RULES OF THE CHICAGO STOCK EXCHANGE, INC. (Updated through July 29, 2016)

RULES OF THE CHICAGO STOCK EXCHANGE, INC. (Updated through July 29, 2016)

Table of Contents ARTICLE 1. Definitions and General Information... 10 Rule 1. Definitions... 10 Rule 2. Order Types, Modifiers, and Related Terms... 16 Rule 3. Time... 31 Rule 4. Exchange Use of the Securities Information Processors... 32 ARTICLE 2. Committees... 33 Rule 1. Appointment and Approval... 33 Rule 2. Executive Committee... 33 Rule 3. Finance Committee... 33 Rule 4. Regulatory Oversight Committee... 34 Rule 5. Committee on Exchange Procedure... 34 Rule 7. Judiciary Committee... 35 Rule 8. Compensation Committee... 35 Rule 9. Audit Committee... 35 Rule 10. Participant Advisory Committee... 36 Rule 11. Nominating and Governance Committee... 36 Rule 12. Committee Quorum... 36 ARTICLE 3. Participants and Participant Firms... 38 Rule 1. Qualifications... 38 Rule 2. Rights and Privileges of Participants... 40 Rule 3. Application Procedure... 41 Rule 4. Filing Requirements/Parties Bound by Rules of Exchange... 41 Rule 5. Exchange Not Bound by Partnership Agreement or Corporate Documents... 42 Rule 6. Subordination of Claims... 42 Rule 7. Conducting Business as Partnership... 43 Rule 8. Limitation on Interests in Other Organizations... 43 Rule 9. Notice of Death or Retirement of Partner... 44 Rule 10. Affiliation with Suspended Participants... 44 Rule 11. Transfer of Equity Securities of a Participant Firm... 44 Rules of the Chicago Stock Exchange, Inc. Page 2

Rule 12. Reporting of Loans... 46 Rule 13. Designation of E-Mail Addresses... 46 Rule 14. "Voting Designee" of Participant Firm... 46 Rule 15. Transfers of Trading Permits... 47 Rule 16. Termination of Trading Permit by Participant... 47 Rule 17. Limitations on Exchange Personnel... 47 Rule 18. Suits Against Officers, Directors and Staff... 48 Rule 19. Limitation of Liability... 48 Rule 20. No Affiliation between Exchange and any Participant... 49 Rule 21. Mandatory Participation Testing of Backup Systems... 50 ARTICLE 4. Exchange Systems and Services... 51 Rule 1. Book Feed... 51 Rule 2. CHX Connect... 51 ARTICLE 5. Access To The Exchange... 52 Rule 1. Access to Exchange Systems... 52 Rule 2. Required Payment of Fees... 52 Rule 3. Non-Participant Access to the Exchange... 52 Rule 4. Denial of Access... 53 ARTICLE 6. Registration, Supervision and Training... 54 Rule 1. Notification of Wire Connection or Office Sharing Arrangements... 54 Rule 2. Registration and Approval of Participant Personnel... 54 Rule 3. Training and Examination of Registrants... 59 Rule 4. Employment of Representatives... 60 Rule 5. Supervision of Representatives and Branch and Resident Offices... 61 Rule 6. Employment of Clerks... 63 Rule 7. Providing Information... 63 Rule 8. Disciplinary Actions by Other Organizations... 63 Rule 9. Provision of Information to the Exchange... 63 Rule 10. Fingerprinting... 64 Rule 11. Continuing Education for Registered Persons... 65 Rule 12. Anti-Money Laundering Compliance Program... 68 Rules of the Chicago Stock Exchange, Inc. Page 3

ARTICLE 7. Financial Responsibility and Reporting Requirements... 70 Rule 1. Prerequisite for Clearing Transactions... 70 Rule 2. Liquid Net Worth of Individual Applicant... 70 Rule 3. Net Capital and Aggregate Indebtedness... 70 Rule 3A. Joint Back Office Participants... 72 Rule 4. Financial and Operational Reports... 75 Rule 5. "Doing Business with the Public"... 78 Rule 6. Fidelity Bonds... 78 Rule 7. Filing Requirements on Change of Examining Authority... 80 Rule 8. Operational Capability... 81 Rule 9. Short Positions... 81 Rule 10. Guarantee Letters... 82 Rule 11. Fixing and Paying Fees and Charges... 82 Rule 12. Failure to Pay Debts... 83 Rule 13. Fees and Charges of Participants in Military Service... 83 Rule 14. Business Continuity Plans and Emergency Contact Information... 83 ARTICLE 8. Business Conduct... 86 Rule 1. Adherence to All Rules and Bylaws... 86 Rule 2. Acts Detrimental to Interest or Welfare of Exchange... 86 Rule 3. Fraudulent Acts... 86 Rule 4. Prohibition of Misstatements... 86 Rule 5. Attempt to Hide Prior Misdealings... 86 Rule 6. Prohibited Accounts... 87 Rule 7. Officers and Employees of Exchange and Other Industry Participants... 87 Rule 8. Pledged Securities... 88 Rule 9. Mailing Communications to Non-Participant Customer... 88 Rule 10. Customer Dealings Account Transfers... 88 Rule 11. Customer Dealings Suitability... 88 Rule 12. Interest in Customer Accounts... 90 Rule 13. Advertising, Promotion and Telemarketing... 90 Rule 14. Proxies... 100 Rules of the Chicago Stock Exchange, Inc. Page 4

Rule 15. Commissions... 105 Rule 16. Conduct on Exchange Premises and Conduct Involving Participants or Exchange Employees... 105 Rule 17. Customer Disclosures... 106 ARTICLE 9. General Trading Rules... 108 Rule 1. Application... 108 Rule 2. Just and Equitable Trade Principles... 108 Rule 3. Permitted Contra Parties... 108 Rule 4. Securities Dealt In... 108 Rule 5. Transactions in Rights to Subscribe... 109 Rule 6. Orders, "When Issued," "When Distributed"... 109 Rule 7. Transactions "Ex-dividend" and "Ex-warrants"... 109 Rule 8. Contracts Due on Certain Business Days... 110 Rule 9. Fictitious Transactions... 110 Rule 10. Prearranged Trades... 110 Rule 11. Price Manipulation... 111 Rule 12. Manipulative Operations... 111 Rule 13. Reporting Transactions... 111 Rule 14. Reporting Riskless Principal Transactions... 112 Rule 15. Breaking Up Orders... 113 Rule 16. Transactions for or with Unapproved Customers... 113 Rule 17. Prohibition Against Trading Ahead of Customer Orders... 113 Rule 18. Taking or Supplying Securities to Fill Customer's Order... 117 Rule 19. Excessive Purchases or Sales Personal Interest... 118 Rule 20. Joint Accounts... 118 Rule 21. Discretion of Employees Prohibited... 118 Rule 22. Dealing in Stocks on Put, Call, Straddle or Option... 119 Rule 23. Short Sales... 119 Rule 24. Transactions Off the Exchange... 119 ARTICLE 10. Margins... 121 Rule 1. Meeting Margin Calls by Liquidation Prohibited... 121 Rules of the Chicago Stock Exchange, Inc. Page 5

Rule 2. Record of Margin Calls and Receipt of Margin... 121 Rule 3. Initial Margin Rule... 121 ARTICLE 11. Participant Books and Records... 130 Rule 1. Furnishing of Records... 130 Rule 2. Maintenance of Books and Records... 130 Rule 3. Records of Orders and Executions... 130 Rule 4. Participant Communications... 133 ARTICLE 12. Disciplinary Matters and Trial Proceedings... 136 Rule 1. Investigation and Charges... 136 Rule 2. Summary Procedure... 137 Rule 3. Admission of Charges by Respondent... 139 Rule 4. Hearing Procedure... 140 Rule 5. Review... 143 Rule 6. Effective Date of Judgment... 144 Rule 7. Disciplinary Jurisdiction... 144 Rule 8. Minor Rule Violations... 145 ARTICLE 13. Suspension Reinstatement... 149 Rule 1. Automatic Suspension... 149 Rule 2. Emergency Suspension... 149 Rule 3. Failure to Obtain Reinstatement... 151 Rule 4. Procedure for Reinstatement... 151 Rule 5. Termination of Rights by Suspension... 152 ARTICLE 14. Arbitration... 153 Rule 1. Arbitration of Participant Controversies... 153 Rule 2. Arbitration Rules... 154 ARTICLE 15. Hearings and Reviews... 172 Rule 1. Applicability... 172 Rule 2. Submission of Requests for Hearing... 172 Rule 3. Hearing Panel... 172 Rule 4. Extensions of Time... 172 Rule 5. Submission of Supporting Materials... 173 Rules of the Chicago Stock Exchange, Inc. Page 6

Rule 6. Notice of Hearing... 173 Rule 7. Conduct of Hearing... 173 Rule 8. Decision... 173 Rule 9. Appeal from Executive Committee decision... 174 ARTICLE 16. Market Makers... 175 Rule 1. Registration of Market Makers... 175 Rule 2. Assignment of Securities to Market Makers... 176 Rule 3. Obligations of Market Maker Authorized Traders ( MMATs )... 178 Rule 4. Obligations of Market Makers... 180 Rule 5. Limitation on Dealings of Market Makers... 183 Rule 6. Reporting of Position Information by Market Makers... 186 ARTICLE 17. Institutional Brokers... 187 Rule 1. Registration and Appointment... 187 Rule 2. Registration Procedures... 187 Rule 3. Responsibilities... 188 Rule 4. Voluntary De-Registration... 189 Rule 5. Brokerplex... 190 Rule 6. Non-Institutional Broker Unit; Information Barriers... 192 ARTICLE 18. Auctions... 194 Rule 1. Sub-second Non-displayed Auction Process ( SNAP )... 194 Rule 1A. Initiating SNAP... 199 ARTICLE 19. Operation of the CHX Routing Services... 201 Rule 1. CHX Routing Services... 201 Rule 2. Routing Brokers... 201 Rule 3. Routing Events... 204 ARTICLE 20. Operation of the CHX Matching System... 206 Rule 1. Trading Sessions... 206 Rule 2. Trading Halts Due to Extraordinary Market Volatility... 207 Rule 2A. Limit Up-Limit Down Plan and Trading Pauses in Individual Securities Due to Extraordinary Market Volatility... 208 Rule 3. Firm Orders... 212 Rules of the Chicago Stock Exchange, Inc. Page 7

Rule 4. Eligible Orders... 213 Rule 5. Prevention of Trade-Throughs... 214 Rule 6. Locked and Crossed Markets... 217 Rule 7. Reserved... 218 Rule 8. Operation of the Matching System... 218 Rule 9. Cancellation or Adjustment of Bona Fide Error Trades... 225 Rule 9A. Error Correction Transactions... 226 Rule 10. Handling of Clearly Erroneous Transactions... 227 Rule 11. Cancellation or Adjustment of Stock Leg Trades... 234 Rule 12. Order Cancellation/Release by the Exchange... 238 Rule 13. Compliance with Regulation NMS Plan to Implement a Tick Size Pilot... 238 ARTICLE 21. Clearance and Settlement... 245 Rule 1. Trade Recording with a Qualified Clearing Agency... 245 Rule 2. Book-Entry Settlement Requirements... 245 Rule 3. Exchange Contracts Extended or Postponed... 246 Rule 4. Acting as Agent for Participants... 246 Rule 5. Anonymous Trade Reporting and Clearing... 247 Rule 6. Submission of Clearing Information for Transaction Executed Off-Exchange... 247 ARTICLE 22. Listed Securities... 250 Rule 1. General Provisions Regarding Listing... 250 Rule 2. Admittance to Listing... 253 Rule 3. Suspension of Securities... 257 Rule 4. Removal of Securities... 257 Rule 5. Unlisted Trading Privileges... 260 Rule 6. Unlisted Trading Privileges... 260 Rule 7. Securities "When-Issued" and "When-Distributed"... 263 Rule 8. Tier I Listing Requirements for Common Stock... 263 Rule 9. Tier I Listing Requirements for Preferred Stock... 265 Rule 10. Tier I Listing Requirements for Bonds and Debentures... 266 Rule 11. Tier I Listing Requirements for Stock Warrants... 267 Rule 12. Tier I Listing Requirements for Contingent Value Rights ("CVRs")... 267 Rules of the Chicago Stock Exchange, Inc. Page 8

Rule 13. Tier I Listing Requirements for Other Securities... 268 Rule 14. Tier I Maintenance Requirements for Common Stock... 269 Rule 15. Tier I Maintenance Requirements for Preferred Stock... 269 Rule 16. Tier I Maintenance Requirements for Bonds and Debentures... 270 Rule 17. Tier I Maintenance Requirements for Stock Warrants and Contingent Value Rights... 271 Rule 17A. Maintenance Standards Applicable to All Tier I Issues... 271 Rule 18. Tier II Listing Requirements... 273 Rule 19. Corporate Governance... 274 Rule 20. Tier I Voting Rights... 293 Rule 21. Tier II Corporate Governance, Disclosure, and Miscellaneous Requirements... 294 Rule 22. Tier II Maintenance Standards... 299 Rule 23. Public Disclosure Requirements for Tier I and Tier II Issues... 301 Rule 24. Investment Company Units... 308 Rule 25. Portfolio Depositary Receipts... 312 Rule 26. Equity-Linked Debt Securities... 316 Rule 27. Trust Issued Receipts... 321 APPENDIX A. Immediately Effective Rule Change Not Yet Operative (SR-CHX-2016-09)... 324 Rules of the Chicago Stock Exchange, Inc. Page 9

ARTICLE 1. Definitions and General Information Rule 1. Definitions Whenever and wherever used in these Rules, unless the context requires otherwise, the following terms shall have the respective meanings ascribed to them below: (a) "Act" or "Exchange Act" means the Securities Exchange Act of 1934, as amended. (b) "Affiliated person" shall include: (1) any person directly or indirectly controlling, controlled by or under common control with a Participant, whether by contractual arrangement or otherwise, provided that the right to exercise investment discretion with respect to an account, without more, shall not constitute control; (2) any principal officer, stockholder or partner of such Participant or any person in whose account such person has a direct or material indirect beneficial interest; and (3) any investment company of which such Participant, or any person controlling, controlled by or under common control with such Participant is an investment adviser within the meaning of the Investment Company Act of 1940. Transactions effected by any Participant with or for a nonaffiliated person pursuant to any agreement whereby two or more Participants (or a Participant and one or more members of another national securities exchange) are to effect transactions on this or other Exchanges with or for affiliated persons of each other shall be deemed to be transactions with or for an affiliated person. (c) "Amex" means the American Stock Exchange. (d) "Associated Person" has the meaning set forth in Section 3(a)(21) of the Exchange Act. (e) "BBO" means the best bid and/or offer displayed in the Exchange's Matching System. (f) "Board" means the Board of Directors of Chicago Stock Exchange, Inc. (g) "CHX" means the Chicago Stock Exchange, Inc. See "Exchange" definition, below. (h) "CHX Holdings" means CHX Holdings, Inc., of which CHX is a wholly-owned subsidiary. (i) "Commission" means the Securities and Exchange Commission. Rules of the Chicago Stock Exchange, Inc. Page 10

(j) "Control" means the power, directly or indirectly, to direct the management or policies of a person, whether through ownership of securities, by contract, or otherwise. A person shall be presumed to control another person if such person: (1) is a director, general partner or officer exercising executive responsibility (or having similar status or functions); (2) directly or indirectly has the right to vote 25% or more of a class of a voting security or has the power to sell or direct the sale of 25% or more of a class of voting securities; (3) is entitled to receive 25% or more of the net profits; or (4) in the case of a partnership, has the right to receive upon dissolution, or has contributed, 25% or more of the capital of the partnership. (k) "Exchange" means the Chicago Stock Exchange, Inc., a Delaware corporation as described in its Certificate of Incorporation and Bylaws, and a national securities exchange as that term is defined by Section 6 of the Exchange Act. The Exchange may also be referred to in these Rules as the "CHX." (l) "Exchange Act" means the Securities Exchange Act of 1934, as amended. (m) "Good Standing" shall refer to (a) a Participant that continues to satisfy all conditions for issuance of a Trading Permit (including financial condition); (b) a Participant that has not deregistered, resigned, been suspended, expelled or declared legally incompetent or been in the process of liquidation for more than one year; or (c) an individual whose associated Participant Firm is in good standing. (n) "Institutional Broker" means a member of the Exchange who is registered as an Institutional Broker pursuant to the provisions of Article 17 and has satisfied all Exchange requirements to operate as an Institutional Broker on the Exchange. (o) "NBBO" means the size and price associated with the best protected bid and best protected offer that are calculated and disseminated in an NMS security during regular trading hours. (p) "Nasdaq"" means the Nasdaq Stock Exchange, Inc. (q) "NYSE" means the New York Stock Exchange. (r) "Parent Firm" means a corporation or partnership which beneficially owns, directly or indirectly, equity securities representing 20% or more of the voting power in the election of directors of a Participant Firm, or such lesser percentage of such voting power as constitutes in the circumstances effective control of the Participant Firm. Rules of the Chicago Stock Exchange, Inc. Page 11

(s) "Participant" means, except as otherwise described in these Rules, any Participant Firm that holds a valid Trading Permit and any person associated with a Participant Firm who is registered with the Exchange under Articles 16 and 17 as a Market Maker Authorized Trader or Institutional Broker Representative, respectively. A Participant shall be considered a "member" of the Exchange for purposes of the Exchange Act. If a Participant is not a natural person, the Participant may also be referred to as a "Participant Firm," but unless the context requires otherwise, the term Participant shall refer to an individual Participant and/or a Participant Firm. Unless the context otherwise requires, reference in these Rules to a Participant partnership or corporation shall include similar types of organizations (including without limitation limited liability companies); reference to a partner, officer or director shall include similar types of individuals (including without limitation a managing member of a limited liability company); and reference to a partnership agreement or corporate organizational document shall include similar types of organizational documents (including without limitation an operating agreement of a limited liability company). For purposes of these Rules, the principal officers of a Participant shall include the chief executive officer, president, executive vice president, treasurer, secretary or any other person performing a similar function for an incorporated or unincorporated organization. A principal stockholder of a Participant is any person, actively engaged in the business of the Participant and beneficially owning, directly or indirectly, more than 5% of the outstanding voting securities of a Participant, or 5% of the Participant's net worth, or a 5% interest in the Participant's net profits. A principal partner means a general or limited partner having an interest representing 5% of the voting power, or 5% of the net worth, or a 5% participation in the net profits, of a member firm. For purposes of the Federal Election Campaign Act, 2 U.S.C. Section 431, a Participant which is a corporation shall not be deemed to be the Participant, but the Voting Designee thereof shall be. (t) "Person" means an individual person or a corporation, partnership, limited liability entity or any other type of business organization. (u) "Primary market" means, unless otherwise designated by the Exchange, the initial listing market for a security. (v) "Reg NMS" means Regulation NMS (17 CFR 242.600, et seq.), as amended, and any exemptive, no-action or other relief granted from the requirements of these provisions from time to time. The "Trading Phase Date" for Rule 611 of Reg NMS means March 5, 2007. (w) "Regulation SHO" means Regulation SHO (17 CFR 242.200 et seq.), as amended, and any exemptive, no-action or other relief granted from the requirements of that provision from time to time. (x) "Rules" means the rules of the Exchange that have been adopted by the Exchange's Board of Directors and that have either been approved by the Commission or have become effective pursuant to Section 19(b)(3) of the Act. Rules of the Chicago Stock Exchange, Inc. Page 12

(y) "Securities Act" means the Securities Act of 1933, as amended. (z) "Trading Facilities" means all of the Exchange's facilities for the trading of equity securities, including any and all electronic or automated order routing, execution and reporting systems provided by the Exchange. (aa) "Trading Permit" means a permit issued by the Exchange, granting the holder a revocable license to execute approved securities transactions through the Exchange's Trading Facilities, or to have those transactions executed on its behalf. (bb) Early Session means the trading session occurring from 6:00 a.m. CT and 8:30 a.m. CT. (cc) Late Trading Session means the trading session occurring from 3:00 p.m. CT to 3:15 p.m. CT. (dd) Late Crossing Session means the trading session occurring from 3:15 p.m. CT to 4:00 p.m. CT. (ee) "Clearing Participant" means a Participant which has been admitted to membership in a Qualified Clearing Agency pursuant to the provisions of the Rules of the Qualified Clearing Agency. (ff) "Qualified Clearing Agency" means a clearing agency as defined in Section 3(a)(23) of the Exchange Act which is registered with the Commission pursuant to the provisions of Section 17A(b)(2) of the Exchange Act or has obtained from the Commission an exemption from registration granted specifically to allow the clearing agency to provide confirmation and affirmation services. (gg) An Institutional Broker Representative ( IBR ) is an individual person affiliated with an Institutional Broker who is authorized to accept orders, enter bids and offers and execute transactions on behalf of an Institutional Broker and who has registered with the Exchange as an IBR as provided in Article 6. (hh) Customer shall not include a broker or dealer registered with the Commission. (ii) Bona Fide Error means: (1) the inaccurate conveyance or execution of any term of an order, including, but not limited to, price, number of shares or other unit of trading; identification of the security; identification of the account for which securities are purchased or sold; lost or otherwise misplaced order tickets; or the execution of an order on the wrong side of a market; (2) the unauthorized or unintended purchase, sale, or allocation of securities, or the failure to follow specific client instructions; Rules of the Chicago Stock Exchange, Inc. Page 13

(3) the incorrect entry of data into relevant systems, including reliance on incorrect cash positions, withdrawals, or securities positions reflected in an account; or (4) a delay, outage, or failure of a communication system used to transmit market data prices or to facilitate the delivery or execution of an order. (jj) Stock-Option : a combination order where at least one component is a cross order for a stated number of units of an underlying or related security coupled with the purchase or sale of options contract(s) on the opposite side of the market representing at least the same number of units as the underlying or related security portion of the order. (kk) Stock-Future": a combination order where at least one component is a cross order for a stated number of units of an underlying or a related security coupled with the purchase or sale of futures contract(s) on the opposite side of the market representing at least the same number of units of the underlying or related security portion of the order. (ll) Trading Account : means an account under a Trading Permit, identified by a unique CHX account symbol, from which orders are sent to the Exchange s Trading Facilities. A Participant Trading Permit holder may establish more than one Trading Account per Trading Permit. (mm) MTP Trading Group : means a group of one or more Trading Accounts that have been aggregated at the request of all Participant Trading Permit holders that control all Trading Accounts within the proposed group for the purpose of enabling Match Trade Prevention ( MTP ) functionality, pursuant to Article 1, Rule 2(b)(3)(F)(i). A Trading Account may not be assigned to more than one MTP Trading Group. Any Exchange-approved changes to the composition of an MTP Trading Group shall be effective no earlier than the trading day following the request. (nn) Trading Center : is defined as that term is defined under Rule 600(b)(78) under Regulation NMS. (oo) Routable Order : means any incoming limit order, as defined under Article 1, Rule 2(a)(1), of any size, not marked by any order modifiers or related terms listed under Article 1, Rule 2 that prohibit the routing of the order to another Trading Center; provided, however, that during a SNAP Cycle, participating SNAP Eligible Orders are always Routable Orders. (pp) Working Price : means the most aggressive price at which a resting limit order, as defined under Article 1, Rule 2(a)(1), can execute within the Matching System, in compliance with CHX Rules and relevant securities laws and regulations, including Rule 611 of Regulation NMS and Rule 201 of Regulation SHO. (qq) Open Trading State : means the period of time during the regular trading session when orders are eligible for automatic execution. Rules of the Chicago Stock Exchange, Inc. Page 14

(rr) SNAP Price : means a single price at which the greatest number of shares may be executed during a SNAP Cycle, as described under Article 18, Rule 1(b), without trading-through any more aggressively priced orders on either side of the market, in compliance with all CHX Rules and relevant securities laws and regulations, including Regulation NMS and Rule 201 of Regulation SHO, and any applicable exemptive relief therefrom; provided the following: (1) Where two or more price points are identified above, the SNAP Price shall be the price closest to the last reported sale in the security from the same trading day that was not permitted to trade-through the National Best Bid and Offer ( NBBO ) at the time the last sale was executed ( eligible same day last sale ). Where two or more price points are equally close to the eligible same day last sale price, the SNAP Price shall be the eligible same day last sale price. (2) If an eligible same day last sale cannot be ascertained, pursuant to paragraph (rr)(1) above, the SNAP Price shall be the price closest to the NBBO midpoint. Where two or more price points are equally close to the NBBO midpoint, the SNAP Price shall be the NBBO midpoint. (ss) SNAP Eligible Order : means a limit order, as defined under Article 1, Rule 2(a)(1), not marked by, or handled as, any one of the following modifiers: (1) Cancel On SNAP. (2) Fill Or Kill. (3) Immediate Or Cancel. (4) Start SNAP, except where the limit order marked Start SNAP is handled as SNAP AOO One And Done, pursuant to Article 1, Rule 2(h)(1)(C). Certain modifiers attached to SNAP Eligible Orders shall be deactivated during a SNAP Cycle, pursuant to Article 18, Rule 1(b)(2)(D). (tt) Market Maker : means a Participant that is registered as a Market Maker pursuant to Article 16, Rule 1. (uu) Market Maker Authorized Trader or MMAT : means an individual trader authorized to enter bids and offers and execute transactions on behalf of a Market Maker. An MMAT must be registered with the Exchange pursuant to Article 6 and Article 16, Rule 3. Amended February 9, 2005; September 13, 2006; September 25, 2006; September 29, 2006; February 2, 2007; April 5, 2007; October 17, 2007; December 21, 2007, September 1, 2009, April 14, 2010 (SR-CHX-2010-07), Oct. 24, 2011 (SR-CHX-2011-17), Mar. 1, 2012 (SR-CHX-2012-02), Corrected erroneous reference in Section (u) on May 23, 2012; Amended September 24, 2013 (SR- CHX-2013-14); October 31, 2013 (SR-CHX-2013-16); November 12, 2013 (SR-CHX-2013-19); Rules of the Chicago Stock Exchange, Inc. Page 15

November 20, 2013 (SR-CHX-2013-20); May 22, 2014 (SR-CHX-2014-07); June 10, 2014 (SR- CHX-2014-09); September 8, 2014 (SR-CHX-2014-15); October 31, 2014 (SR-CHX-2014-18); March 30, 2016 (SR-CHX-2016-04); May 13, 2016 (SR-CHX-2015-03); July 1, 2016 (SR-CHX- 2016-07). Rule 2. Order Types, Modifiers, and Related Terms Unless otherwise specifically defined elsewhere in the CHX Rules, the following terms shall have the respective meanings ascribed to them, for purposes of all CHX Rules. Order modifiers listed under Article 18, Rule 1(b)(2)(D) shall not be active for a security that is subject to a SNAP Cycle, as described under Article 18, Rule 1. (a) General Order Types. The following general order types shall be accepted by the Matching System, subject to the requirements of Article 20, Rule 4. (1) "Limit order" (also known as "limited price order"): an order to buy or sell a specific amount of a security at a specified price or better if obtainable once the order has been submitted to the market. All limit orders, except for limit orders marked Price-Penetrating ISO, as defined under paragraph (b)(1)(e), shall be deemed to have been received Day, as defined under paragraph (d)(1), if an order duration modifier is not specified, pursuant to paragraph (d). All limit orders are fully displayable, unless marked Do Not Display, as defined under paragraph (c)(2), or Reserve Size, as defined under paragraph (c)(3). (2) "Cross order": an order to buy and sell the same security at a specific price better than the Working Price, as defined under Article 1, Rule 1(pp), of all resting orders on the CHX Book and which would not constitute a trade-through under Reg NMS (including all applicable exceptions and exemptions). A cross order may represent interest of one or more Participants of the Exchange, but may only be executed in an increment permitted by Article 20, Rule 4(a)(7)(b). A cross order may be subject to special handling, pursuant to paragraph (g) below. All cross orders shall be deemed to have been received Immediate Or Cancel, as defined under paragraph (d)(4), which cannot be overridden by an order sender; provided the following: (A) All cross orders received during a SNAP Cycle, as described under Article 18, Rule 1(b), shall be placed in the FIFO Queue, pursuant to Article 18, Rule 1(b)(2)(C), for later processing. (3) "Market order": an order to buy or sell a specific amount of a security at the best price available once the order is presented in the market. Rules of the Chicago Stock Exchange, Inc. Page 16

A market order may only be executed during the Regular Trading Session, either in whole or in part, at or better than the Exchange's BBO (including any Reserve Size or other undisplayed orders at or better than that price). Market orders shall not be accepted until (i) the primary market in a security has opened trading in that security or (ii) two senior officers of the Exchange have determined that it is appropriate for the Exchange to accept IOC market orders. For purposes of this rule, another exchange will be considered to have opened for trading in a security when the first trade in that security that is at least a round lot occurs in that market on or after 8:30 a.m. Central Standard Time. All market orders must be marked Immediate Or Cancel, as defined under paragraph (d)(4). A market order that is not marked Immediate Or Cancel shall be rejected by the Matching System. (b) Order Execution Modifiers. One or more order execution modifiers may be applied to a general order type, subject to the requirements of Article 20, Rule 4, so long as the modifier is compatible with the general order type and other applicable order modifiers/terms. (1) Limit Orders Only. The following order execution modifiers may be attributed to limit orders only. (A) "BBO Intermarket Sweep" or "BBO ISO": a limit order modifier that marks an order as required by SEC Rule 600(b)(30). An incoming BBO ISO shall execute against the CHX Book at prices not to exceed the more restrictive of its limit price or the contra-side displayed best bid or offer. Any unexecuted balance of the BBO ISO shall be immediately cancelled if -1- marked Immediate Or Cancel, as defined under paragraph (d)(4) below, or -2- the incoming BBO ISO sell (buy) order could execute against any resting order(s) priced below (above) the displayed best bid (offer), regardless of the attached order duration modifier(s). If the unexecuted balance of the BBO ISO would not be cancelled as described above, it shall be ranked on the CHX Book, pursuant to Article 20, Rule 8(b), and displayed at its limit price, subject to Article 20, Rule 8(b)(6). A limit order marked BBO ISO may not be marked Do Not Display, as defined under paragraph (c)(2) below. The Matching System, in executing the ISO as soon as the order is received by the Matching System, shall not take any of the actions described in Article 20, Rule 5 to prevent an improper trade-through or any of the actions described in Article 20, Rule 6 to prevent a locked or crossed market; provided, however, that, in executing any initially unexecuted balance of the ISO that is placed in the Matching System, the requirements of Article 20, Rule 5 will be followed. These orders shall be executed on the assumption that the Participant routing the order to the Matching System has already satisfied the quotations of other markets as required by Rule 600(b)(30) and shall be displayed because the Participant routing the order to the Rules of the Chicago Stock Exchange, Inc. Page 17

Matching System has already satisfied the quotations of other markets as required by Article 20, Rule 6(c)(3). A limit order marked BBO ISO shall be deemed to have been received Do Not Route, as defined under paragraph (b)(3)(a), which cannot be overridden by the order sender. (B) "Cancel On Halt": a limit order modifier that requires an order to be automatically cancelled by the Matching System if a trading halt, pause or suspension is declared in that security by the Exchange. All limit orders, except for SNAP AOOs, as defined under paragraph (h)(3), shall be deemed to have been received Cancel On Halt, which cannot be overridden by an order sender. (C) CHX Only : a limit order modifier that requires an order to be ranked and executed on the Exchange pursuant to Article 20, Rule 8, without routing away to another Trading Center and is eligible for the CHX Only Price Sliding Processes, detailed below. An order sender may not opt out of the CHX Only Price Sliding Processes if the order is marked CHX Only. An order sender can enter instructions to have all limit orders default to CHX Only. A limit order marked CHX Only shall be deemed to have been received Do Not Route, as defined under paragraph (b)(3)(a), which cannot be overridden by the order sender. The CHX Only Price Sliding Processes utilized by the Matching System include both Regulation NMS Price Sliding ( NMS Price Sliding ) and Short Sale Price Sliding. All CHX Only orders that are eligible for the CHX Only Price Sliding Processes may be subject to either NMS Price Sliding or Short Sale Price Sliding. CHX Only orders shall also be eligible for Limit Up-Limit Down Price Sliding ( LULD Price Sliding ), pursuant to Article 20, Rule 2A(b)(2). (i) NMS Price Sliding. (a) Initial NMS Price Sliding. A CHX Only order that, at the time of entry, would lock or cross a Protected Quotation of an external market in violation of Rule 610(d) of Regulation NMS; is priced at or through a contra-side Protected Quotation of an external market and is for an Odd Lot; or is priced through a contra-side Protected Quotation of an external market and is marked Do Not Display, as defined under Article 1, Rule 2(c)(2), will be executable at the locking price in the Matching System and, if not marked Do Not Display, will be displayed or displayable by the Matching System at one minimum price variation below the current Rules of the Chicago Stock Exchange, Inc. Page 18

National Best Offer ( NBO ) (for bids) or at one minimum price variation above the current National Best Bid ( NBB ) (for offers) ( Permitted Display Price ). CHX Only orders subject to NMS Price Sliding will retain their original limit prices irrespective of the prices at which such orders are executable or displayed. If the NBB (NBO) is priced below (above) the Lower (Upper) Price Band, an incoming CHX Only sell (buy) order that, at the time of entry, is priced below (above) the Lower (Upper) Price Band, shall be executable and, if not marked Do Not Display, displayed or displayable at the Lower (Upper) Price Band, pursuant to Article 20, Rule 2A(b)(2)(A)(i). (b) Multiple NMS Price Sliding. Following the initial ranking and display of an order subject to NMS Price Sliding, the order will be continuously price slid until the order is executed, cancelled or its original limit price is reached. A CHX Only order subject to NMS Price Sliding will only be price slid to the extent it achieves a more aggressive price, based upon changes to the prevailing National Best Bid and Offer ( NBBO ); provided however that an order may be price slid to a less aggressive price, subject to subparagraphs (3) to (6) below. (1) In the event the NBBO changes such that a CHX Only order subject to NMS Price Sliding could be executable at a higher trading increment (for buy orders) or lower trading increment (for sell orders), without crossing a Protected Quotation of an external market, the order will be executable at the current locking price. If, however, the NBB (NBO) moves to a price below (above) the Lower (Upper) Price Band, the executable price of the CHX Only sell (buy) order shall be price slid to the Lower (Upper) Price Band, pursuant to Article 20, Rule 2A(b)(2)(A)(ii). (2) Re-display. In the event that the NBBO changes such that a CHX Only order subject to NMS Price Sliding could be redisplayed or re-displayable at a higher trading increment (for buy orders) or lower trading increment (for sell orders), without locking or crossing a Protected Quotation of an external market, the order will be re-displayed at the current Permitted Display Price. If, however, the NBB (NBO) moves to a price below (above) the Lower (Upper) Price Band, the resting CHX Only order shall be redisplayed at the Lower (Upper) Price Band, pursuant to Article 20, Rule 2A(b)(2)(A)(ii). Rules of the Chicago Stock Exchange, Inc. Page 19

(3) External Protected Quotation Locks Displayed or Displayable Price. In the event that the Protected Quotation of an external market locks the displayed or displayable price of a resting price slid order and the Matching System receives a marketable contra-side order, the Matching System will price slide the executable price of the resting price slid order to the displayed or displayable price. Such event will not result in a change in priority for the resting price slid order at its displayed price. (4) External Protected Quotation Crosses Displayed Price. In the event that the Protected Quotation of an external market crosses the displayed price of a resting price slid order, the Matching System shall price slide and display the resting order based on the first uncrossed NBBO calculated pursuant to paragraph.01(d) of Article 20, Rule 5, if necessary. In the event the first uncrossed NBBO is locked, the resting order shall be subject to subparagraph (3). In the event the first uncrossed NBBO is not locked, the resting order shall be subject to subparagraphs (1) and (2). (5) CHX Only orders marked Do Not Display. In the event that a Protected Offer (Bid) of an external market crosses a resting CHX Only bid (offer) marked Do Not Display, the resting bid (offer) marked Do Not Display shall be price slid to lock the Protected Offer (Bid) of the external market. (6) CHX Only orders marked Reserve Size. A resting CHX Only order marked Reserve Size shall be price slid to a less aggressive price if a refreshed display of the order would lock or cross a Protected Quotation of an external market and shall receive execution priority pursuant to Article 20, Rule 8(b)(4). (ii) Short Sale Price Sliding. A limit order marked Sell Short, as defined under Article 1, Rule 2(b)(3)(D), must comply with the requirements of Article 20, Rule 8(d)(4). If the Sell Short order is marked CHX Only, the order shall be price slid as follows: (a) Initial Short Sale Price Sliding. A CHX Only Sell Short order that, at the time of entry, could not be executed or displayed in compliance with Rule 201 of Regulation SHO will be repriced (and displayed, if applicable) by the Matching System at one minimum price variation above the current NBB ( Permitted Price ). CHX Only orders Rules of the Chicago Stock Exchange, Inc. Page 20

subject to Short Sale Price Sliding will retain their original limit prices, notwithstanding price sliding. If the Permitted Price is priced below the Lower Price Band, an incoming CHX Only Sell Short order that, at the time of entry, is priced below the Lower Price Band, shall be repriced (and displayed, if applicable) at the Lower Price Band, pursuant to Article 20, Rule 2A(b)(2)(A)(i). (b) Multiple Short Sale Price Sliding. To reflect declines in the NBB, the Matching System will continue to reprice (and re-display, if applicable) a CHX Only Sell Short order to the greater of the Permitted Price or the Lower Price Band, until the order is executed, cancelled or its original limit price is reached, pursuant to Article 20, Rule 2A(b)(2)(A)(ii). To reflect increases in the NBB, the Matching System will continue to reprice an undisplayed CHX Only Sell Short order to the greater of the Permitted Price or the Lower Price Band, until the order is executed, cancelled or its original limit price is reached, pursuant to Article 20, Rule 2A(b)(2)(A)(ii). (c) Priority over NMS Price Sliding. When a short sale price test restriction under Rule 201 of Regulation SHO is in effect for a particular security, Short Sale Price Sliding will take priority over NMS Price Sliding, with respect to CHX Only sell short orders in that security that are subject to Short Sale Price Sliding. (d) Exemptions. (1) As detailed under Article 20, Rule 8(d)(4), when a short sale price test restriction under Rule 201 of Regulation SHO is in effect, the Matching System may execute a CHX Only Sell Short order at a price below the Permitted Price if, at the time of initial display of the CHX Only Sell Short order, the order was at a price above the then current NBB. Notwithstanding this exemption, a CHX Only Sell Short order may never execute (or be displayed, if applicable) at a price below the Lower Price Band. (2) CHX Only orders marked Short Exempt shall not be subject to Short Sale Price Sliding. (iii) Lock-Only Price Sliding. An order sender may enter an instruction to only use the CHX Only Price Sliding Processes if the display of the CHX Only order at the time of order entry would lock the NBBO. If such an instruction is given and the display of an order would cross the NBBO at the time of entry, the order will be rejected from the Matching System. Rules of the Chicago Stock Exchange, Inc. Page 21

(iv) Original Time Priority Retained. CHX Only orders subject to the Price Sliding Processes will retain their time priority versus other orders based upon the time those orders were initially received by the Matching System; provided, however, that the displayed portion of a Reserve Size CHX Only order that is refreshed shall have time priority based on the time the displayed order was refreshed. (D) Post Only : a limit order modifier that requires an order to be posted on the Exchange and not routed away to another trading center. A limit order marked Post Only shall be deemed to have been received Do Not Route, as defined under paragraph (b)(3)(a), which cannot be overridden by the order sender. A Post Only order will be immediately cancelled under the following circumstances: or (i) The Post Only order would remove liquidity from the CHX book; (ii) At the time of order entry, the Post Only order would lock or cross a Protected Quotation of an external market; provided, however, that if the Post Only order is marked CHX Only and is eligible for the CHX Only Price Sliding Processes, pursuant to Article 1, Rule 2(b)(1)(C), the Post Only order that would lock or cross a Protected Quotation of an external market shall be subject to the CHX Only Price Sliding Processes or Limit Up-Limit Down Price Sliding, pursuant to Article 20, Rule 2A(b), whichever is applicable, and shall not be immediately cancelled. (E) "Price-Penetrating ISO": a limit order modifier that marks an order as required by SEC Rule 600(b)(30) that is to be executed at or better than its limit price as soon as the order is received by the Matching System, with any unexecuted balance of the order to be immediately cancelled. Orders marked as Price- Penetrating ISO shall be executed against any eligible orders in the Matching System (including any Reserve Size or undisplayed orders) through multiple price points. The Matching System, in executing these orders, shall not take any of the actions described in Rule 5 to prevent an improper trade-through. A limit order marked Price-Penetrating ISO shall be deemed to have been received Immediate Or Cancel, as defined under paragraph (d)(3), which cannot be overridden by the order sender. (2) Cross Orders Only. The following order execution modifiers may be attributed to cross orders only: Rules of the Chicago Stock Exchange, Inc. Page 22

(A) "Benchmark": a cross order modifier, submitted by an Institutional Broker, to buy and sell the same security at a specific price, which meets the requirements of Rule 611(b)(7). A Benchmark order may execute at any price, without regard to the protected National Best Bid and Offer ( NBBO ) and may represent interest of one or more Participants of the Exchange. A Benchmark order may only be executed in an increment permitted by Article 20, Rule 4(a)(7)(b). (B) (C) Reserved Reserved (D) "Midpoint Cross": a cross order modifier with an instruction to execute it at the midpoint between the NBBO. If the NBBO is locked at the time a Midpoint Cross is received, the Midpoint Cross will execute at the locked NBBO. If the NBBO is crossed at the time a Midpoint Cross is received, the Midpoint Cross will be automatically cancelled. A Midpoint Cross order may only be executed in an increment permitted by Article 20, Rule 4(a)(7)(b). (E) "Qualified Contingent Trade": a cross order modifier that is part of a transaction consisting of two or more component orders, executed as agent or principal, where: (i) at least one component order is in an NMS stock; (ii) all components are effected with a product or price contingency that either has been agreed to by the respective counterparties or arranged for by a broker-dealer as principal or agent; (iii) the execution of one component is contingent upon the execution of all other components at or near the same time; (iv) the specific relationship between the component orders (e.g., the spread between the prices of the component orders) is determined at the time the contingent order is placed; (v) the component orders bear a derivative relationship to one another, represent different classes of shares of the same issuer, or involve the securities of participants in mergers or with intentions to merge that have been announced or since cancelled; and (vi) the Exempted NMS Stock Transaction is fully hedged (without regard to any prior existing position) as a result of the other component of the contingent trade. Rules of the Chicago Stock Exchange, Inc. Page 23

For purposes of this definition, (i) "NMS stock" means any security or class of securities, other than an option, for which transaction reports are collected, processed, and made available pursuant to an effective transaction reporting plan; and (ii) "Exempted NMS Stock Transaction" means any trade-through caused by the execution of an order involving one or more NMS stocks that are components of a Qualified Contingent Trade. (3) Applicable to Multiple Order Types (A) "Do Not Route": a limit or market order modifier that requires an order to only be executed or ranked within the Exchange's Matching System and not be routed to another market. (B) "Intermarket Sweep" or "ISO": a limit or cross order modifier that marks an order as required by SEC Rule 600(b)(30) that is to be executed against any orders at the Exchange's BBO (including any Reserve Size or undisplayed orders at that price) as soon as the order is received by the Matching System, with any unexecuted balance of the order to be immediately cancelled. The Matching System, in executing the ISO, shall not take any of the actions described in Article 20, Rule 5 to prevent an improper trade-through. A limit order marked ISO that is not marked BBO ISO, as defined under paragraph (b)(1)(a), shall be deemed to have been received Price-Penetrating ISO, as defined under paragraph (b)(1)(e), which cannot be overridden by the order sender. (C) "Not Held": an instruction specified by the customer, which permits an Exchange Participant to use her judgment in determining the price of execution and/or the time to execute the order. This instruction may only be applied to orders sent to an Exchange Participant and any order received by the Matching System marked Not Held shall be rejected. (D) "Sell Short": marks any order to sell a security "short" under Rule 200(g) of Regulation SHO. (E) Short Exempt : marks any order to sell a security that is exempt from the short sale price test restriction under Rule 201 of Regulation SHO. (F) Match Trade Prevention ( MTP ) Modifier (i) Enabling/Disabling MTP. The MTP modifier shall only be available for an order that originated from a Trading Account, as defined under Article 1, Rule 1(ll), that has been assigned to an MTP Trading Group, as defined under Article 1, Rule 1(mm). An order that originated from a Trading Account that is not part of an MTP Trading Group shall not be subject to MTP and any attached MTP modifiers shall be ignored. Any Exchange-approved changes to the applicability of Rules of the Chicago Stock Exchange, Inc. Page 24

MTP to a Trading Account shall be effective no earlier than the trading day following the request. (ii) Triggering MTP. An MTP modifier is comprised of a compulsory MTP Action, listed under subparagraph (iii), and an optional MTP sublevel designation. The MTP modifier on the incoming order shall control the interaction between the contra-side orders. An incoming limit or market order marked by an MTP modifier without an MTP sublevel designation will be prevented from executing against a resting opposite side order from the same MTP Trading Group. If the incoming order is marked by an MTP modifier with an MTP sublevel designation, the order will only be prevented from executing against a resting opposite side order from the same MTP Trading Group if the resting order is marked by the same MTP sublevel designation. MTP shall only be applicable to marketable contra-side orders that are both principal orders or are both agency orders. (iii) MTP Actions. An MTP Trading Group must be assigned a default MTP Action. The following MTP Actions may be applied to any incoming limit or market orders at the MTP Trading Group level as a default or at the individual order level ad hoc: (a) MTP Cancel Incoming ( N ): An incoming limit or market order marked N will not execute against opposite side resting interest originating from the same MTP Trading Group or MTP sublevel, if applicable. Only the incoming order will be cancelled pursuant to MTP. (b) MTP Cancel Resting ( O ): An incoming limit or market order marked O will not execute against opposite side resting interest originating from the same MTP Trading Group or MTP sublevel, if applicable. Only the resting order will be cancelled pursuant to MTP. (c) MTP Cancel Both ( B ): An incoming limit or market order marked B will not execute against opposite side resting interest originating from the same MTP Trading Group or MTP sublevel, if applicable. The entire size of both orders will be cancelled pursuant to MTP. (iv) MTP Inactivate ( I ): An incoming limit or market order marked I will inactivate the default MTP Action for the incoming order. I may only be applied at the order level ad hoc. An incoming order marked I may be marked by an optional MTP sublevel designation. (v) The MTP modifier is not compatible with the Fill Or Kill modifier, as defined under paragraph (d)(2). Any limit or market order marked MTP and Fill Or Kill shall be rejected by the Matching System. Rules of the Chicago Stock Exchange, Inc. Page 25

(c) Order Display Modifiers. One or more order display modifiers may be applied to a limit orders, subject to the requirements of Article 20, Rule 4, so long as the modifier is compatible with the general order type and other applicable order modifiers/terms. (1) Always Quote : an order modifier which will cause the CHX Matching System to cancel the unexecuted balance of an otherwise displayable order, where: (A) The unexecuted balance is an odd lot, pursuant to paragraph (f)(2) and priced at the CHX best bid or best offer; and (B) The order cannot be displayed as part of an aggregated quote because there are no other orders on the CHX book with which such an order can be aggregated, pursuant to Article 20, Rule 8(d)(3). (2) "Do Not Display": a modifier, for orders of at least 1,000 shares when entered, that requires the order not be displayed in whole. All limit orders marked Do Not Display resting on the CHX book shall be handled as CHX Only, as defined under Article 1, Rule 2(b)(1)(C), even if such orders were not originally marked CHX Only, which cannot be overridden by an order sender. (3) "Reserve Size": a modifier that identifies a portion of the order that should be displayed and a portion of the order that should not be displayed, along with an instruction that the displayed portion should be refreshed to the original display quantity (or the remaining number of shares, if less) whenever the displayed share size falls below a specified threshold. Refreshed displayed portions of Reserve Size orders shall be ranked in the CHX book pursuant to Article 20, Rule 8(b)(4). (d) Order Duration ( Time-In-Force ) Modifier. One order duration modifier may be applied to a general order type, subject to the requirements of Article 20, Rule 4, so long as the modifier is compatible with the general order type and other applicable order modifiers/terms. (1) "Day": a modifier that requires an order to be in effect only for the day on which it is submitted to the Exchange. An order sender may identify a limit order marked Day to be effective during specified trading sessions only, as described under Article 20, Rule 1, provided that -1- the identified trading session(s) are consecutive and valid and -2- the order is received by the Matching System during one of the trading sessions for which it is identified as being effective. A limit order marked Day without a specified trading session identifier will be considered effective upon receipt and every subsequent valid trading session for the remainder of the trading day. (2) "Fill Or Kill" or "FOK": a modifier that requires an order to be executed in full and for limit orders, at or better than its limit price, as soon as the order is received by the Matching System, but that will be immediately cancelled if it cannot be executed in full. Rules of the Chicago Stock Exchange, Inc. Page 26

An order marked FOK may be executed at one or more different prices against orders in the Matching System (including any Reserve Size or undisplayed orders). An order marked FOK shall be deemed to have been received Do Not Route, as defined under paragraph (b)(3)(a), which cannot be overridden by an order sender. (3) "Good Til Date" or GTD : a modifier that requires an order to be executed, in whole or in part, within a specified time period, with any unexecuted balance of the order to be immediately cancelled at the end of the specified time period. No order marked GTD shall be in force longer than the trading day on which it is received. (4) "Immediate Or Cancel" or "IOC": a modifier that requires an order to be executed, either in whole or in part and for limit orders, at or better than its limit price, as soon as the order is received by the Matching System, with any unexecuted balance of the order to be immediately cancelled. Orders marked IOC shall be executed against any orders in the Matching System at or better than the Exchange's BBO (including any Reserve Size or undisplayed orders at or better than that price). An order marked IOC shall be deemed to have been received Do Not Route, as defined under paragraph (b)(3)(a), which cannot be overridden by an order sender. (e) Order Settlement Terms. One order settlement term may be applied to a general order type, subject to the requirements of Article 20, Rule 4(a) and (b), so long as the term is compatible with the general order type and other applicable order modifiers. (1) "Regular Way Settlement": a transaction for delivery on the third full business day following the day of the contract. By default, all contracts are subject to Regular Way Settlement. (2) Non-Regular Way Settlement : a transaction to be settled on one of the following conditions: Cash, Next Day, or Seller s Option. The Matching System will only accept cross orders for Non-Regular Way Settlement. A cross order marked for Non-Regular Way Settlement may execute at any price, without regard to the NBBO or any other orders in the Matching System. (A) "Cash": a transaction for delivery on the day of the contract. Any cross order that is for cash settlement must be received by the Matching System by 2:00 p.m. Central Standard Time or such other time that may be established by the Exchange and communicated to Participants from time to time. (B) "Next Day": a transaction for delivery on the next business day following the day of the contract. (C) "Seller's Option": a transaction for delivery within the time specified in the option, which time shall not be less than four (4) full business days nor more than 60 days Rules of the Chicago Stock Exchange, Inc. Page 27

following the day of the contract; except that the Exchange may provide otherwise in specific issues of stocks or classes of stocks. (f) Order Size Attributes (1) "Mixed Lot": an order of any number of shares greater than 100 shares, that is not a multiple of a round lot, unless otherwise determined by the Committee on Exchange Procedure. (2) Odd Lot : an order of any number of shares less than 100 shares, unless otherwise determined by the Committee on Exchange Procedure. (3) Round Lot : an order of 100 shares, unless otherwise determined by the Committee on Exchange Procedure. (g) Special Order Handling. An order may be subject to special handling under the following circumstances: (1) "Cross With Size": a cross order (except any cross order subject to Non-Regular Way Settlement) to buy and sell at least 5,000 shares of the same security with a total value of at least $100,000 will execute, notwithstanding resting orders in the CHX Book at the same price, where: (A) the order is at a price equal to or better than the Working Price, as defined under Article 1, Rule 1(pp), of all resting orders on the CHX book and would not constitute a trade-through under Regulation NMS (including all applicable exceptions and exemptions); and (B) the size of the order must be larger than the largest order displayed in the Matching System at that price. The Matching System will execute any cross order or modified cross order (except any cross order subject to Non-Regular Way Settlement) as a Cross With Size if the order meets the requirements for a Cross With Size. A Cross With Size may represent interest of one or more Participants of the Exchange. A Cross With Size order may only be executed in an increment permitted by Article 20, Rule 4(a)(7)(b). (h) Order modifiers related to SNAP. One or more order modifiers related to SNAP, as described under Article 18, Rule 1, may be applied to limit orders only, subject to the requirements of Article 20, Rule 4, so long as the modifier is compatible with other applicable order modifiers/terms. (1) Start SNAP : a limit order modifier that -1- initiates a SNAP Cycle in a specified security, as described under Article 18, Rule 1(b), if the limit order marked Start SNAP meets the requirements of subparagraph (A) or, -2- joins a SNAP Cycle in progress, if it Rules of the Chicago Stock Exchange, Inc. Page 28

does not meet the requirements of subparagraph (A), but meets the requirements of proposed subparagraph (C). A limit order marked Start SNAP is not executable during the Open Trading State, as defined under Article 1, Rule 1(qq). A limit order marked Start SNAP that does not meet the requirements of either subparagraph (A) or (C) shall be cancelled. (A) Requirements to initiate a SNAP Cycle. A limit order marked Start SNAP shall only initiate a SNAP Cycle if the following conditions are met. If any one of the following conditions are not met, the limit order marked Start SNAP will be cancelled, unless it meets the requirements of subparagraph (C). (i) Size. A limit order marked Start SNAP must be for (a) at least 2,500 shares and have a minimum aggregate notional value of $250,000 or (b) at least 20,000 shares with no minimum aggregate notional value requirement; provided, however, that certain issues specified below have special minimum size requirements: Special Issues Minimum Size Berkshire Hathaway, Inc. (BRK-A) 100 (ii) Price. The limit price of a buy (sell) order marked Start SNAP must be priced at or through the National Best Offer (National Best Bid) at the time the order was received by the Matching System. If the National Best Bid and Offer ( NBBO ) is crossed or a two-sided NBBO does not exist at the time the limit order marked Start SNAP is received by the Matching System, the limit order marked Start SNAP shall not initiate a SNAP Cycle. A limit order marked Start SNAP and Sell Short, as defined under Article 1, Rule 2(b)(3)(E), for a covered security subject to short sale price test restriction, shall not initiate a SNAP Cycle and shall be cancelled. (iii) Timing. A limit order marked Start SNAP will only initiate a SNAP if it is received during the regular trading session; provided, however, that it will not initiate a SNAP if it is received (a) within five minutes of the first two-sided quote in the subject security having been received by the Exchange from the primary market disseminated after either the beginning of the regular trading session or a trading halt, pause or suspension that required the Exchange to suspend trading in the subject security; (b) within five minutes of the end of the regular trading session; (c) during a SNAP Cycle or (d) within one minute after the completion of the previous SNAP Cycle. (iv) Routing unavailable. A limit order marked Start SNAP will not initiate a SNAP if the CHX Routing Services, as described under Article 19, are not available at the time the order is received by the Matching System. Rules of the Chicago Stock Exchange, Inc. Page 29

(B) Minimum SNAP execution size condition. An order sender may instruct that the entire SNAP Cycle be cancelled, without any executions, if the sum of -1- the minimum number of shares that could be executed within the Matching System at the SNAP Price, as defined under Article 1, Rule 1(rr), and -2- the number of shares that are to be routed away, pursuant to Article 19, Rule 3(a)(4) and (5), is less than the minimum number of shares required for the limit order marked Start SNAP to initiate a SNAP Cycle. (C) SNAP AOO - One And Done handling. By default, a limit order marked Start SNAP that does not meet the requirements of subparagraph (A) and is received by the Matching System during a SNAP Order Acceptance Period, as described under Article 18, Rule 1(b)(2), shall be handled as SNAP AOO - One And Done, as defined under paragraph (h)(3)(b), and join the SNAP Cycle in progress, if the order meets the requirements of paragraph (h)(3)(b). The order sender may instruct that the limit order marked Start SNAP not be subject to this special handling even if eligible. (2) Cancel On SNAP : a limit order modifier that requires the order to be cancelled upon initiation of a SNAP Cycle or cancelled upon receipt if received during a SNAP Cycle. (3) SNAP Auction Only Orders or SNAP AOOs : a limit order marked by, or handled as, one of the modifiers below, that is only executable during a SNAP Cycle, as described under Article 18, Rule 1(b). SNAP AOOs shall only be accepted from the beginning of the early session to five minutes prior to the end of the regular trading session. Upon receipt by the Exchange, all valid SNAP AOOs shall either be queued or immediately ranked on the SNAP CHX book, as described under Article 20, Rule 8(b)(2)(A). A SNAP AOO must be for (a) at least 250 shares and have a minimum aggregate notional value of $25,000 based on its corresponding SNAP AOO Reference Price or (b) at least 2,000 shares with no minimum aggregate notional value requirement; provided, however, that certain issues specified below have special minimum size requirements. If there is no special minimum size requirement noted for a security, the SNAP AOO Reference Price for the security shall be the last sale in the subject security that was not permitted to tradethrough the National Best Bid and Offer ( NBBO ) at the time the last sale was executed. If a SNAP AOO Reference Price cannot be determined, the SNAP AOO shall be cancelled. Special Issues Minimum Size Berkshire Hathaway, Inc. (BRK-A) 10 Rules of the Chicago Stock Exchange, Inc. Page 30

(A) SNAP AOO - Day": a limit order modifier that requires the order to only participate in the next SNAP Cycle for which it is eligible and every SNAP Cycle thereafter for the remainder of the trading session until fully-executed or cancelled. (B) SNAP AOO - One And Done": a limit order modifier that requires the order to only participate in the next SNAP Cycle for which it is eligible with any unexecuted remainder to be cancelled; provided, however, that if the SNAP Cycle in which the limit order marked SNAP AOO One And Done was participating was aborted prior to the stage three Pricing and Satisfaction Period of the SNAP Cycle, the order shall be requeued, pursuant to Article 20, Rule 8(b)(2)(A), and not cancelled. (C) SNAP AOO - Pegged : a limit order modifier only available for orders marked SNAP AOO Day or SNAP AOO - One And Done, that requires the order to be priced at the less aggressive of an optional limit price or mandatory offset price from the NBBO ascertained from the market snapshot taken pursuant to Article 18, Rule 1(b)(2)(E). An order sender that submits a limit order marked SNAP AOO - Pegged must specify one of the following pricing options: (i) Midpoint. Priced at the midpoint of the NBBO or the locking price if the NBBO is locked. If the NBBO is crossed, the order shall not participate in the instant SNAP Cycle, even if there is an optional limit price indicated. (ii) Market. A buy (sell) order shall be priced at, or a specified offset below or above, the NBO (NBB). (iii) Primary. A buy (sell) order shall be priced at, or a specified offset below or above, the NBB (NBO). Amended September 29, 2006; August 20, 2007; October 17, 2007; December 21, 2007; January 14, 2008; May 5, 2008; September 1, 2009; December 16, 2009; April 21, 2011; March 1, 2012 (SR-CHX-2012-02); March 1, 2013 (SR-CHX-2013-07); March 28, 2013 (SR-CHX-2013-08); May 6, 2013 (SR-CHX-2013-10); November 20, 2013 (SR-CHX-2013-20); December 9, 2013 (SR- CHX-2013-21); December 23, 2013 (SR-CHX-2013-23); May 22, 2014 (SR-CHX-2014-07); September 8, 2014 (SR-CHX-2014-15); October 31, 2014 (SR-CHX-2014-18); May 13, 2016 (SR- CHX-2015-03, SR-CHX-2015-05 and SR-CHX-2016-01). Rule 3. Time All times identified in the Rules, unless otherwise specified, are in Central Time. Rules of the Chicago Stock Exchange, Inc. Page 31

Amended September 29, 2006. Rule 4. Exchange Use of the Securities Information Processors (a) The consolidated market data disseminated by the securities information processors shall be the only market data feeds utilized by the Exchange for the handling, execution and routing of orders, as well as for the regulatory compliance processes related to those functions. Adopted July 16, 2014 (SR-CHX-2014-10); amended February 12, 2015 (SR-CHX-2015-01). Rules of the Chicago Stock Exchange, Inc. Page 32

ARTICLE 2. Committees Rule 1. Appointment and Approval The committees provided for in this Article shall be appointed as provided in the Exchange's bylaws or as set out in this Article. Except as otherwise required by rules in this Article, the Vice Chairman of the Board shall designate the chairman and one or more vice chairmen of each such committee. A temporary member of any such committee may be appointed, using the same process required for regular appointments to the committee, during the absence or inability to act of a regular member; such temporary appointee shall have all the rights, power, authority, duties and obligations of the regular committeeman until the latter is again present and able to act. Amended Mar. 13, 1980; Dec. 28, 1992; Sept. 4, 2001; February 9, 2005. Rule 2. Executive Committee There shall be an Executive Committee, which shall have not less than five members, all of whom shall be directors, plus the Chairman of the Board. A majority of the committee members (including the Chairman if the Chairman is a Public Director) shall be Public Directors. The Chairman of the Board shall be the Chairman of the Executive Committee. The Executive Committee shall have such powers as may be delegated to it by the Board of Directors, and between meetings of the Board of Directors, it shall have, and may exercise, all the rights, powers, authority, duties and obligations of the Board of Directors not otherwise delegated to another committee or an officer or officers of the Exchange by the bylaws, rules or by the Board of Directors, except the authority to propose amendments to the certificate of incorporation, to adopt an agreement of merger or consolidation, to recommend to stockholders the sale, lease or exchange of all or substantially all of the property and assets of the Exchange or to recommend to the stockholders a dissolution of the Exchange or the revocation of a dissolution. Amended February 9, 2005. Rule 3. Finance Committee There shall be a Finance Committee which shall have not less than five members, in addition to the Chairman of the Board, all of whom shall be Directors. The Committee shall review all annual Profit Plans and Budgets for the Exchange and its subsidiaries prior to submission to the Board and make such recommendations to the Board with respect thereto as it may deem appropriate. It shall review from time to time the financial condition of the Exchange and its subsidiaries, and make such recommendations to the management or to the Board with respect thereto as it may deem appropriate. It shall formulate an investment policy and submit same to the Board for approval, and shall review the performance of all Exchange investments on a quarterly basis. Rules of the Chicago Stock Exchange, Inc. Page 33

Amended Nov. 9, 1977; Apr. 12, 1994; Sept. 4, 2001; February 9, 2005. Rule 4. Regulatory Oversight Committee There shall be a Regulatory Oversight Committee which shall consist of at least five Public Directors. Up to two Participant Directors may be appointed to serve as non-voting advisors to the Committee. The Chairman of the Board, if he is not also serving as the Chief Executive Officer, shall be one of the Public Directors on the committee. The committee and any advisors shall be appointed by the Vice Chairman and approved by the Public Directors on the Exchange's Board of Directors. The committee shall select its chairman from among the Public Directors on the committee. The Regulatory Oversight Committee shall assist the Board in monitoring the design, implementation and effectiveness of the Exchange's programs to promote and enforce compliance with the federal securities laws, SEC rules and CHX rules. The committee shall have the powers and responsibilities set out in a written charter and approved by the Board from time to time. Amended February 9, 2005; April 29, 2008. Rule 5. Committee on Exchange Procedure There shall be a Committee on Exchange Procedure which shall have not less than seven members who shall be Participants. The chairman shall be a member of the Executive Committee. It shall have general supervision of the conduct and dealings on the Exchange and shall have the power to enforce the Exchange's rules and regulations by recommending staff investigations for violations thereof, in accordance with the procedure provided in Article 12. Notwithstanding the foregoing and Rule 10 of this Article, and except as otherwise provided under Article 14, Rule 1, the Committee if it so determines may act through a subcommittee to perform any of its duties pursuant to the Rules of the Exchange or otherwise. A subcommittee shall be composed of not less than three (3) Participants of the Exchange appointed by the Chairman of the Committee, a majority of whom shall constitute a quorum. The Chairman of each subcommittee shall be a member of the full Exchange Procedure Committee. Except as provided in Article 20, Rule 10(d), any Participant adversely affected by a determination of a subcommittee regarding any matter may appeal to the full Committee within five days of receiving notice of its determination by making a written request therefore specifically stating the action complained of, the specific reasons why exception is taken thereto, and the relief sought. Any determination made by a subcommittee which is not specifically appealed as set forth herein shall be final. The determination of the Exchange Procedure Committee on appeal shall be final. Except as provided in Article 20, Rule 10(e), any action appealed shall be stayed until the appeal is decided. Amended July 8, 1980; Aug. 18, 1980; Feb. 10, 1984; Sept. 4, 2001; February 9, 2005; September 29, 2006; March 10, 2008, April 14, 2010 (SR-CHX-2010-07). Rules of the Chicago Stock Exchange, Inc. Page 34

Rule 6. Reserved Added April 14, 2010 (SR-CHX-2010-07). Rule 7. Judiciary Committee Whenever, in accordance with the Rules, a disciplinary matter is to be reviewed by a Judiciary Committee, the Chief Executive Officer shall appoint five disinterested Participants of the Exchange and/or general partners or officers of Participant Firms as a Judiciary Committee, for that purpose. A new Judiciary Committee shall be appointed to consider and determine each such matter. If a vacancy shall occur on a Judiciary Committee after it has begun its proceedings, the remaining members appointed by the Chief Executive Officer shall complete consideration and disposition of the matter. Once a Judiciary Committee has determined the matter for which it was appointed and has notified the Secretary in writing of its decision, it shall be dissolved automatically. Amended May 26, 1978; renumbered Aug. 18, 1980; amended Dec. 28, 1992; Sept. 4, 2001; February 9, 2005. Rule 8. Compensation Committee There shall be a Compensation Committee which shall consist of the Chairman of the Board and not less than two other Directors. A majority of the committee members shall be Public Directors. The Compensation Committee shall have the responsibility of establishing, without the Chairman's participation or vote when the Chairman also is acting as Chief Executive Officer, the compensation of the Chief Executive Officer and of coordinating with the Chief Executive Officer to determine the compensation of other Exchange officers, as well as a comprehensive corporate compensation and benefits policy for Exchange staff. The comprehensive corporate policy shall include the structure and the administration of the determined compensation policy, the advisability and use of outside consultants, and a periodic review of the manner in which the determined policy is being administered. Amended Feb. 29, 1980; renumbered Aug. 18, 1980; amended Dec. 28, 1992; Apr. 12, 1994; Mar. 16, 1998; renumbered and amended Sept. 4, 2001; February 9, 2005. Rule 9. Audit Committee There shall be an Audit Committee which shall have not less than three members, all of whom shall be Directors. The Chairman of the Board shall be one of the committee members when he is not also acting as the Chief Executive Officer. A majority of the committee members shall be Public Directors. The Chairman of the Committee shall be a Public Director. The Committee shall assist the Board of Directors in monitoring the integrity of the Exchange's financial statements, the Exchange's systems of internal controls and the qualifications, Rules of the Chicago Stock Exchange, Inc. Page 35

independence and performance of the Exchange's internal auditor and independent public accountant. In addition, to the extent not performed by the Regulatory Oversight Committee, the Committee shall assist the Board in monitoring the Exchange's compliance with legal and regulatory requirements that may have a material impact on the financial statements. The Committee shall have the direct responsibility and authority to engage and oversee the work of the independent public accountant retained to audit the Exchange's financial statements and shall have all other responsibilities that are given to it by the Board of Directors from time to time. The Committee's powers and responsibilities shall be set out in a written charter and approved by the Board from time to time. Adopted Nov. 9, 1977; renumbered Aug. 18, 1980; amended Jan. 11, 1982; Dec. 28, 1992; Apr. 12, 1994; Mar. 16, 1998; renumbered and amended Sept. 4, 2001; February 9, 2005. Rule 10. Participant Advisory Committee There shall be a Participant Advisory Committee, which shall have not less than five members, all of whom shall be Participants. The Committee shall have the responsibility to recommend for adoption by the Board of Directors rules or regulations as may be necessary for the convenient and orderly transaction of business on the Exchange. It shall also advise Exchange management regarding enhancements to the facilities and other issues affecting Participants. Amended February 9, 2005; September 29, 2006. Rule 11. Nominating and Governance Committee There shall be a Nominating and Governance Committee which shall have the composition set out in the Exchange's Bylaws. The Committee shall have the responsibility to (a) annually nominate directors for the class of directors standing for election at the annual meeting of stockholders that year; and (b) periodically review the organization and governance structure of the Exchange and its subsidiaries, and make such recommendations to the Board with respect thereto as it may deem appropriate. Adopted Dec. 26, 1992; Apr. 12, 1994; renumbered and amended Sept. 4, 2001; February 9, 2005; September 25, 2006. Rule 12. Committee Quorum One-half of its members, including the ex-officio ones, shall constitute a quorum of each committee provided for in this Article, except for the Executive Committee, the Compensation Committee, the Regulatory Oversight Committee and the Audit Committee. For the Executive Committee, the Compensation Committee, the Regulatory Oversight Committee and the Audit Committee, a quorum for the transaction of business shall consist of one-half of the committee members, including not less than 50 percent of the Public Directors serving as members of such Rules of the Chicago Stock Exchange, Inc. Page 36

committees. If at least 50 percent of the Public Director committee members are (a) present at or (b) have filed a waiver of attendance for a meeting after receiving an agenda prior to such meeting, the requirement that not less than 50 percent of the Public Director committee members be present to constitute the quorum shall be deemed satisfied. Renumbered Nov. 9, 1977; Aug. 15, 1980; amended Nov. 2, 1984; Dec. 28, 1992; Mar. 16, 1998; renumbered Sept. 4, 2001; February 9, 2005; May 22, 2014 (SR-CHX-2014-07). Rules of the Chicago Stock Exchange, Inc. Page 37

ARTICLE 3. Participants and Participant Firms Rule 1. Qualifications Each Participant Firm must hold a valid Trading Permit to transact business on the Exchange. An applicant for a Trading Permit shall meet, and a Participant Firm shall continue to meet, the following basic qualifications: Citizenship and Form of Organization (a) If a partnership, an applicant or Participant Firm shall have at least two general partners. If a corporation, an applicant or Participant Firm shall be organized under the laws of one of the states of the United States, under the Canada Corporations Act or the incorporation statute of a Canadian province, or under a comparable statute of such other Country in which the corporation is domiciled. The Exchange may, in its discretion, and on such terms and conditions as the Exchange may prescribe, approve as a Participant Firm entities that have characteristics essentially similar to corporations, partnerships or both, including limited liability corporations. Such entities, and persons associated therewith, shall, upon approval, be fully, formally and effectively subject to the jurisdiction of, and to the bylaws and Rules of, the Exchange to the same extent and degree as are any other Participants organized as a corporation or partnership and persons associated therewith. Amended Aug. 26, 1994; February 9, 2005; September 25, 2006. No Statutory Disqualification (b) An applicant or Participant (including any Associated Person) may not be subject to an order of the Commission (1) denying, suspending or revoking the registration of such person as a broker or dealer, or (2) barring or suspending such person from being associated with a broker or dealer. Primary Purpose of Participant (c) (1) The primary purpose of every Participant shall be the transaction of business as a broker or dealer in securities. With prior approval of the Exchange, Participants may engage in any activities substantially related to the securities business. (2) A Participant meeting the foregoing qualifications as to its principal purpose shall not be ineligible for a Trading Permit by reason of engaging in any other aspect of the securities business (unless in violation of other Rules or written policies of the Exchange), the commodities business, or the insurance business, but a Participant may not engage in any business or businesses other than the foregoing without the express approval of the Exchange. Rules of the Chicago Stock Exchange, Inc. Page 38

(3) All of the principal officers and (unless otherwise approved by the Exchange's Executive Committee) a majority of the directors of a member corporation shall be persons who are actively engaged in the conduct of a Participant Firm's business. Experience and Knowledge of Securities Business (d) The active principals and branch office managers of a Participant Firm shall have adequate experience in and knowledge of the securities business to comply with the Rules and policies of the Exchange and to properly serve the public. Whenever the Exchange determines that such experience or knowledge is inadequate, such persons may be required to take appropriate examinations or courses of instruction. Capital Requirements for Participants (e) Each Participant subject to Rule 15c3-1 promulgated under the Exchange Act, shall comply with the capital requirements prescribed therein. The Exchange may at any time or from time to time with respect to a particular Participant or all Participants prescribe greater net capital or net worth requirements than those prescribed under this Rule including more stringent treatment of items in computing net capital or net worth. Amended July 20, 1994; February 9, 2005; September 29, 2006, April 14, 2010 (SR-CHX-2010-07). Responsibilities of Foreign Participants (f) A Participant which does not maintain an office in the United States responsible for preparing and maintaining financial and other reports required to be filed with the Commission and the Exchange must: (1) prepare all such reports, and maintain a general ledger chart of accounts and any description thereof, in English and U. S. dollars; (2) reimburse the Exchange for any expenses incurred in connection with examinations of the Participant (a) to the extent that such expenses exceed the cost of examining a Participant located within the continental United States in the geographic location most distant from the principal office of the Exchange or, (b) in such other amount as the Exchange may deem to be an equitable allocation of such expenses; (3) ensure the availability of an individual fluent in English and knowledgeable in securities and financial matters to assist representatives of the Exchange during examinations; and (4) utilize, either directly or indirectly, the services of a broker/dealer registered with the Commission, a bank or a clearing agency registered with the Commission located in the Rules of the Chicago Stock Exchange, Inc. Page 39

United States in clearing all transactions involving members of the Participant corporation, except where both parties to a transaction agree otherwise. Amended Nov. 28, 1980; February 9, 2005; May 22, 2014 (SR-CHX-2014-07). Interpretations and Policies:.01 Banks and Bank Holding Companies as Participant Firms. At least until pending legal and legislation questions affecting such Participants are clarified, the Exchange will not approve a bank or bank holding company as a Participant Firm. Amended July 29, 1991; February 9, 2005. Rule 2. Rights and Privileges of Participants (a) A Trading Permit confers on a Participant Firm the revocable license to execute approved securities transactions through the Exchange's trading facilities or to have those transactions executed on its behalf. A person associated with a Participant Firm who is registered with the Exchange under Article 6 as an Institutional Broker Representative or a Market Maker Authorized Trader has the right to execute approved securities transactions on the Exchange or through the Exchange's Trading Facilities. No rights shall be conferred by the issuance of a Trading Permit or by registration with the Exchange under Article 6 except those set forth in the Rules of the Exchange. (b) Only Participants in Good Standing may enjoy the rights and privileges of being a Participant, may hold themselves out for any purpose as Participants or otherwise affiliated with the Exchange, and may deal on or with the Exchange on any basis other than as non-participants, except as otherwise provided in the bylaws or these Rules. (c) A Participant not in good standing shall continue to be liable for financial obligations accruing prior to revocation of the Participant's Trading Permit and may be proceeded against for any violation of the bylaws or Rules committed by him or it either before or after he or it was deemed not in good standing, in all respects as if he or it were in good standing. (d) No applicant shall become a Participant until its application or registration is approved and the applicant has filed with the Exchange a written pledge to abide by the Rules of the Exchange as now existing and as from time to time amended. In the case of a Participant Firm, such pledge shall be in the form of a certified resolution and shall bind the Participant Firm and present and future partners, officers, directors or principals. (e) All Trading Permits must be held by active Participant Firms. No Participant Firm shall hold more than one Trading Permit. Rules of the Chicago Stock Exchange, Inc. Page 40

Amended July 29, 1991; February 9, 2005; September 25, 2006; September 29, 2006; March 30, 2016 (SR-CHX-2016-04). Rule 3. Application Procedure Applications for Trading Permits shall be made according to the following procedures: Application (a) Each application for a Trading Permit shall be made in writing and be filed with the Exchange. All applications shall be investigated by the staff to determine if the applicant meets applicable requirements. Initial Determination (b) The Exchange shall approve an application for a Trading Permit if it finds that the applicant is qualified to hold a Trading Permit. If the Exchange determines that the applicant is not qualified to hold a Trading Permit, the applicant shall be sent a statement of reasons therefore and may, within 30 days of the receipt thereof, file a request with the Secretary of the Exchange for a hearing on the matter, in accordance with the provisions of Article 15. Term of Trading Permit (c) Unless otherwise suspended, revoked or terminated in accordance with these Rules, a Trading Permit shall remain valid for a term of one year following its issuance date. A valid Trading Permit shall automatically renew for an additional one-year term on each anniversary of the issuance date, unless the Participant has provided sixty days' prior written notice to the Exchange of the Participant's waiver of renewal, in which case the Trading Permit will automatically expire on the anniversary of the issuance date. Interpretations and Policies:.01 Participants that received Trading Permits on February 9, 2005 as a result of the Exchange's demutualization and provided notice of their waiver of renewal with respect to one or more of these Trading Permits during the 60 days preceding February 9, 2006, shall have the Trading Permits that were subject to the waiver of renewal expire, even though the Participant did not provide the 60 days' prior notice required by Rule 3(c) above. Amended May 11, 1977; Feb. 29, 1996; Jan. 21, 1997; Mar. 26, 1997; Feb. 9, 2005; July 6, 2006; September 29, 2006; May 22, 2014 (SR-CHX-2014-07). Rule 4. Filing Requirements/Parties Bound by Rules of Exchange Rules of the Chicago Stock Exchange, Inc. Page 41

All partnership articles, articles of incorporation, bylaws and all amendments thereto of a Participant Firm for which this Exchange is the Designated Examining Authority ("DEA") or of a Participant Firm subject to examination by another self-regulatory organization not having a comparable rule shall be submitted to and be acceptable to the Exchange. A Participant Firm, for which the Exchange is the DEA, that is a corporation shall also file with the Exchange a current list and descriptive identification of all officers and directors, as well as evidence, satisfactory to the Exchange, that the officers of the Participant Firm are duly authorized to act for the Participant Firm. General partners or officers of a Participant Firm shall be bound by the bylaws and Rules of the Exchange. Amended February 9, 2005; September 29, 2006. Rule 5. Exchange Not Bound by Partnership Agreement or Corporate Documents Nothing contained in the partnership agreement, articles of incorporation, operating agreement resolutions, or bylaws of any Participant Firm, or any amendment thereto, shall be binding upon the Exchange or any of its present or future Participants other than the parties to such partnership agreement, corporate document or amendment. The fact that any such partnership agreement, corporate document or amendment may have been or may be submitted to the Exchange or any of its officers, employees or committees shall not constitute or operate as notice to the Exchange or any of its present or future Participants of any limitations contained in such partnership agreement, corporate document or amendment on the rights and powers of the partnership or corporation or the rights, powers, duties and obligations of any partner of such partnership or officer or director of such corporation in respect of his or its status as a Participant. Added September 25, 2006. Rule 6. Subordination of Claims (a) A claim of any partner, stockholder, officer or director against a Participant Firm in which he is a general or limited partner, stockholder, officer or director shall be subordinate to all claims of customers and other Participants of the Exchange until such claims have been paid or provision for payment thereof shall have been made. (b) Withdrawal of Capital The partnership articles or organizational documents of each Participant Firm for which this Exchange is the Designated Examining Authority shall contain provisions that without prior written approval of the Exchange the capital contribution of any person may not be withdrawn on less than six months' written notice of withdrawal given no sooner than six months after such contribution was first made. Each Participant Firm shall promptly notify the Exchange of the receipt of any notice of withdrawal of any part of a person's capital contribution or if any withdrawal is not made because prohibited under the provisions of Commission Rule 15c3-1 (see 15c3-1(e)). Rules of the Chicago Stock Exchange, Inc. Page 42

Added September 25, 2006. Rule 7. Conducting Business as Partnership Except as may be otherwise permitted by the Exchange, no Participant Firm doing business with the public shall have less than 2 general partners; provided, however, that if by death or otherwise only one general partner remains in the firm, he may continue business under the firm name for such period as may be allowed by the Exchange. Added September 25, 2006. Rule 8. Limitation on Interests in Other Organizations No person shall at the same time be a partner, officer, director or stockholder in more than one Participant Firm, nor shall he be affiliated in any manner with a non-participant partnership or corporation which is engaged in the securities business, unless such affiliation has been disclosed to and is approved by his Participant Firm. A Participant Firm for which this Exchange is the Designated Examining Authority shall not be a subsidiary of a parent firm except in accordance with the following: (a) A Participant Firm for which this Exchange is the Designated Examining Authority may be a subsidiary of a parent firm if all requirements of the following paragraphs (1) through (3) are met in addition to other applicable Rules in Article 3: (1) Each parent firm shall agree to file with the Exchange annual financial statements of itself and its other subsidiaries. (2) Each parent firm shall agree to file with the Exchange and keep current (A) a list and descriptive identification of its directors, principal officers and principal stockholders (if a corporation) or its principal partners (if a partnership), and (B) an identification of the types of businesses conducted by itself and its other subsidiaries. The principal officers or principal partners of the parent firm shall be bound by the bylaws and Rules of the Exchange. (3) Each parent firm shall agree to furnish to the Exchange such information regarding security transactions and related activities of itself and its other subsidiaries as may be required by the Exchange to insure compliance with its Rules. (b) A Participant Firm for which this Exchange is the Designated Examining Authority may be a subsidiary of a parent firm in such other circumstances and subject to such other limitations or conditions as the Board of Directors or Executive Committee may find appropriate. Rules of the Chicago Stock Exchange, Inc. Page 43

No parent firm of a Participant Firm and no other subsidiary of such a parent firm shall engage in any aspect of the securities business or in any act, practice or course of conduct in connection with any aspect of the securities business which the Participant Firm itself would be prohibited from undertaking. No Participant Firm for which this Exchange is the Designated Examining Authority nor any partner, officer, director or principal stockholder of such Participant Firm, shall be affiliated with, or have any financial interest in, any other corporation or firm engaged in the securities business, unless such affiliation or financial interest has been duly disclosed to and approved by the Participant Firm. Added September 25, 2006, Amended April 14, 2010 (SR-CHX-2010-07; May 22, 2014 (SR-CHX- 2014-07). Rule 9. Notice of Death or Retirement of Partner A Participant Firm for which this Exchange is the Designated Examining Authority shall give the Exchange immediate written notice of the death of any partner, officer or director and not less than 5 days' prior written notice of the retirement of any partner, officer or director or the dissolution of the firm. Added September 25, 2006. Rule 10. Affiliation with Suspended Participants A Participant shall not form a partnership or corporation with a suspended Participant nor with any person who has been expelled from the Exchange nor with any insolvent person nor with any person who may have previously been a Participant and against whom any Participant holds a claim arising out of a transaction made during the time of such participation and which has not been released or settled in accordance with the Bylaws and Rules of the Exchange. Added September 25, 2006. Rule 11. Transfer of Equity Securities of a Participant Firm No Participant Firm for which this Exchange is the Designated Examining Authority and no officer, director or principal stockholder of such a Participant Firm shall, without the prior consent of the Exchange, sell, assign, transfer, pledge or hypothecate equity securities of the Participant Firm except to an officer, director or principal stockholder thereof; provided, however that such consent need not be obtained for any such transaction by an officer, director or principal stockholder involving less than 1% of a class of equity securities of the Participant Firm but a report shall be filed if and when two or more such transactions by any one officer, director or principal stockholder have aggregated 1% or more of a class of equity securities. No Participant Rules of the Chicago Stock Exchange, Inc. Page 44

Firm shall redeem or purchase its own shares, or in any other manner effect a reduction in its capital stock, without the prior consent of the Exchange. Interpretations and Policies:.01 Public Offerings The Exchange will not ordinarily consent to a public offering of equity securities unless the Participant Firm will have and agrees to maintain a ratio of not more than 50% of properly subordinated debt to equity (including common and preferred stock) after giving effect to such public offering; provided, however, that the Exchange may grant permission for a Participant Firm to depart temporarily from this requirement where a showing has been made that such departure will be in the interests of the customers and/or security holders of the Participant Firm..02 Limitation on Secondary Offerings Except in cases of death, forced withdrawal, retirement or extreme hardship, the Exchange will not ordinarily consent to a public offering of equity securities of a Participant Firm unless the primary purpose is to raise capital for the Participant Firm. Accordingly, except for such special cases, the Exchange will not ordinarily consent to a public offering on behalf of any of the officers, directors or principal stockholders of a Participant Firm unless such secondary offering is concurrent with a primary offering by the Participant Firm itself and at least 75% of the total offering is on behalf of the latter. Likewise, except for such special cases, the Exchange will not ordinarily consent to a private sale of equity securities of a Participant Firm by any of its officers, directors or principal stockholders to any corporation having publicly-held equity securities unless such sale is concurrent with an investment of capital in the Participant Firm that will significantly increase its net worth..03 Use of Proceeds The Exchange may withhold its consent to a public offering by a Participant Firm where proceeds to be received by it are not adequately devoted to meeting needs of its listed business; e.g., where back-office needs are neglected in favor of expanded sales..04 Compliance with Blue Sky Laws Participant Firms are hereby cautioned that they should be certain that any sale of their securities is made in accordance with the law of each state which may be applicable. It is strongly urged that each Participant Firm clear any sale of its securities with its counsel in order to insure against possible inadvertent violations of state securities laws. Added September 25, 2006, Amended April 14, 2010 (SR-CHX-2010-07). Rules of the Chicago Stock Exchange, Inc. Page 45

Rule 12. Reporting of Loans No Participant Firm for which this Exchange is the Designated Examining Authority shall make any substantial loan to any officer, director or principal stockholder thereof without promptly reporting the same to the Exchange in writing. Added September 25, 2006. Rule 13. Designation of E-Mail Addresses Every Participant and Participant Firm shall designate one or more e-mail addresses for the purpose of receiving Exchange notices and communications and shall promptly update those e- mail addresses when those addresses change or are no longer valid. An authorized representative of the Exchange may elect to transmit notices or other communications to Participants electronically; provided, however, that nothing in this rule shall be construed to supersede or modify either the method for service of process or other materials in any disciplinary proceeding or any other provisions of Exchange rules setting out a specific method for the receipt of information from the Exchange. Added September 25, 2006. Rule 14. "Voting Designee" of Participant Firm Designation (a) A Participant Firm shall designate in writing filed with the Exchange a Voting Designee. The Exchange and all other persons shall be entitled to rely upon such designation until a substitute Voting Designee has been designated as provided by paragraph (d) of this Rule or until a new Voting Designee has been approved by the Exchange. Voting Designees (b) A Voting Designee of a Participant Firm shall represent and act for the Participant Firm with respect to any matter upon which its vote, consent or similar formal expression is required or permitted and in connection with all meetings of Participants and the obtaining of any such consent or similar formal expression. A Voting Designee of a Participant Firm shall be one of its general partners, the chairman of its board, its president or one of its officers. Alternate Voting Designees (c) If it elects to do so, a Participant Firm may designate an alternate Voting Designee who shall have full authority to act instead of the Voting Designee. Rules of the Chicago Stock Exchange, Inc. Page 46

Substitutes (d) During the absence or disability of its regular Voting Designee (or both the Voting Designee and his alternate), a Participant Firm may, with the consent of the Exchange, designate a substitute Voting Designee, provided the substitute meets the requirements of this Rule. Added September 25, 2006. Rule 15. Transfers of Trading Permits Except as provided below, a Trading Permit is a license which cannot be transferred, by purchase, sale, assignment, lease or other transfer arrangement. The Exchange shall not be required to recognize any agreement or instrument entered into or executed by a Participant which purports to transfer or assign any interest in a Trading Permit, or which purports to create any lien or other right with respect to the Trading Permit, or which purports, in any manner, to provide for the disposition of the Trading Permit to a Participant's creditor. A Participant Firm may transfer its Trading Permit from the name of one Nominee employee to the name of another Nominee employee. The Participant Firm shall submit to the Exchange the name of the proposed transferee Nominee and, if the proposed Nominee is not in the control of a Participant Firm or otherwise a registered employee, shall submit all information required for the Exchange to conduct an investigation of the proposed Nominee. The proposed transfer shall not become effective until the Exchange approves the intrafirm transfer of the Trading Permit to the name of the proposed Nominee. Amended Mar. 31, 1977; Mar. 26, 1997; February 9, 2005; September 25, 2006; September 29, 2006. Rule 16. Termination of Trading Permit by Participant A Participant Firm that has been issued a Trading Permit may request that the Exchange terminate the Trading Permit by providing written notice to the Exchange in a manner approved by the Exchange. Termination of the Trading Permit at the Participant Firm's request does not discharge the Participant Firm from any financial or other obligations to the Exchange that accrued prior to termination of the Trading Permit. Amended Feb. 29, 1980; Dec. 28, 1992; Mar. 26, 1997; Sept. 4, 2001; February 9, 2005; September 25, 2006; September 29, 2006. Rule 17. Limitations on Exchange Personnel No officer or employee of the Exchange may be a general or limited partner, own or hold capital stock or have any direct or indirect financial interest in a Participant Firm. An officer or employee Rules of the Chicago Stock Exchange, Inc. Page 47

of any corporation, a majority of whose capital stock is owned by the Exchange, shall be deemed to be an employee of the Exchange within the meaning of this Rule. Added September 25, 2006. Rule 18. Suits Against Officers, Directors and Staff No Participant shall institute a lawsuit or any other type of legal proceeding against any officer, director, committee member, employee or agent of the Exchange or any of its subsidiaries or any other Exchange official, for actions taken or omitted to be taken in connection with the official business of the Exchange or any affiliate, including without limitation CHX Holdings, Inc., except to the extent such actions or omissions constitute violations of the federal securities laws for which a private right of action exists and except, with respect to Directors of the Exchange, to the extent such limitation is prohibited by Delaware law and the Exchange's Certificate of Incorporation. Added Aug. 9, 1994; amended Mar. 26, 1997; February 9, 2005; September 25, 2006; September 29, 2006. Rule 19. Limitation of Liability (a) Neither the Exchange, nor any affiliate of the Exchange, nor any of the directors, officers, committee members, officials, employees, contractors or agents of the Exchange or any of its affiliates shall be liable to Participants or to any persons associated with Participants for any loss, expense, damages or claims arising out of the use of the facilities, systems, services or equipment afforded by the Exchange, or for any interruption in or failure or unavailability of any such facilities, systems, services or equipment, whether or not such loss, expense, damages or claims result or are alleged to result from negligence or other unintentional errors or omissions on the part of the Exchange, its directors, officers, committee members, employees, contractors, agents or other persons acting on its behalf, or from systems failure, or from any other cause within or outside the control of the Exchange. Without limiting the generality of the foregoing, neither the Exchange, nor any subsidiary of the Exchange, nor any of the directors, officers, committee members, officials, employees, contractors or agents of the Exchange or any of its subsidiaries shall have any liability to any person for any loss, expense, damages or claims which result from any inaccuracy, error, omission or delay in, or omission of or from, the collection, calculation, compilation, maintenance or dissemination of any information derived from the Exchange, including but not limited to any current or closing index value or any reports of transactions in or quotations for securities. (b) The Exchange makes no warranty, express or implied, as to results to be obtained by any person or entity from the use of the Exchange's facilities or services or from the use of any data transmitted or disseminated by or on behalf of the Exchange or any reporting authority designated by the Exchange, including but not limited to, reports of transactions in or quotations for securities traded on the Exchange, or reports of interest rate measures or index values or related data, and the Rules of the Chicago Stock Exchange, Inc. Page 48

Exchange makes no express or implied warranties of merchantability or fitness for a particular purpose or use with respect to any such facilities, services or data. (c) No Participant or person associated with a Participant shall institute a lawsuit or other legal proceeding against the Exchange, an affiliate of the Exchange, or any director, officer, committee member, employee, contractor, agent or other official of the Exchange or any subsidiary of the Exchange, for actions taken or omitted to be taken in connection with the official business of the Exchange or any affiliate of the Exchange, except to the extent such actions or omissions constitute violations of the federal securities laws for which a private right of action exists. This provision shall not apply to appeals of disciplinary actions or other actions by the Exchange as provided for in the Rules. (d) The provisions of paragraphs (a) through (c) of this Rule shall be in addition to, and not in any way a limitation of, Sec. 5 of Article VI of the Exchange's bylaws. (e) Any Participant who fails to prevail in a lawsuit or administrative adjudicative proceeding instituted by that Participant against the Exchange or any of its officers, directors, committee members, employees or agents, shall pay to the Exchange all reasonable expenses, including attorneys' fees, incurred by the Exchange in the defense of such proceeding, but only in the event that such expenses exceed Fifty Thousand Dollars ($50,000.00). This provision shall not apply to internal disciplinary actions by the Exchange or administrative appeals. Added Aug. 9, 1994; amended Mar. 26, 1997; February 9, 2005; September 25, 2006; September 29, 2006. Rule 20. No Affiliation between Exchange and any Participant The Exchange or any entity with which it is affiliated shall not, directly or indirectly, acquire or maintain an ownership interest in a Participant in the absence of an effective filing under Section 19(b) of the Act. In addition, a Participant shall not be or become an affiliate of the Exchange, or an affiliate of any affiliate of the Exchange, in the absence of an effective filing under Section 19(b) of the Act. The term affiliate shall have the meaning specified in Rule 12b-2 under the Act. Nothing in this Rule 20 shall prohibit a Participant or its affiliate from acquiring or holding an equity interest in CHX Holdings, Inc. that is permitted by the ownership and voting limitation contained in the Certificate of Incorporation of CHX Holdings, Inc. In addition, nothing in this Rule 20 shall prohibit a Participant from being or becoming an affiliate of the Exchange, or an affiliate of any affiliate of the Exchange, solely by reason of such Participant or any officer, director, manager, managing member, partner or affiliate of such Participant being or becoming either (a) a Director (as such term is defined in the Bylaws of the Exchange) pursuant to the Bylaws of the Exchange, or (b) a Director serving on the Board of Directors of CHX Holdings, Inc. Added August 18, 2014 (SR-CHX-2014-13). Rules of the Chicago Stock Exchange, Inc. Page 49

Rule 21. Mandatory Participation Testing of Backup Systems (a) Pursuant to Regulation SCI and with respect to the Exchange s business continuity and disaster recovery plans, including its backup systems, the Exchange is required to establish standards for the designation of Participants that the Exchange reasonably determines are, taken as a whole, the minimum necessary for the maintenance of fair and orderly markets in the event of the activation of such plans. The Exchange has established standards and will designate Participants according to those standards as set forth below. All Participants are permitted to connect to the Exchange s backup systems and to participate in testing of such systems. (b) Certain Participants are required to connect to the Exchange s backup systems and participate in functional and performance testing as announced by the Exchange, which shall occur at least once every 12 months. The following Participants must participate in mandatory testing of the Exchange s backup systems: (1) Participants that have been determined by the Exchange to contribute a meaningful percentage of the Exchange s overall trades or volume. Interpretations and Policies.01 For purposes of identifying Participants that account for a meaningful percentage of the Exchange s overall trades or volume, the Exchange will measure trades and volume executed on the Exchange on a quarterly basis. The percentage of trades and volume that the Exchange considers to be meaningful for purposes of this Interpretation and Policy.01 will be determined by the Exchange and will be published in a circular distributed to Participants. The Exchange will also individually notify all Participants quarterly that are subject to paragraph (b) based on the prior calendar quarter s trades or volume. If a Participant has not previously been subject to the requirements of paragraph (b), such Participant will have until the next calendar quarter before such requirements are applicable. Adopted October 29, 2015 (SR-CHX-2015-09). Rules of the Chicago Stock Exchange, Inc. Page 50

ARTICLE 4. Exchange Systems and Services Rule 1. Book Feed (a) The CHX Book Feed allows a subscriber to view all individual CHX participant orders displayed in the Matching System, including the size and price associated with such order and the trade data for executions that occur within the Matching System, subject to Article 18, Rule 1(b). The Exchange will provide the CHX Book Feed only to a recipient which has entered into a Book Feed Subscriber agreement with the Exchange and in a form acceptable to the Exchange. (b) The fees and charges for a subscription to the CHX Book Feed are set forth in the Exchange s published Schedule of Fees and Assessments. Added June 10, 2011 (SR-CHX-2011-11); Amended May 13, 2016 (SR-CHX-2015-03). Rule 2. CHX Connect (a) CHX Connect is an electronic communications service owned and operated by the Exchange which allows Participants to transmit orders and related transaction information in any approved security directly to any destination (such as an over-the-counter market maker or order-routing vendor) connected to the service without being submitted to the Exchange s trading facilities. As an alternative to private order routing systems or vendors, Participants may also elect to use CHX Connect to transmit orders to the Exchange s Matching System and to its Institutional Brokers. Participants may designate where an order is to be directed on a security-by-security, or order-byorder basis. Instructions received on an order-by-order basis shall supersede previously-received instructions on a security-by-security basis. Use of the CHX Connect service is subject to the approval of the Exchange. (b) The fees and charges for a subscription to the CHX Connect service are set forth in the Exchange s published Schedule of Fees and Assessments. Added June 29, 2011 (SR-CHX-2011-14); March 1, 2012 (SR-CHX-2012-02). Rules of the Chicago Stock Exchange, Inc. Page 51

ARTICLE 5. Access To The Exchange Rule 1. Access to Exchange Systems Each Participant shall have reasonable procedures to maintain the physical security of the equipment used to access the Exchange to prevent improper use of, or access to, the Exchange. Interpretations and Policies:.01 Each Participant shall maintain and regularly update a list of persons who may obtain access to the Exchange on the Participant's behalf. Participants must provide that list to the Exchange upon request. Amended Nov. 9, 1977; Aug. 18, 1980; September 29, 2006. Rule 2. Required Payment of Fees As a condition of access to, and participation in, the Exchange, each Participant must agree to pay, to the Exchange, any fees charged by the Exchange, including fees associated with the routing of orders to other markets. Amended Feb. 29, 1980; Aug. 18, 1980; Dec. 26, 1992; Sept. 4, 2001; September 29, 2006; erroneous reference corrected on May 23, 2012. Rule 3. Non-Participant Access to the Exchange (a) A Participant (the "Sponsoring Participant") may provide authorized access to the Exchange for a non-participant broker-dealer, through a clearing arrangement or otherwise, only if the Sponsoring Participant, the non-participant broker-dealer and the Exchange (as appropriate) enter into one or more written agreements, in a form acceptable to the Exchange, prior to any access to the Exchange, that contain all of the following terms: (1) All orders submitted by the non-participant broker-dealer, and any executions resulting from those orders, are binding in all respects on the Sponsoring Participant; (2) The Sponsoring Participant is responsible for all actions taken and fees incurred in connection with any order submitted or transaction executed by the non-participant brokerdealer (and any person acting on behalf of the non-participant broker-dealer); (3) In all matters relating to the non-participant broker-dealer's access to the Exchange and its use of Exchange facilities, the Exchange shall communicate with the Sponsoring Participant and shall not be required to communicate with the non-participant broker-dealer at any time; Rules of the Chicago Stock Exchange, Inc. Page 52

(4) The non-participant broker-dealer agrees that it will have reasonable procedures to maintain the physical security of the equipment used to access the Exchange to prevent improper use of, or access to, the Exchange; and (5) The Sponsoring Participant agrees that it will indemnify and hold the Exchange harmless from any liability, loss, claim or expense which the Exchange may incur in connection with the agreement. (b) The Sponsoring Participant must provide signed copies of the agreements required by section (a) to the Exchange prior to the non-participant's access to the Exchange through the Sponsoring Participant. Amended Aug. 18, 1980; February 9, 2005; September 29, 2006. Rule 4. Denial of Access (a) The Exchange's Market Regulation Department may deny a Participant (or a non-participant broker-dealer) access to the Exchange for failure to comply with any of the requirements of Rules 1-3 above. If access is so denied, the Exchange shall notify the Participant (or non-participant broker-dealer) of that decision and of the reasons for that decision. (b) Any appeal from a decision of Exchange staff under paragraph (a), above, shall be made pursuant to the procedures set out in Article 15. Amended September 29, 2006. Rules of the Chicago Stock Exchange, Inc. Page 53

ARTICLE 6. Registration, Supervision and Training Rule 1. Notification of Wire Connection or Office Sharing Arrangements The Exchange may require in written form specified by the Exchange notification of wire connections and office sharing arrangements by Participants. Upon notice to a Participant that the Chief Executive Officer has withheld or withdrawn approval of such wire connection or office sharing arrangement, the same shall be terminated. Amended Feb. 29, 1980; Dec. 26, 1992; Sept. 4, 2001; February 9, 2005. Rule 2. Registration and Approval of Participant Personnel (a) All Representatives Must Be Registered. All Representatives shall be registered as such with the Exchange in the category of registration appropriate to the function to be performed. The individual associated person shall submit the appropriate application for registration, pass a qualification examination appropriate to the category of registration as prescribed by the Exchange, submit any required registration and examination fees and will be subject to continuing education requirements. Every other employee and person associated with a Participant must also be acceptable to the Exchange. (b) Definition of Representatives. Persons associated with a Participant who are engaged or will be engaged in the securities business of a Participant, or the management of such securities business, including the functions of supervision, solicitation, conduct of business or the training of persons associated with a Participant for any of these functions are Representatives. (c) Registration of Principals. All persons engaged or to be engaged in the securities business of a Participant who are to function as a Principal shall be registered with the Exchange as a General Securities Principal, unless the Principal meets the requirements under this Rule 2(c). Each Principal shall pass the Series 24 or Series 14 exam, as applicable, pursuant to Article 6, Rule 3(b). (1) Definition of Principals. Persons associated with a Participant, enumerated in subparagraphs (A) through (E) hereafter, who are actively engaged in the management of the Participants' securities business, including supervision, solicitation, conduct of business or the training of persons associated with a member for any of these functions are designated as Principals. Such persons shall include: (A) Sole Proprietors; (B) Officers; (C) Partners; Rules of the Chicago Stock Exchange, Inc. Page 54

(D) Branch office managers; and (E) Directors. (2) Securities Trader Principal (A) Each Principal shall register with the Exchange as a Securities Trader Principal if such Principal supervises the securities trading activities of a Participant. A Principal is required to pass the Series 57 exam as a prerequisite to registration as a Securities Trader Principal. (B) A person registered as a Securities Trader Principal shall only be qualified to supervise the securities trading activities of a Participant and shall not be qualified to supervise any other activities of a Participant. A Principal shall not be qualified to supervise the trading activities of a Participant, unless such person is registered as a Securities Trader Principal. (3) Limited Principal Financial and Operations (A) Each Participant that is operating pursuant to the provisions of Exchange Act Rule 15c3-1(a)(1)(ii), (a)(2)(i) or (a)(8), shall designate as Limited Principal Financial and Operations those persons associated with it, at least one of whom shall be its chief financial officer, who performs the duties described in subparagraph (B) hereof. Each person associated with a Participant who performs such duties shall be required to register as a Limited Principal Financial and Operations with the Exchange and shall pass an appropriate Qualification Examination before such registration may become effective. (B) The term Limited Principal Financial and Operations ( FINOP ) shall mean a person associated with a Participant whose duties include: (i) final approval and responsibility for the accuracy of financial reports submitted to any duly established securities industry regulatory body; (ii) final preparation of such reports; (iii) supervision of individuals who assist in the preparation of such reports; (iv) supervision of and responsibility for individuals who are involved in the actual maintenance of the Participant s books and records from which such reports are derived; (v) supervision and/or performance of the Participant s responsibilities under all financial responsibility rules promulgated pursuant to the provisions of the Act; Rules of the Chicago Stock Exchange, Inc. Page 55

(vi) overall supervision of and responsibility for the individuals who are involved in the administration and maintenance of the Participant s back office operations; or (vii) any other matter involving the financial and operational management of the Participant. (C) A person registered solely as a FINOP shall not be qualified to function in a Principal capacity with responsibility over any area of business activity not described in subparagraph (B) hereof. (D) A FINOP of a Participant Firm may be a full-time employee, a part-time employee or independent contractor of the Participant Firm. Participants must provide prompt written notice to the Exchange's Compliance and Examinations Department for each person designated as a FINOP reporting whether such person is a full-time employee, part-time employee or independent contractor. (4) Chief Compliance Officer. Each Participant Firm shall name one (1) Chief Compliance Officer who must comply with the Examination and Qualification provisions set forth in Rule 3(b) below. (5) Requirement of Two Registered Principals for Participants. A Participant shall have at least two officers or partners who are registered as Principals with respect to each aspect of the Participant s securities business pursuant to the applicable provisions of Rule 3 of this Article. This requirement applies to applicants seeking admission as Participants and existing Participants. In addition to the two registered Principals, Participants shall also have at least one person qualified for registration as a FINOP pursuant to Rule 3(c) of this Article. (6) Waiver of Two-Principal Requirement. Based upon the written application of the Participant or prospective Participant, the Exchange may waive the requirement to maintain two Principals if the Participant demonstrates conclusively that only one individual acting in such capacity should be required to register. A Participant that conducts a proprietary trading business only and has 25 or fewer Representatives shall only be required to have one officer or partner who is registered as a Principal. A Participant shall be considered to conduct only proprietary trading if the Participant has the following characteristics: (A) The Participant is not required by Section 15(b)(8) of the Exchange Act to become a FINRA member; (B) All funds used or proposed to be used by the Participant are the Participant s own capital, traded through the Participant s own accounts; Rules of the Chicago Stock Exchange, Inc. Page 56

(C) The Participant does not, and will not, have customers; and (D) All persons registered on behalf of the Participant acting or to be acting in the capacity of a trader must be owners of, employees of, or contractors to the Participant. (d) Persons Exempt from Registration. The following persons associated with a Participant are not required to be registered with the Exchange: (1) persons associated with a Participant whose functions are solely and exclusively clerical or ministerial; (2) persons associated with a Participant who are not actively engaged in the securities business; (3) individual Participants and individual associated persons whose functions are related solely and exclusively to the Participant s need for nominal corporate officers or for capital participation; and (4) individual associated persons whose functions are related solely and exclusively to: (A) transactions in commodities; or (B) transactions in security futures; or (C) effecting transactions at another national securities exchange and who are registered as members with such exchange. (e) Other Registration Requirements. A Participant shall not make application for the registration of any person associated with the Participant where there is no intent to employ such person in the securities business of the Participant. A Participant shall not maintain a registration with the Exchange for any person (1) who is no longer active in the Participant s securities business; (2) who is no longer functioning in the registered capacity; or (3) where the sole purpose is to avoid an examination requirement. A Participant may, however, maintain or make application for registration of an individual who performs legal, compliance, internal audit, back-office operations, or similar responsibilities for the Participant, or a person who performs administrative support functions for registered personnel, or a person engaged in the securities business of a foreign securities affiliate or subsidiary of the Participant. Upon notice to a Participant that the Exchange has withheld or withdrawn approval of the registration of a person required to be registered hereunder, or has withheld or withdrawn approval of any other person, the relationship between the Participant and such person (unless in a different capacity for which such person is deemed acceptable) shall be terminated. Rules of the Chicago Stock Exchange, Inc. Page 57

(f) Statutory Disqualification. If a Participant knows, or in the exercise of reasonable care should know, that any prospective employee or person associated with the Participant is subject to one or more statutory disqualifications referred to in the Exchange Act, such Participant shall submit details on Form U-4, on such prospective employee or person associated with such Participant to the Exchange and receive Exchange approval before such person becomes associated with the Participant. Each Participant shall take reasonable care to determine the existence of a statutory disqualification prior to employing any prospective person to be associated with the Participant. If a person already associated with a Participant thereafter becomes subject to a statutory disqualification, notice shall be sent to the Exchange promptly, in the form of an amended Form U-4 (for Representatives). If a Participant or Participant Firm becomes subject to a statutory disqualification, the Participant or Participant Firm shall promptly notify the Exchange. (g) Lapse of Registration. Any person whose registration has been revoked by the Exchange or whose most recent registration as a Representative or Principal has been terminated for a period of two (2) or more years immediately preceding the date of receipt by the Exchange of a new application shall be required to pass a Qualification Examination appropriate to the category of registration as specified in Rule 3 of this Article. Amended Mar. 30, 1972; covered by Rules 2(a), 5 and 9 prior to Mar. 30, 1972; amended Dec. 30, 1976; Feb. 29, 1980; Dec. 28, 1992; Sept. 17, 1996; May 18, 1998; February 9, 2005; September 29, 2006, April 14, 2010 (SR-CHX-2010-07); September 24, 2013 (SR-CHX-2013-14); May 22, 2014 (SR-CHX-2014-07); July 21, 2016 (SR-CHX-2016-11). Interpretations and Policies:.01 When registering persons under this Rule, a completed Form U-4 and an amended Form BD, if such Form is required to be amended, shall be submitted to the FINRA Web Central Registration Depository ("Web CRD"). Thereafter, revised forms shall be submitted to the Web CRD whenever information on such forms becomes inaccurate or incomplete regarding any Representative, not later than 30 days after such Representative learns or should have learned the facts or circumstances requiring the forms to be revised or, if such revision involves a statutory disqualification as defined in Section 3(a)(39) and Section 15(b)(4) of the Securities Exchange Act of 1934, as amended, not later than 10 days after such disqualification occurs. Amended May 18, 1998; March 31, 2008; September 24, 2013 (SR-CHX-2013-14); May 22, 2014 (SR-CHX-2014-07)..02 Termination of Representative. Following the termination of a person associated with a Participant in a registered capacity, such Participant shall promptly, but in no event later than thirty (30) calendar days after such termination, submit a Form U-5 to the Web CRD, and concurrently provide a copy of such notice to the person whose association has been terminated. Amended July 17, 2002; February 9, 2005; March 31, 2008; September 24, 2013 (SR-CHX-2013-14); May 22, 2014 (SR-CHX-2014-07) Rules of the Chicago Stock Exchange, Inc. Page 58

Rule 3. Training and Examination of Registrants (a) Registration Requirements of Representatives (1) Each Representative shall be required to register with the Exchange as a General Securities Representative and pass the Series 7 General Securities Representative Examination. However, a Representative that is engaged in securities trading activities, on either an agency or principal basis, for the Participant with which the Representative is associated, must register with the Exchange as a Securities Trader and pass the Series 57 Securities Trader Examination, subject to paragraph (a)(2) below. (2) A Representative that is engaged solely in securities trading activities, on either an agency or principal basis, for the Participant with which the Representative is associated, shall not be required to register with the Exchange as a General Securities Representative. A Representative registered with the Exchange solely as a Securities Trader will not be qualified to function in any other registration category. (b) Supervisory Requirements and Registration. All registered persons designated as Principals as defined in Rule 2(c)(1) of this Article, all persons holding authority and responsibility for the firm's internal supervision and compliance program pursuant to Rule 5 of this Article and each person designated as a Chief Compliance Officer must successfully complete and maintain the General Securities Principal Examination, Series 24. (1) Securities Trading Exception. If the Participant Firm engages solely in securities trading activities, on either an agency or principal basis, and the Firm meets the requirements listed under this subsection (b) and the requirements in Rule 2(c)(1), the Chief Compliance Officer may, in the alternative, complete and maintain the Compliance Officer Exam, Series 14. (c) Financial and Operations Principals. Each Participant Firm shall designate at least one (1) Limited Principal Financial and Operations ( FINOP ). All registered persons designated as a FINOP must successfully complete and maintain the Financial and Operations Principal Examination, Series 27. (d) Institutional Broker Representatives. All Institutional Broker Representatives must pass the Exchange s internal Institutional Broker Examination and comply with the provisions of Article 17 hereunder. Institutional Broker Representatives must also pass the Series 7 General Securities Representative Examination as a prerequisite to comply with subsection (b) above. However, Institutional Broker Representatives at Participant Firms that do not hold Customer accounts and that only execute orders from other brokers or dealers or engage in proprietary trading only must pass the Series 57 Securities Trader Exam. Passing the Series 57 exam will, in turn, qualify the Institutional Broker Representative to take the Series 24 exam for compliance with subsection (b) of this rule above, unless the Firm qualifies for the Securities Trading Exception and otherwise meets the supervisory requirements of this Article 6. Rules of the Chicago Stock Exchange, Inc. Page 59

Amended Aug. 18, 1980; Sept. 17, 1996; Apr. 14, 1998; February 9, 2005; September 29, 2006; September 24, 2013 (SR-CHX-2013-14); May 22, 2014 (SR-CHX-2014-07); July 21, 2016 (SR- CHX-2016-11). Interpretations and Policies:.01 Persons Registered in Special Capacities (a) Institutional Broker Exam All applicants seeking to register as Institutional Broker Representatives must successfully complete the Institutional Broker Exam. (b) Market Maker Authorized Trader Exam Prior to the Exchange approving a Participant's request to register an individual as a Market Maker Authorized Trader, pursuant to Article 16, Rule 3, such individual must successfully complete the Market Maker Authorized Trader Exam..02 Waiver of the Examination Requirement The Exchange may, in exceptional cases and where good cause is shown, waive the applicable qualification examination. To make such determination, the Exchange will consider FINRA and industry guidelines. Advanced age or physical infirmity will not individually of themselves constitute sufficient grounds to waive a qualification examination. Experience in fields ancillary to the securities business may constitute sufficient grounds to waive a qualification examination. Amended Apr. 14, 1998; Feb. 24, 2000; Apr. 6, 2000; July 21, 2000; February 9, 2005; September 29, 2006, April 14, 2010 (SR-CHX-2010-07); September 24, 2013 (SR-CHX-2013-14); March 30, 2016 (SR-CHX-2016-04). Rule 4. Employment of Representatives (a) Every partner, officer, director, branch office manager and sales representative who is assigned or delegated any responsibility or authority for the supervision or control of an office, department or business activity of a Participant Firm shall devote his entire time during business hours to the business of such. (b) Without the prior written consent of his Participant employer, no partner, officer, director or employee of a Participant Firm shall, at any time, be engaged in any other business; or be employed or compensated by any other person; or serve as an officer, director, partner or employee of another business organization; or own any stock or have, directly or indirectly, any financial interest in any other organization engaged in any securities, financial or kindred business, provided, however, Rules of the Chicago Stock Exchange, Inc. Page 60

that such written consent shall not be required with regard to stock ownership or financial interest in any securities, financial or kindred business, which is publicly owned. (c) Any partner, officer, director or employee may become a partner, officer, director or employee in one or more organizations provided that such person may have supervisory responsibilities as described in paragraph (b) of this Rule in only one Participant Firm. No Participant shall qualify more than one Participant Firm for a Trading Permit. Amended Nov. 7, 1977; Mar. 26, 1980; Feb. 8, 1985; February 9, 2005; September 24, 2013 (SR- CHX-2013-14). Rule 5. Supervision of Representatives and Branch and Resident Offices (a) Adherence to Law. No Participant shall engage in conduct in violation of the Securities Exchange Act of 1934, as amended, rules or regulations thereunder, the Bylaws or the Rules of the Exchange, or any written interpretation thereof. Every Participant is responsible for reasonably supervising its associated persons to prevent such violations. (b) Designation of persons with supervisory authority. Each Participant Firm must designate a principal executive officer, general partner or managing partner to hold overall authority and responsibility for the firm's internal supervision and compliance with securities laws and regulations. This designated supervisor may formally delegate his or her supervisory duties and authority to other persons within the firm. Participants must maintain, for a period of not less than six years (the first two years in an easily accessible place), records of the names of all persons who are designated as supervisory personnel and the dates for which those designations are effective. In the absence of such designation by a Participant Firm, the Firm's General Partner(s), President, Chief Executive Officer or other principal executive officer shall be deemed to be responsible for a Firm's internal supervision and compliance function. In addition, each Participant Firm shall designate and specifically identify to the Exchange on Schedule A of Form BD one or more principals to serve as a Chief Compliance Officer. (c) Written supervisory procedures. Each Participant Firm shall establish, maintain and enforce written procedures to supervise the types of business in which it engages and to supervise the activities of registered and associated persons. Such written procedures must be reasonably designed to achieve compliance with applicable securities laws and regulations, and with the applicable rules of the Exchange. The Participant Firm's written supervisory procedures shall set forth the supervisory system established by the Participant Firm; the titles, registration status and locations of the required supervisory personnel; and the responsibilities of each supervisor as they relate to the types of business engaged in, applicable securities laws and the rules of the Exchange. A copy of a Participant Firm's written supervisory procedures, or the relevant portions thereof, shall be maintained at each location where supervisory activities are conducted on behalf of the Rules of the Chicago Stock Exchange, Inc. Page 61

firm. Each Participant Firm shall periodically review and amend its written supervisory procedures as appropriate within a reasonable time, including but not limited to, updates required by changes in applicable securities laws and regulations, including the rules of the Exchange, and as changes occur in the supervisory system. Each Participant Firm shall be responsible for communicating these amendments within its organization. Each Participant Firm shall maintain records evidencing actual review of transactions, systems, programs or other activities by the designated supervisory personnel pursuant the written supervisory procedures. (d) Internal controls and training. At least annually, each Participant Firm must discuss compliance matters with its registered and associated persons and must maintain records confirming the dates of these discussions and the subject matters that were discussed. Each Participant Firm must also establish internal controls to determine that proper supervision is being exercised. (e) Branch and resident offices. A Participant Firm for which this Exchange is the Designated Examining Authority or which is subject to examination by another self-regulatory organization not having a comparable rule, shall not open a branch or resident office unless it has obtained the prior written approval of the Exchange. Application for approval of the opening of a branch or resident office shall be made on a form provided by the Exchange at least one month (or such shorter period as the Exchange may approve) prior to the proposed opening date of the office. A Participant Firm which maintains branch or resident offices shall establish procedures providing for close supervision of such offices, and shall maintain a close, responsible relationship with the person in charge of such office or offices. A designated partner or officer of the main office shall be personally responsible for proper supervision of such branch or resident office. Amended Mar. 26, 1980; Nov. 28, 1980; June 9, 1995; February 9, 2005; September 29, 2006; September 15, 2011 (SR-CHX-2011-27); September 24, 2013 (SR-CHX-2013-14). Interpretations and Policies:.01 Registration of new branch offices. Outlined below are the steps to be taken when registering new branch offices as required by Rule 5(d) above. (a) Each Participant Firm must forward a completed Form BR to the Exchange. (b) Before approval of the branch office is granted, the office manager or the registered representative in charge must have completed the Exchange requirements for registration. The office may begin operating as a branch on receipt of written approval from the Exchange. Rules of the Chicago Stock Exchange, Inc. Page 62

Added June 9, 1995. Amended July 26, 2004; February 9, 2005; September 29, 2006; May 22, 2014 (SR-CHX-2014-07). Rule 6. Employment of Clerks No Participant shall employ a Participant as a clerk for more than six months after he or she is registered as an Institutional Broker Representative or a Market Maker Authorized Trader. Amended Mar. 26, 1980; February 9, 2005; September 29, 2006; March 30, 2016 (SR-CHX-2016-04). Rule 7. Providing Information The Exchange may require a Participant to provide any reasonable information or material pertaining to any determination required to be made under any provision of this Article. Amended Mar. 26, 1980; February 9, 2005. Rule 8. Disciplinary Actions by Other Organizations Disciplinary Action. Every Participant shall promptly notify the Exchange in writing of any disciplinary action, including the basis therefor, taken by any national securities exchange or association, clearing corporation, commodity futures market or government regulatory or law enforcement department or agency against the Participant or its associated persons, and shall similarly notify the Exchange of any disciplinary action taken by the Participant itself against any of its associated persons involving suspension, termination, the withholding of commissions or imposition of fines in excess of $2,500, or any other significant limitation on activities. Amended Feb. 29, 1980; Mar. 26, 1980; Dec. 28, 1992; Aug. 9, 1994; Sept. 4, 2001; September 29, 2006. Rule 9. Provision of Information to the Exchange (a) No Participant or partner, officer, director or other person associated with a Participant or other person or entity subject to the jurisdiction of the Exchange shall impede or delay an Exchange examination, inquiry or investigation (whether formal or informal) with respect to possible violations within the disciplinary jurisdiction of the Exchange or with respect to possible limitations on access to Exchange services or otherwise with respect to the discharge of its duties nor refuse to permit an inspection and copying of books, records, or accounts or to furnish testimony, documentary materials or other information requested by the Board of Directors or by the Exchange (or by any committee, subcommittee, or officer or employee thereof) during the course of such examination, inquiry or investigation or otherwise in furtherance of the discharge Rules of the Chicago Stock Exchange, Inc. Page 63

of its or his duties. Failure to permit an inspection and copying of books, records, or accounts or to furnish such testimony, documentary materials or other information requested pursuant to this Rule on the date or within the time period requested shall be considered obstructive of an Exchange inquiry or investigation and shall be subject to formal disciplinary action. (b) No Participant, or partner, officer, director or other person associated with a Participant or other person or entity subject to the jurisdiction of the Exchange shall refuse to appear and testify before another exchange or self-regulatory organization in connection with a regulatory investigation, examination or disciplinary proceeding or refuse to furnish documentary materials or other information or otherwise impede or delay such investigation, examination or disciplinary proceeding if the Exchange requests such information or testimony in connection with an inquiry resulting from an agreement entered into by the Exchange pursuant to subsection (c) of this Rule. The requirements of this Rule 9(b) shall apply regardless of whether the Exchange has itself initiated a formal investigation or disciplinary proceeding. (c) The Exchange may enter into agreements with domestic and foreign self-regulatory organizations providing for the exchange of information and other forms of mutual assistance for market surveillance, investigative, enforcement and regulatory purposes. September 29, 2006. Interpretations and Policies:.01 The terms "exchange" and "self-regulatory organization," as used in Rule 9, shall include, but not be limited to, any member or affiliate member of the Intermarket Surveillance Group..02 Any person or entity required to furnish information or testimony pursuant to Rule 9 shall be afforded the same rights and procedural protections as that person or entity would have if the Exchange had initiated the request for information or testimony. September 29, 2006. Rule 10. Fingerprinting Each Participant is responsible for ensuring compliance with Section 17(f)(2) of the Exchange Act and Rule 17f-2 under the Exchange Act, regarding the fingerprinting of securities industry personnel. Each Participant shall submit the fingerprints of its associated persons to the FINRA Web CRD prior to such persons performing the functions listed under Rule 17f-2 under the Exchange Act. Amended September 29, 2006; March 31, 2008 (SR-CHX-2007-21); April 18, 2008 (SR-CHX- 2008-03); February 26, 2008 (SR-CHX-2008-03); June 9, 2016 (SR-CHX-2016-08). Rules of the Chicago Stock Exchange, Inc. Page 64

Rule 11. Continuing Education for Registered Persons (a) Regulatory Element No member or member organization shall permit any registered person to continue to, and no registered person shall continue to, perform duties as a registered person, unless such person has complied with the continuing education requirements of Section (a) of this Rule. Each registered person shall complete the Regulatory Element of the continuing education program on the occurrence of their second registration anniversary date and every three years thereafter, or as otherwise prescribed by the Exchange. On each of the occasions, the Regulatory Element must be completed within one hundred twenty days after the person's registration anniversary date. A person's initial registration date, also known as the "base date," shall establish the cycle of anniversary dates for purposes of this rule. The content of the Regulatory Element of the program shall be determined by the Exchange for each registration category of persons subject to the rule. (1) Failure to complete Unless otherwise determined by the Exchange, any registered persons who have not completed the Regulatory Element of the program within the prescribed time frames will have their registration deemed inactive until such time as the requirements of the program have been satisfied. Any person whose registration has been deemed inactive under this Rule shall cease all activities as a registered person and is prohibited from performing any duties and functioning in any capacity requiring registration. The Exchange may, upon application and a showing of good cause, allow for additional time for a registered person to satisfy the program requirements. (2) Disciplinary Actions Unless otherwise determined by the Exchange, a registered person will be required to re-take the Regulatory Element and satisfy all of its requirements if such person: (A) becomes subject to any statutory disqualification as defined in Section 3(a)(39) of the Securities Exchange Act of 1934; (B) becomes subject to suspension or to the imposition of a fine of $5,000 or more for violation of any provision of any securities law or regulation, or any agreement with or rule or standard of conduct of any securities governmental agency, securities self-regulatory organization, or as imposed by any such regulatory or self-regulatory organization in connection with a disciplinary proceeding; or (C) is ordered as a sanction in a disciplinary proceeding to re-take the continuing education program by any securities governmental agency or any securities selfregulatory organization. Rules of the Chicago Stock Exchange, Inc. Page 65

The re-taking of the Regulatory Element shall commence with participation within 120 days of the registered person becoming subject to the statutory disqualification, in the case of (A) above, or the disciplinary action becoming final, in the case of (B) or (C) above. (3) The following sets forth the Regulatory Element appropriate for each registration category: CATERGORY OF REGISTRATION General Securities Representative Securities Trader General Securities Principal Securities Trader Principal Financial and Operations Principal REGULATORY ELEMENT S101 General Program S101 General Program S201 Supervisor Program S201 Supervisor Program S201 Supervisor Program (4) Delivery of the Regulatory Element The continuing education Regulatory Element will be administered through Web-based delivery or such other technological manner and format as specified by the Exchange. (b) Firm Element (1) Persons Subject to the Firm Element The requirements of Section (b) of this Rule shall apply to any registered person who has a Series 57 registration or direct contact with customers in the conduct of the Participant's securities sales, trading or investment banking activities, and to the immediate supervisors of such persons (collectively, "covered registered persons"). (2) Standards (A) Each Participant must maintain a continuing and current education program for its covered registered persons to enhance their securities knowledge, skills and professionalism. At a minimum, each Participant shall at least annually evaluate and prioritize its training needs and develop a written training plan. The plan must take into consideration the Participant's size, organizational structure, and scope of business activities, as well as regulatory developments and the performance of covered registered persons in the Regulatory Element. If a Participant analysis determines a need for supervisory training for persons with supervisory responsibilities, such training must be included in the Participant's training plan. (B) Minimum Standards for Training Programs Programs used to implement a Participant's training plan must be appropriate for the business of the Participant and, at a minimum, must cover the following matters concerning securities products, services and strategies offered by the Participant: (i) General investment features and associated risk factors; Rules of the Chicago Stock Exchange, Inc. Page 66

(ii) Suitability and sales practice considerations; and (iii) Applicable regulatory requirements. (C) Administration of Continuing Education Program Each Participant must administer its continuing education program in accordance with its annual evaluation and written plan and must maintain records documenting the content of the programs and completion of the programs by covered registered persons. (3) Participation in the Firm Element Covered registered persons included in a Participant's plan must take all appropriate and reasonable steps to participate in continuing education programs as required by the Participant. (4) Specific Training Requirements The Exchange may require a Participant, either individually or as part of a larger group, to provide specific training to its covered registered persons in such areas the Exchange deems appropriate. Such a requirement may stipulate the class of covered registered persons for which it is applicable, the time period in which the requirement must be satisfied and, where appropriate, the actual training content. Added Feb. 8, 1995. Amended Feb. 7, 2000; February 9, 2005, April 14, 2010 (SR-CHX-2010-07); May 22, 2014 (SR-CHX-2014-07; July 21, 2016 (SR-CHX-2016-11); July 21, 2016 (SR-CHX- 2016-12). Interpretations and Policies:.01 For purposes of this Rule, the term "registered person" means any Participant, registered representative or other person registered or required to be registered under Exchange rules..02 For purposes of this Rule, the term "customer" means any natural person or any organization, other than a registered broker or dealer, executing transactions in securities or other similar instruments with or through, or receiving investment banking services from, a Participant..03 A registered person who becomes subject to a disciplinary action as enumerated in subsections (a)(2(a)-(c) of the Rule, will be required to satisfy the requirements of the Regulatory Element of the continuing education program with the date the disciplinary action becomes final as the person's new base date..04 Any registered person who has terminated association with a registered broker or dealer and who has, within two years of the date of termination, become reassociated in a registered capacity with a registered broker or dealer shall participate in the Regulatory Element of the continuing education program at such intervals that apply (second registration anniversary and every three years thereafter based on the initial registration anniversary date, rather than based on the date of reassociation in a registered capacity. Rules of the Chicago Stock Exchange, Inc. Page 67

Any former registered person who becomes reassociated in a registered capacity with a registered broker or dealer more than two years after termination as such will be required to satisfy the program's requirements in their entirety (second registration anniversary and every three years thereafter) based on the most recent registration date..05 Any registration that is deemed inactive for a period of two calendar years pursuant to section (a)(2) of this Rule for failure of a registered person to complete the Regulatory Element, shall be terminated. A person whose registration is so terminated may become registered only by reapplying for registration and satisfying applicable registration and qualification requirements of Exchange rule..06 A registered person who is a member of the Exchange and of another self-regulatory organization ("SRO") shall be subject to the other SRO's implementation date for the elimination of exceptions to the Regulatory Element section of the continuing education program, if that date is earlier than October 1, 2005. Amended Feb. 7, 2000; February 9, 2005; October 1, 2005, April 14, 2010 (SR-CHX-2010-07; May 22, 2014 (SR-CHX-2014-07). Rule 12. Anti-Money Laundering Compliance Program Each Participant Firm and each Participant not associated with a Participant Firm shall develop and implement a written anti-money laundering program reasonably designed to achieve and monitor compliance with the requirements of the Bank Secrecy Act (31 U.S.C. 5311, et seq.) and the implementing regulations promulgated under that Act by the Department of the Treasury. Each Participant Firm's anti-money laundering program must be approved, in writing, by a member of the Participant's senior management. The anti-money laundering program required by this Rule shall, at a minimum: (a) Establish and implement policies and procedures that can be reasonably expected to detect and cause the reporting of transactions as required under 31 U.S.C. 5318(g) (and the implementing regulations promulgated under that provision); (b) Establish and implement policies, procedures and internal controls reasonably designed to achieve compliance with the Bank Secrecy Act (and the implementing regulations promulgated under that Act); (c) Provide for annual (i.e., on a calendar-year basis) independent testing for compliance to be conducted by Participant or Participant Firm staff or by a qualified outside party, unless the Participant or Participant Firm does not execute transactions for customers or otherwise hold customer accounts or act as an introducing broker with respect to customer accounts (e.g., engages solely proprietary trading, or conducts business only with other broker-dealers) in which case Rules of the Chicago Stock Exchange, Inc. Page 68

independent testing is required every two years (on a calendar-year basis). All Participants should undertake more frequent testing than required by this rule if circumstances warrant; (d) Designate, and identify to the Exchange (by name, title, mailing address, e-mail address, telephone number and facsimile number), an individual or individuals responsible for implementing and monitoring the day-to-day operations and internal controls of the program and provide prompt notification to the Exchange regarding any change in such designation; and (e) Provide ongoing training for appropriate staff. Interpretations and Policies:.01 Independent testing pursuant to Article 6, Rule 12(c) must be conducted by a designated person with a working knowledge of applicable requirements under the Bank Secrecy Act and its implementing regulations. Independent testing should not be conducted by (a) a person who performs the functions being tested, (b) the designated AML compliance officer, or (c) a person who reports to either (a) or (b). Amended Jan. 16, 2004; February 9, 2005; May 2, 2013 (SR-CHX-2013-09); May 22, 2014 (SR- CHX-2014-07). Rules of the Chicago Stock Exchange, Inc. Page 69

ARTICLE 7. Financial Responsibility and Reporting Requirements Rule 1. Prerequisite for Clearing Transactions Before a Participant shall clear its own transactions or do business with the public, he or it shall notify the Exchange in writing. Amended July 29, 1991; February 9, 2005. Rule 2. Liquid Net Worth of Individual Applicant Individual applicants for a Trading Permit shall have a liquid net worth of not less than $10,000, over and above the cost of the Trading Permit. Non-Partner Applicant Each individual applicant for a Trading Permit who will not be a partner or officer of a Participant Firm which is subject to Rule 3 of this Article shall have at time of application and shall maintain during the time he holds a Trading Permit personal unencumbered net worth represented by assets readily convertible into cash in the amount of not less than $10,000 over and above the cost or value of the Trading Permit. Amended February 9, 2005. Rule 3. Net Capital and Aggregate Indebtedness (a) (1) Except as otherwise provided below, a Participant shall at all times (A) maintain net capital not less than that prescribed by SEC 15c3-1 (17 CFR 240.15c3-1) and (B) maintain subordinated cash borrowings and secured demand notes equal to or greater than 50% of its total subordinated borrowings to the extent that these subordinated borrowings are part of the debt equity total. (2) A Participant shall promptly notify the Exchange if it ceases to be in compliance with the requirements of clause (1) of this paragraph (a) or if it becomes obligated to file monthly reports under paragraph (b) of this Rule. A Participant shall also promptly notify the Exchange of any material unsecured or partly secured loan, drawing in excess of share of profits, or other obligation owed to the Participant by (A) any person, including a subordinated lender, having a capital interest in the Participant, (B) any partner, officer, director or employee of the Participant, or (C) any corporation, firm or entity in which any partner, officer, director or employee of the Participant holds office or has a material Rules of the Chicago Stock Exchange, Inc. Page 70

financial interest. Such notification may show such obligations owed to the Participant by category without personal identification, except that personal identification shall be made in respect to any person having such obligations equal to five percent or more of the Participant's debt equity total. (3) The Exchange may at any time or from time to time with respect to a particular Participant or all Participants or a new Participant prescribe greater net capital or net worth requirements than those prescribed under this Rule including more stringent treatment of items in computing net capital or net worth. Amended July 20, 1994; April 27, 1999; April 7, 2000; February 9, 2005; September 29, 2006. Monthly Financial Statements (b) (1) For those Participant Firms for which this Exchange is the Designated Examining Authority, monthly financial statements consisting of FOCUS Part II or Part IIA Report shall be filed with the Exchange for a minimum period of three months unless otherwise specified in writing, by any such Participant Firm which: (A) fails to maintain net capital of at least 120% of the Exchange minimum requirements, or (B) fails to maintain net capital equal to or greater than 81/3% of its aggregate indebtedness, or 5% of its aggregate debits if it computes its net capital requirements under the alternative form, or (C) fails to maintain equity equal to or greater than 36% of its debt equity total, or (D) carries in the proprietary or other accounts of the Participant Firm equity securities having a market value in excess of twice its debt equity total, or (E) for a month had losses greater than 15% of the amount by which its net capital at the beginning of such month exceeds the Exchange minimum requirements, or for a consecutive three month period had losses exceeding 30% of the amount by which its net capital at the beginning of such period exceeds the Exchange minimum requirement, or (F) has subordinated securities loans approved by the Exchange prior to September 1, 1975 in excess of 371/2% of its debt-equity total, or (G) has satisfactory subordination agreements maturing within the next six months which, if not renewed, would result in one of the above conditions, or (H) the Exchange otherwise determines that the Participant Firm may be approaching financial or operational difficulty. Rules of the Chicago Stock Exchange, Inc. Page 71

(2) In addition to the regular annual field examination that all Participants receive, the Exchange will conduct such extraordinary field examinations of Participants filing monthly reports pursuant to this paragraph as it shall determine to be necessary or appropriate for the protection of investors, other Participants and the Exchange. (3) The term "debt equity total" shall have the same meaning ascribed to it in paragraph (d) of SEC Rule 15c3-1. (4) The term "equity" shall have the same meaning ascribed to it in paragraph (d) of 17 CFR 240.15c3-1. Responsibility of Computations of Net Capital Requirements (c) It shall be the responsibility of Participants and partners and officers of Participant Firms to effect consistent compliance by their respective organizations with the net capital requirements of the Exchange. The frequency of computations of net capital may be determined by the Participant Firm, but failure to make adequate computations at reasonable intervals of time or under unusual conditions shall be subject to Exchange review and action. In no event shall a computation be prepared less frequently than once a month. All computations shall be retained for a period of not less than three years. Restrictions on Operations (d) Whenever it shall appear to the Chief Executive Officer or the Chief Regulatory Officer that a Participant Firm obligated to file reports under paragraph (b) of this Rule is unable within a reasonable period to maintain sufficient net capital to a point where it is no longer obligated to file such reports, or that a Participant Firm is carrying inventories which are excessive in relation to its capital, failing to maintain necessary operational personnel or facilities, or engaging in any other activity which casts doubt upon such Participant Firm's continued compliance with the net capital requirements of the Exchange, the Chief Executive Officer or the Chief Regulatory Officer may impose such conditions and restrictions upon the operations, business and expansion of the Participant Firm and may require the submission of, and adherence to, such plan or program for the correction of such situation as he determined to be necessary or appropriate for the protection of investors, other Participants or Participant Firms and the Exchange. Each action taken under this Rule shall be reported promptly to the Vice Chairman of the Board of Directors. Amended July 29, 1991; Dec. 28, 1992; July 20, 1994; Sept. 4, 2001; February 9, 2005; September 13, 2006; May 22, 2014 (SR-CHX-2014-07). Rule 3A. Joint Back Office Participants An arrangement may be established between two or more registered broker-dealers pursuant to Regulation T Section 220.7 to form a joint back office ("JBO") arrangement for carrying and Rules of the Chicago Stock Exchange, Inc. Page 72

clearing accounts of participating broker-dealers. Participants for which the Exchange is the Designated Examining Authority ("DEA") shall provide written notification to the Exchange prior to becoming a JBO Participant (as defined below) and prior to clearing a JBO account. (a) Requirements for Joint Back Office Participants. In addition to complying with the requirements of Rule 3 of this Article 7, a Participant for which the Exchange is the DEA that maintains a joint back office ("JBO") arrangement (a "JBO Participant") with a clearing brokerdealer subject to the requirements of Regulation T Section 220.7 (or any successor thereto) of the Federal Reserve System shall: (1) be registered as a broker-dealer pursuant to Section 15 of the Securities Exchange Act of 1934; (2) be subject to the capital requirements prescribed by Rule 15c3-1 therein, and shall not be eligible to operate under the provisions of SEC Rule 15c3-1(b)(i); (3) meet and maintain a minimum account equity requirement of $1,000,000 with each clearing broker-dealer where an account of the JBO Participant is carried. If equity decreases below $1,000,000 the JBO Participant shall deposit an amount sufficient to eliminate this deficiency within five business days. If funds or securities sufficient to eliminate the deficiency are not received within five business days, the clearing brokerdealer must no longer margin the account in accordance with the JBO provisions of Regulation T and, if no other provision of Regulation T is applicable to the account, must margin the account in accordance with the requirements prescribed for a customer in Regulation T. (4) meet and maintain the ownership standards established by the carrying broker-dealer; and (5) designate one representative associated with such Participant as a financial and operations principal, whose responsibilities shall include: (A) final approval and responsibility for the accuracy of financial reports submitted to any duly established securities industry regulatory body; (B) final preparation of such reports; (C) supervision of individuals who assist in the preparation of such reports; (D) supervision of and responsibility for individuals who are involved in the actual maintenance of the Participant's books and records from which such reports are derived; (E) supervision and/or performance of the Participant's responsibilities under all Exchange or SEC financial responsibility rules; and Rules of the Chicago Stock Exchange, Inc. Page 73

(F) overall supervision of and responsibility for the individuals who are involved in the administration and maintenance of the Participant's back office operations. Such person shall successfully complete the Series 27 Financial and Operations Principal Examination. (b) Requirements for Clearing Participants Carrying and Clearing the Accounts of JBO Participants. A clearing Participant that clears and carries the accounts of JBO Participants shall: (1) maintain (A) tentative net capital of not less than $25 million as computed pursuant to SEC Rule 15c3-1 or (B) net capital of not less than $7 million as computed pursuant to SEC Rule 15c3-1, provided that such Participant has as its primary business the clearance of options market maker accounts and provided that at least 60% of the sum of gross haircuts calculated for all options market maker accounts and accounts of JBO Participants, without regard to related account equity or clearing firm net capital charges, is attributable to options market maker transactions. Any Participant operating pursuant to subsection (B) of this paragraph must include the gross deductions calculated for all accounts of JBO Participants in such Participant's ratio of gross options market maker deductions to adjusted net capital in accordance with the provisions of SEC Rule 15c3-1. In the event that the tentative net capital or net capital of a clearing Participant that clears and carries the accounts of JBO Participants falls below the above proscribed levels, the Participant shall (i) immediately notify the Exchange in writing via telegraph, facsimile or hand delivery, of such deficiency, and (ii) take appropriate action to resolve such deficiency within three consecutive business days of the occurrence of such deficiency, and if not so resolved shall (a) not permit any new transactions to be entered by the JBO Participant and (b) be subject to the prohibitions against withdrawal of equity capital set forth in SEC Rule 15c3-1(e) and to the prohibitions against reduction, prepayment, and repayment of subordination agreements set forth in SEC Rule 15c3-1d, as if such broker-dealer's net capital were below the minimum standards specified by each of these paragraphs; (2) require and maintain equity of $1,000,000 for each JBO Participant. If equity decreases below $1,000,000 the Participant clearing and carrying the JBO Participant's account shall issue a call for additional funds or securities which shall be obtained within five business days. If funds or securities sufficient to eliminate the deficiency are not received within five business days, the clearing broker-dealer must no longer margin the account in accordance with the JBO provisions of the Regulation T and, if no other provision of Regulation T is applicable to the account, must margin the account in accordance with the requirements prescribed for a customer in Regulation T; (3) adjust its net worth daily by deducting any deficiency between a JBO Participant's account equity and the proprietary haircut calculated pursuant to SEC Rule 15c3-1 for the positions maintained in such account; (4) establish and maintain written ownership standards for accounts of JBO Participants; and Rules of the Chicago Stock Exchange, Inc. Page 74

(5) develop risk analysis standards for assessing the amount of credit extended to JBO Participants which shall be made available to the Exchange upon request. Adopted Feb. 24, 2000; February 9, 2005; May 22, 2014 (SR-CHX-2014-07). Interpretations and Policies:.01 JBO Participants shall not be considered self-clearing for any purpose other than the extension of credit under Article 10, Rule 3 or under the comparable rules of another self regulatory organization. Adopted Feb. 24, 2000, Amended April 14, 2010 (SR-CHX-2010-07). Rule 4. Financial and Operational Reports (a) Each Participant shall file those financial and operational reports in such form and within such time period as prescribed by 17 CFR 240.17a-5 and Rule 3 of this Article. Notwithstanding the foregoing, if the Exchange is not the designated examining authority for such Participant, and the Participant's designated examining authority has agreed to submit such data to the Exchange within a reasonable period of time after such Participant is required to file with its designated examining authority, the requirements of this Paragraph (a) shall be deemed to have been met. (b) Each Participant shall file annually financial statements and schedules certified by an independent public accountant acceptable to the Exchange in accordance with the requirements of 17 CFR 240.17a-5. (1) The original audit and all working papers relative thereto shall be retained by the independent public accountant as a part of their records for three years after completion and such records shall be subject to examination by the Exchange at the office of the Participant or of the Exchange. (2) A copy of an agreement, satisfactory to the Exchange, evidencing the engagement of an independent public accountant to conduct the audit required by this Rule shall be filed with the Exchange no later than December 10 of each year to cover the following calendar year. Such agreement must be dated no later than December 1 and may be effective until cancelled or a new agreement may be filed each year. Notwithstanding the foregoing, a copy of the audit agreement need not be filed with the Exchange if an agreement, satisfactory to the Participant's designated examining authority, has been filed with such designated examining authority. (3) If any information, report or statement is required to be filed with the Securities and Exchange Commission pursuant to paragraphs (c), (f)(2), (f)(4), (H)(2), (l)(1) or (m) of 17 CFR 240.17a-5, a copy thereof shall be filed concurrently with the Exchange. Rules of the Chicago Stock Exchange, Inc. Page 75

(c) Each Participant shall cause an additional audit to be made of its accounts by an independent public accountant, acceptable to the Exchange, in accordance with the requirements of 17 CFR 240.17a-5 and file the results of such audit with the Exchange at such other times as the Exchange, for good cause, may require, or, at the discretion of the Exchange, file a statement with the Exchange to the effect that such audit has been made. Such statement shall be signed by the Participant Firm's general partner or executive officer or by an individual Participant and it shall be attested by the independent public accountant who certified the audit. The original report of the audit signed by the independent public accountant shall be retained as part of the books and records of the Participant. Amended June 9, 1995; February 9, 2005. Interpretations and Policies:.01 A suggested guide for the agreement with the independent public accountant required by paragraph (b)(2) of this Rule 4 is reproduced below. Other provisions, not inconsistent with the provisions of this suggested guide, may also be included at the discretion of the individual Participant organization and its independent public accountant...., 20... DATE TO: (NAME OF MEMBER OF PARTICIPANT) Gentlemen: We (I) hereby agree: (a) to conduct an audit of your financial statements for the period ended..., 20..., the end of your (calendar) (fiscal) * year and each year thereafter ** in accordance with the applicable requirements of the Chicago Stock Exchange, Inc. (Exchange) and the Securities and Exchange Commission (SEC); (b) to notify the Exchange in writing (each year)** no later than five business days after the audit date that the audit has commenced; (c) to notify the Exchange in advance of the commencement of any substantial interim work which would result in a hardship on your organization should the Exchange conduct an examination of your organization concurrently; and Rules of the Chicago Stock Exchange, Inc. Page 76

(d) to submit to the Exchange and the SEC, financial statements, schedule(s) and report(s) based upon the audit in accordance with Exchange and SEC requirements. Very truly yours, (Signature of Independent Public Accountant) Agreement acknowledged: (Name of Participant Firm) By (Signature and Title of General Partner, Officer or Participant) * Indicate which is applicable. ** Delete this phrase to make the agreement applicable to an Audit in a single year. Amended May 22, 2014 (SR-CHX-2014-07)..02 Participants who are required to file with the Exchange monthly, quarterly and annual financial and operational reports pursuant to Article 7, Rules 3 and 4 of the Exchange Rules and Commission Rule 17a-5, must file in such form and within such time periods prescribed in the aforementioned rules. Repeated failure to file required financial and operational reports in a timely manner may subject Participants to disciplinary proceedings under the Rules of the Exchange. A failure to file such reports of more than 90 days will result in the initiation of a disciplinary action against such. Added Sept. 10, 1984; Amended Dec. 3, 1999; February 9, 2005, April 14, 2010 (SR-CHX-2010-07)..03 Participants for which the Exchange is the Designated Examining Authority and which are required to file financial and operations reports pursuant to Paragraph (a) of this Rule shall electronically file such reports with the Exchange's Market Regulation Department utilizing the software required by the Exchange. Added Feb. 24, 2000; February 9, 2005. Rules of the Chicago Stock Exchange, Inc. Page 77

Rule 5. "Doing Business with the Public" "Doing business with the public" shall mean engaging in transactions in securities with or for non- Participants where the Participant receives from and/or delivers to a non-participant money and/or securities or holds such money and/or securities for the account of such non-participant. Renumbered Nov. 28, 1980; amended February 9, 2005. Rule 6. Fidelity Bonds (a) Each Participant Firm doing business with the public shall carry fidelity bonds, in such form and in such amounts as the Exchange may require, covering its general partners or officers and its employees. The Stockbrokers Partnership Bond and the Brokers' Blanket Bond approved by the Exchange, are the only forms which may be used. Specific Exchange approval is required for any variation from such forms. (b) Participant Firms organizations subject to this rule are required to maintain basic and specific coverages, which apply both to Stockbrokers Partnership and Brokers Blanket Bond, in amounts not less than those prescribed in this Rule. Where applicable, such coverage must also extend to limited partners who act as employees, outside organizations providing electronic data processing services and the handling of U. S. government securities in bearer form. (c) Participant Firms doing business with the public shall: (1) Maintain coverage for at least the following: (A) Fidelity (B) On Premises (C) In Transit (D) Misplacement (E) Forgery and Alteration (including check forgery) (F) Securities Loss (including securities forgery) (G) Fraudulent Trading (H) Cancellation Rider providing that the insurance carrier will use its best efforts to promptly notify the Chicago Stock Exchange in the event the bond is cancelled, terminated or substantially modified. Rules of the Chicago Stock Exchange, Inc. Page 78

(2) Maintain minimum coverage for all insuring agreements required in this subsection (c) of not less than $25,000; (3) Maintain required minimum coverage for Fidelity, On Premises, In Transit, Misplacement and Forgery and Alteration insuring agreements of not less than 120% of its required net capital under Rule 3 of this Article up to $600,000. Minimum coverage for required net capital in excess of $600,000 shall be determined by reference to the following table: Net Capital Required Under Minimum Coverage Article 7 of the Rules $600,000 1,000,000 750,000 1,000,001 2,000,000 1,000,000 2,000,001 3,000,000 1,500,000 3,000,001 4,000,000 2,000,000 4,000,001 6,000,000 3,000,000 6,000,001 12,000,000 4,000,000 12,000,001 and above 5,000,000 (4) Maintain Fraudulent Trading coverage of not less than $25,000 or 50% of the coverage required in subsection (c)(3), whichever is greater, up to $500,000; (5) Maintain Securities Forgery coverage of not less than $25,000 or 25% of the coverage required in subsection (c)(3), whichever is greater, up to $250,000. Deductible Provision (d) (1) A deductible provision may be included in the bond of up to $5,000 or 10% of the minimum insurance requirement established hereby, whichever is greater. (2) If a Participant Firm desires to maintain coverage in excess of the minimum insurance requirement then a deductible provision may be included in the bond of up to $5,000 or 10% of the amount of blanket coverage provided in the bond purchased, whichever is greater. The excess of any such deductible amount over the maximum permissible deductible amount described in paragraph (d)(1) above must be deducted from the Participant's net worth in the calculation of the Participant's net capital for purposes of Rule Rules of the Chicago Stock Exchange, Inc. Page 79

3 of this Article. Where the Participant Firm is a subsidiary of another Exchange Participant Firm the excess may be deducted from the parent's rather than the subsidiary's net worth, but only if the parent guarantees the subsidiary's net capital in writing. Annual Review of Coverage (e) (1) Each Participant Firm not covered by subsection (e)(2) herein, shall annually review, as of the anniversary date of the issuance of the bond, the adequacy thereof by reference to the highest required net capital during the immediately preceding twelve-month period, which amount shall be used to determine minimum required coverage for the succeeding twelve-month period pursuant to subsections (c)(2), (3), (4) and (5) herein (2) A Participant Firm which has been in business for one year shall, as of the first anniversary date of the issuance of its original bond, review the adequacy thereof by reference to the highest required net capital experienced during its first year, recomputed as if the organization had been in business for more than two years. Such amount shall be used in lieu of required net capital under Rule 3 of this Article in determining the minimum required coverage to be carried in the Participant Firm's second year pursuant to subsections (c)(2), (3), (4), and (5) herein. Notwithstanding the above, no such Participant Firm shall carry less minimum bonding coverage in its second year than it carried in its first year in business. (3) Each Participant shall make required adjustments not more than sixty days after the anniversary date of the issuance of such bond. Notification of Change (f) Each Participant shall report the cancellation, termination or substantial modification of the bond to the Exchange within ten business days of such occurrence. Amended July 31, 1979; renumbered Nov. 28, 1980; amended February 9, 2005, April 14, 2010 (SR-CHX-2010-07). Rule 7. Filing Requirements on Change of Examining Authority (a) A Participant Firm for whom another national securities exchange or registered securities association is the designated examining authority under 17 CFR 240.17d-1 and who ceases to be a member in good standing of such national securities exchange or registered securities association shall file the reports and information required by Paragraph (b) of 17 CFR 17a-5 with the Exchange at the same time such reports and information are filed with the Commission. (b) The determination of what constitutes membership interest and cessation of membership in good standing shall be as defined in Paragraph (b) of 17 CFR 240.17a-5. Rules of the Chicago Stock Exchange, Inc. Page 80

Amended Jan. 20, 1977; July 31, 1979; renumbered Nov. 28, 1980; amended February 9, 2005. Rule 8. Operational Capability (a) Whenever it shall appear to the Chief Executive Officer or the Chief Regulatory Officer that a Participant Firm is unable or unwilling to make and keep current books and records in accordance with Rules 17a-3 and 17a-4 under the Exchange Act or otherwise to maintain adequate operational capability, the Chief Executive Officer or Chief Regulatory Officer may impose such conditions and restrictions upon the operations, business and expansion of such Participant Firm and may require the submission of, and adherence to, such plan or program for the correction of such situation as he determines to be necessary or appropriate for the protection of investors, other Participants and the Exchange. Each action taken under this Rule shall be reported promptly to the Chief Executive Officer (when such matters are instituted by the Chief Regulatory Officer) and to the vice-chairman of the Board. (b) In addition to the regular annual field examination that all Participant Firms receive, the Exchange shall conduct such extraordinary field examinations and require such additional reporting of Participant Firms restricted pursuant to paragraph (a) of this Rule as it may determine to be necessary or appropriate for the protection of investors, other Participants and the Exchange. Amended July 31, 1979; Feb. 29, 1980; renumbered Nov. 28, 1980; Dec. 28, 1992; Sept. 4, 2001; February 9, 2005; September 13, 2006. Rule 9. Short Positions Participants for which the Exchange is the Designated Examining Authority ("DEA") must report all short positions carried by the Participant, including odd-lots, in each stock or warrant regardless of where trades resulting in such position(s) were executed, in a manner acceptable to the Exchange. The reporting requirement is applicable to Exchange Participants that clear trades for all short positions in the firm's account(s) and in accounts which the firm carries for other Exchange Participants or non-participants. Added Jan. 27, 1995; amended February 9, 2005. Interpretations and Policies:.01 Each Participant shall combine the short interest in each of their respective individual accounts that is "short" the security and report the sum of those short interests. However, the short interest in such accounts shall not be netted against accounts which are "long" the security. For example, if a Participant Firm has three separate accounts, and Account 1 has short interest of 100 shares, Account 2 has short interest of 225 shares and Account 3 is long 150 shares, the Participant Firm shall report short interest of 325, not 175. Added Jan. 27, 1995; amended February 9, 2005. Rules of the Chicago Stock Exchange, Inc. Page 81

Rule 10. Guarantee Letters (a) No Participant registered as an Institutional Broker and which does not clear its own transactions shall act as such on the Exchange unless there is in effect a Letter of Guarantee that has been issued for such Institutional Broker by a clearing Participant Firm. An Institutional Broker may have more than one such letter on file with the Exchange; provided, however, that a Letter of Guarantee with an earlier effective date will afford the clearing Participant Firm issuing such a letter a priority over each subsequent issuer of a Letter of Guarantee for claims made against the Participant. (b) A Letter of Guarantee shall provide that the issuing clearing Participant Firms shall be responsible for the clearance of the Exchange transactions of the institutional broker when the name of the clearing Participant Firm is given up. (c) A Letter of Guarantee filed with the Exchange shall remain in effect until a written notice of revocation has been filed with the Exchange. If such written notice has not been posted for at least one hour prior to the opening of trading on a particular business day, such revocation shall not become effective until the close of trading on such day. Added June 9, 1995; amended February 9, 2005; September 29, 2006; March 1, 2012 (SR-CHX- 2012-02). Rule 11. Fixing and Paying Fees and Charges (a) The Exchange shall fix the fees and other charges payable by a Participant in such amount as the Exchange deems necessary. Fees and charges shall be payable in accordance with the Exchange's schedule of fees and charges. (b) A Participant Firm filing monthly reports pursuant to Rule 3(b) of Article 7 or restricted as to its operations, business or expansion pursuant to Rule 3(d) of Article 7 shall pay to the Exchange such charges or fees as the Exchange may from time to time fix and impose to cover the reasonable cost of such extraordinary review and examination of the reports and operations of such Participant Firm as the Exchange determines to be necessary or appropriate for the protection of investors, other Participants and the Exchange. Interpretations and Policies:.01 Any project, non-budgeted operational activity, capital expenditure, or lease commitment in excess of an amount as established by resolution of the Board of Directors, and any new service which is planned or expected to generate gross annual revenue in excess of an amount established by the Board of Directors, shall be approved by the Board prior to implementation. September 29, 2006. Rules of the Chicago Stock Exchange, Inc. Page 82

Rule 12. Failure to Pay Debts Any Participant or Participant Firm that shall fail to pay any debt for Trading Permit fees, fines, transaction fees, or other sums owing the Exchange or its subsidiaries within 60 days after the same shall become payable shall, after due notice, be suspended from trading on the Exchange until payment is made. If payment is not made within six months after such suspension, the Participant's status as a Participant may be terminated by the Chief Executive Officer on at least 10 days' written notice mailed to the Participant or Participant Firm at the address last registered with the Exchange. The failure to pay any debt owing the Exchange within the timeframes noted herein shall also constitute grounds for initiating disciplinary proceedings pursuant to Article 12 against any Participant, associated person or other person or entity subject to the jurisdiction of the Exchange. In any such action, the Exchange shall, if it prevails, be entitled to any sanction that it could obtain in a disciplinary proceeding under Article 12, plus interest on the amount owed at the Internal Revenue Service rate for prejudgment interest calculated from the date when the debt was first due and payable. September 29, 2006. Rule 13. Fees and Charges of Participants in Military Service The Board of Directors may, upon written request, waive fees and charges for any Participant who is in the active military or naval service of the United States, or who is devoting all his working time to any public service incident to national defense. September 29, 2006. Rule 14. Business Continuity Plans and Emergency Contact Information (a) Each Participant must create and maintain a written business continuity plan ( BCP ) identifying procedures relating to an emergency or significant business disruption. Such procedures must be reasonably designed to enable the Participant to meet its existing obligations to Customers and other interested parties. The BCP must be made available promptly upon request to the Exchange staff. (b) Each Participant must update its BCP in the event of any material change to the Participant's operations, structure, business or location. Each Participant must also conduct an annual review of its BCP to determine whether any modifications are necessary in light of changes to the Participant's operations, structure, business or location. (c) The elements that comprise a BCP are flexible and may be tailored to the size and needs of a Participant. Each plan, however, must at a minimum, address: (1) Data back-up and recovery (hard copy and electronic); Rules of the Chicago Stock Exchange, Inc. Page 83

(2) All mission critical systems; (3) Financial and operational assessments; (4) Alternate communications between Customers and the Participant and between other interested parties and the Participant; (5) Alternate communications between the Participant and its employees and between the Participant and its Associated Persons; (6) Alternate physical location of employees and the Participant s Associated Persons; (7) Critical business constituent, bank, and counter-party impact; (8) Regulatory reporting; (9) Communications with all regulators; and (10) How the Participant will assure Customers and other interested parties have prompt access to their funds and securities in the event that the Participant determines that it is unable to continue its business. Each Participant must address the above-listed categories to the extent applicable and necessary. If any of the above-listed categories is not applicable, the Participant's BCP need not address the category. The Participant's BCP, however, must document the rationale for not including such category in its plan. If a Participant relies on another entity for any one of the above-listed categories or any mission critical system, the Participant's BCP must address this relationship. (d) Each Participant must designate a member of its senior management to approve the BCP and he or she shall be responsible for conducting the required annual review. The member of senior management must also be a registered principal. (e) Each Participant must disclose to its Customers and other interested parties how its BCP addresses the possibility of a future significant business disruption and how the Participant plans to respond to events of varying scope. At a minimum, such disclosure must be made in writing to Customers and other interested parties at account opening, posted on the Participant's Web site (if the Participant maintains a Web site), and mailed to Customers or other interested parties upon request. (f) (1) Each Participant shall report to the Exchange, via such electronic or other means as the Exchange may specify, prescribed emergency contact information for the Participant. The emergency contact information for the Participant includes designation of two Associated Persons as emergency contact persons. At least one emergency contact person shall be a member of senior management and a registered principal of the Participant. If a Rules of the Chicago Stock Exchange, Inc. Page 84

Participant designates a second emergency contact person who is not a registered principal, such person shall be a member of senior management who has knowledge of the Participant's business operations. A Participant with only one Associated Person shall designate as a second emergency contact person an individual, either registered with another firm or nonregistered, who has knowledge of the Participant's business operations (e.g., the Participant's attorney, accountant, or clearing firm contact). (2) Each Participant must promptly update its emergency contact information, via such electronic or other means as the Exchange may specify, in the event of any material change, but in any event not later than 30 days following any change in such information. In addition, each Participant shall review and, if necessary, update its required contact information within 17 business days after the end of each calendar year. (g) For purposes of this Rule only, the following terms shall have the meanings specified below: (1) "Mission critical system" means any system that is necessary, depending on the nature of a Participant's business, to ensure prompt and accurate processing of securities transactions, including, but not limited to, order taking, order entry, execution, comparison, allocation, clearance and settlement of securities transactions, the maintenance of Customer or other interested party accounts, access to Customer or other interested party accounts and the delivery of funds and securities. (2) "Financial and operational assessment" means a set of written procedures that allow a Participant to identify changes in its operational, financial, and credit risk exposures. (3) Interested parties means any person or entity to which Participant owes a fiduciary and/or legal responsibility, including, but not limited to, Customers, other brokers or dealers, counter-parties, vendors and banks. Adopted July 1, 2016 (SR-CHX-2016-07). Rules of the Chicago Stock Exchange, Inc. Page 85

ARTICLE 8. Business Conduct Rule 1. Adherence to All Rules and Bylaws No Participant or partner, officer, director, principal shareholder or registered employee of a Participant Firm shall violate any provision of the Rules or Bylaws of the Exchange or any resolution of the Board of Directors or Executive Committee regulating the conduct or business of Participants or partners, officers, directors or principal shareholders of Participant Firms. September 29, 2006. Rule 2. Acts Detrimental to Interest or Welfare of Exchange No Participant or partner, officer, director or registered employee of a Participant Firm shall commit any act detrimental to the interest or welfare of the Exchange or engage in conduct inconsistent with the maintenance of a fair and orderly market or the protection of investors. September 29, 2006. Rule 3. Fraudulent Acts No Participant, or partner, officer, director or registered employee of a Participant Firm, shall commit any fraud or fraudulent act. September 29, 2006. Rule 4. Prohibition of Misstatements No Participant, or partner, officer, director, principal shareholder or registered employee of a Participant Firm shall make a misstatement upon a material point to the Board of Directors, or to a committee, officer or employee of the Exchange. This prohibition shall also apply to applications made prior to acquisition of a Trading Permit and registration as a Participant under Article 6. September 29, 2006. Rule 5. Attempt to Hide Prior Misdealings No applicant for a Trading Permit or registration under Article 6 nor any person about to become a partner, officer, director or registered employee of a Participant Firm shall fail to disclose to the Exchange the facts and circumstances of every fraudulent and dishonest act of which he or it has been guilty prior to such application. Rules of the Chicago Stock Exchange, Inc. Page 86

September 29, 2006. Rule 6. Prohibited Accounts No Participant shall take or carry an account in which an employee of the Exchange or of a Participant is directly or indirectly interested, unless the written consent of the employer has first been obtained. An employee of any corporation, a majority of whose capital stock is owned by the Exchange, shall be deemed an employee of the Exchange within the meaning of this rule. September 29, 2006. Interpretations and Policies:.01 Written consent of the Exchange for accounts of employees of the Exchange shall be conditioned on the employee giving written instructions to the Participant Firm to send duplicate copies of confirmations to the Exchange's internal auditors. September 29, 2006. Rule 7. Officers and Employees of Exchange and Other Industry Participants (a) No Participant shall: (1) Employ or compensate for services rendered, any officer or employee of the Exchange, or of another Participant, without the prior written consent of the employer; (2) Give any gratuity in excess of $100 per person per year to any officer or employee of the Exchange, or of another Participant or to any officer or employee of a news or financial information medium, bank, trust company, insurance company, or any corporation, firm or individual engaged in the business of dealing, either as broker or principal in stocks, bonds or other securities, bills of exchange, acceptances or other forms of commercial paper, without the prior written consent of the employer. (b) For purposes of this rule, a gift of any kind is considered a gratuity and an officer or employee of a corporation, a majority of whose capital stock is owned by the Exchange is considered an employee of the Exchange. (c) A record shall be retained and be available for inspection by the Exchange for at least three years of each gratuity given to a person covered by (a)(2) above, including gratuities of $100 or less per person per year. September 29, 2006. Rules of the Chicago Stock Exchange, Inc. Page 87

Rule 8. Pledged Securities No agreement between a Participant Firm and a customer, authorizing the Participant Firm to pledge securities, either alone or with other securities carried for the account of the customer, either for the amount due thereon or for a greater amount, or to loan such securities, shall justify the Participant Firm in pledging or loaning more of such securities than is fair and reasonable in view of the indebtedness of such customer to such firm or corporation. September 29, 2006. Rule 9. Mailing Communications to Non-Participant Customer No Participant Firm shall mail confirmations, statements or other communications to a non- Participant customer in care of such Participant Firm or in care of any other Participant or in care of an employee of any Participant unless such Participant shall have been so directed in writing by such customer and unless duplicate copies of such confirmations, statements or other communications are mailed to such customer at his place of business or residence or at some other address designated in writing by such customer; however, the Exchange, may in specific instances, waive the requirement that duplicate copies be sent. September 29, 2006. Rule 10. Customer Dealings Account Transfers When a customer whose securities account is carried by a Participant Firm elects to transfer the entire account to another Participant Firm, both Participant Firms must expedite and coordinate activities with respect to the transfer. September 29, 2006. Rule 11. Customer Dealings Suitability (a) In recommending to a customer the purchase, sale or exchange of any security, a Participant shall have reasonable grounds for believing that the recommendation is suitable for such customer upon the basis of the facts, if any, disclosed by such customer as to his other security holdings and as to his financial situation and needs. (b) Prior to the execution of a transaction recommended to a customer, (other than to an institutional customer and. other than transactions with customers where investments are limited to money market mutual funds, a Participant shall make reasonable efforts to obtain information concerning: (1) the customer's financial status; Rules of the Chicago Stock Exchange, Inc. Page 88

(2) the customer's tax status; (3) the customer's investment objectives; (4) such other information used or considered to be reasonable by such Participant or registered representative in making recommendations to the customer. Adopted September 29, 2006; Amended May 22, 2014 (SR-CHX-2014-07). Interpretations and Policies:.01 The following is a non-exclusive list of practices that the Exchange deems to violate a Participant's duty to recommend to a customer only securities suitable for that customer. (a) Recommending speculative low-priced securities to customers without knowledge of or an attempt to obtain information concerning the customers' other securities holdings, their financial situation and other necessary data. (b) Excessive activity in a customer's account, often referred to as "churning" or "overtrading." There are no specific standards to measure excessiveness of trading in customer accounts, because this must be related to the objectives and financial situation of the customer involved. (c) Trading in mutual fund shares, particularly on a short-term basis. It is clear that normally these securities are not proper trading vehicles and such activity on its face may raise the question of trade violation. (d) Fraudulent activity, including: establishing fictitious accounts in order to execute transactions which otherwise would be prohibited; executing transactions in discretionary accounts in excess of or without actual authority from customers; causing the execution of transactions which are unauthorized by customers or the sending of confirmations in order to cause customers to accept transactions not actually agreed upon; and unauthorized use or borrowing of customers' funds and securities. (e) Recommending the purchase of securities or the continuing purchase of securities in amounts that are inconsistent with the reasonable expectation that the customer has the financial ability to meet such a commitment..02 Derivatives and Other New Financial Products. As new financial products are introduced into the marketplace, it is important that Participants make every effort to familiarize themselves with each customer's financial situation, trading experience, and ability to meet the risks involved with such products and to make every effort to make customers aware of the pertinent information regarding new financial products. Moreover, Participants should be careful to always comply with all Exchange requirements regarding the trading of such products. Rules of the Chicago Stock Exchange, Inc. Page 89

.03 For purposes of this rule, the term "institutional customer" shall mean the account of: (a) a bank, savings and loan association, insurance company or registered investment company; (b) an investment advisor registered either with the Securities and Exchange Commission under Section 203 of the Investment Advisers Act of 1940 or with a state securities commission (or any agency or office performing like functions); or (c) any other entity (whether a natural person, corporation, partnership, trust or otherwise) with total assets of at least $50 million. September 29, 2006. Rule 12. Interest in Customer Accounts No Participant or person associated therewith shall guarantee any customer against loss in his account or take or receive directly or indirectly a share in the profits of any customer's account or share in any loss sustained in any such account. For the purposes of this Rule the term customer shall not be deemed to include the Participant or any joint, group, or syndicate account with such Participant. September 29, 2006. Rule 13. Advertising, Promotion and Telemarketing (a) False or Misleading Advertisement Prohibited. It shall be considered conduct or proceeding inconsistent with just and equitable principles of trade for a Participant, directly or indirectly, to publish circulate or distribute any advertisement, sales literature or market letter that the Participant knows, or in the exercise of reasonable care could have known, contains any untrue statement of a material fact or is otherwise false or misleading. (b) Categories and Standards of Advertisement. No Participant for which this Exchange is the designated examining authority shall publish, circulate or distribute any advertisement, sales literature or market letter which fails to meet the standards set forth in this Rule. Advertisements include any material for use in any newspaper or magazine or other public media or by radio, telephone recording, motion picture or television. Sales literature and market letters include any communication for general distribution to customers or the public in which a particular security or insurance policy is featured or recommended, any such communication containing forecasts of business or market trends, and notices, circulars, reports, newsletters, research reports, form letters or reprints of published articles. (1) Making Recommendations. In making a recommendation, whether or not labeled as such, the Participant must have a reasonable basis for the recommendation; and the following facts should be disclosed: the price at the time the original recommendation is Rules of the Chicago Stock Exchange, Inc. Page 90

made; that the Participant usually makes a market in the issue if such is the case; and, in addition if applicable, that the Participant intends to buy or sell the securities recommended for his own account, and ownership, if any, of options, rights or warrants to purchase any security of the issuer whose securities are recommended unless the extent of such ownership is merely nominal. The Participant must also provide or offer to furnish upon request appropriate investment or insurance information supporting the recommendations. (2) Promises and Exaggerated Claims Prohibited. Advertisements, sales literature or market letters must not contain promises of specific results, exaggerated or unwarranted claims or unwarranted superlatives, opinions for which there is no reasonable basis, or forecasts of future events which are unwarranted, or which are not clearly labeled as forecasts. Nor may references to past specific recommendations state or imply that the recommendations were or would have been profitable to any person and that they are indicative of the general quality of a Participant's recommendations. (3) Research Reportings in Advertisements. No claim or implication may be made for research or other facilities beyond those which the Participant actually possesses or has reasonable capacity to provide. A market letter or report not prepared by the distributing firm should state that it was prepared by another firm or organization. (c) Market Letters and Sales Literature. All advertisements, market letters and sales literature prepared and issued by a Participant Firm for which this Exchange is the designated examining authority shall be approved by a partner or officer of the Participant Firm. Market letters and sales literature which refer to the market or to specific companies, insurance policies, or securities, listed or unlisted, shall be retained for at least three years by the Participant Firm organization which prepared the material. The copies retained shall contain the name of the partner or officer approving its issuance and the name or names of the persons who prepared the material, and shall at all times within the three-year period be readily available for examination by the Exchange. (d) General Telemarketing Requirements. No Participant or person associated therewith shall initiate any outbound telephone call to: (1) Time of Day Restriction. Any residence of a person before the hour of 8 a.m. or after 9 p.m. (local time at the called party's location), unless (A) the Participant has an established business relationship with the person pursuant to paragraph (p)(12), (B) the Participant has received that person's prior express invitation or permission, or (C) the person called is a broker or dealer; Rules of the Chicago Stock Exchange, Inc. Page 91

(2) Firm-Specific Do-Not-Call List. Any person that previously has stated that he or she does not wish to receive an outbound telephone call made by or on behalf of the Participant; or (3) National Do-Not-Call List. Any person who has registered his or her telephone number on the Federal Trade Commission's national do-not-call registry. (e) National Do-Not-Call List Exceptions. The Participant making outbound telephone calls will not be liable for violating paragraph (d)(3) if: (1) Established Business Relationship Exception. The Participant has an established business relationship with the recipient of the call. A person's request to be placed on the firm-specific do-not-call list terminates the established business relationship exception to that national do-not-call list provision for that Participant even if the person continues to do business with the Participant; (2) Prior Express Written Consent Exception. The Participant has obtained the person's prior express invitation or permission. Such permission must be evidenced by a signed, written agreement (which may be obtained electronically under the E-Sign Act) between the person and Participant which states that the person agrees to be contacted by the Participant and includes the telephone number to which the calls may be placed; or (3) Personal Relationship Exception. The associated person making the call has a personal relationship with the recipient of the call. (f) Safe Harbor Provision. The Participant or person associated therewith making outbound telephone calls will not be liable for violating paragraph (d)(3) if the Participant or person associated therewith demonstrates that the violation is the result of an error and that as part of the Participant s routine business practice, it meets the following standards: (1) Written procedures. The Participant has established and implemented written procedures to comply with the national do-not-call rules; (2) Training of personnel. The Participant has trained its personnel, and any entity assisting in its compliance, in procedures established pursuant to the national do-not-call rules; (3) Recording. The Participant has maintained and recorded a list of telephone numbers that it may not contact; and (4) Accessing the national do-not-call database. The Participant uses a process to prevent outbound telephone calls to any telephone number on any list established pursuant to the do-not-call rules, employing a version of the national do-not-call registry obtained from the administrator of the registry no more than thirty-one (31) days prior to the date any call is made, and maintains records documenting this process. Rules of the Chicago Stock Exchange, Inc. Page 92

(g) Procedures. Prior to engaging in telemarketing, the Participant must institute procedures to comply with paragraph (d). Such procedures must meet the following minimum standards: (1) Written policy. Participants must have a written policy for maintaining a do-not-call list. (2) Training of personnel engaged in telemarketing. Personnel engaged in any aspect of telemarketing must be informed and trained in the existence and use of the do-not-call list. (3) Recording, disclosure of do-not-call requests. If the Participant receives a request from a person not to receive calls from that Participant, the Participant must record the request and place the person's name, if provided, and telephone number on the firm's do-not-call list at the time the request is made. Participants must honor a person's do-not-call request within a reasonable amount of time, not to exceed (30) days. If such requests are recorded or maintained by a party other than the Participant on whose behalf the outbound telephone call is made, the Participant on whose behalf the outbound telephone call is made will be liable for any failures to honor the do-not-call request. (4) Identification of sellers and telemarketers. The Participant or person associated therewith making an outbound telephone call must provide the called party with the name of the individual caller, the name of the Participant, an address or telephone number at which the Participant may be contacted, and that the purpose of the call is to solicit the purchase of securities or related service. The telephone number provided may not be a 900 number or any other number for which charges exceed local or long distance transmission charges. (5) Affiliated persons or entities. In the absence of a specific request by the person to the contrary, a person's do-not-call request shall apply to the Participant making the call, and will not apply to affiliated entities unless the consumer reasonably would expect them to be included given the identification of the caller and the product being advertised. (6) Maintenance of do-not-call lists. The Participant making outbound telephone calls must maintain a record of a person's request not to receive further calls. (h) Wireless Communications. The provisions set forth under this Rule are applicable to Participants and persons associated therewith making outbound telephone calls to wireless telephone numbers. (i) Outsourcing Telemarketing. If the Participant uses another appropriately registered or licensed entity or person to perform telemarketing services on its behalf, the Participant remains responsible for ensuring compliance with all provisions contained in this Rule. (j) Caller Identification Information. Rules of the Chicago Stock Exchange, Inc. Page 93

(1) Any Participant that engages in telemarketing, as defined in paragraph (p)(20) of this Rule, must transmit or cause to be transmitted the telephone number, and, when made available by the Participant s telephone carrier, the name of the Participant, to any caller identification service in use by a recipient of an outbound telephone call. (2) The telephone number so provided must permit any person to make a do-not-call request during regular business hours. (3) Any Participant that engages in telemarketing, as defined in paragraph (p)(20) of this Rule, is prohibited from blocking the transmission of caller identification information. (k) Unencrypted Consumer Account Numbers. No Participant or person associated therewith shall disclose or receive, for consideration, unencrypted consumer account numbers for use in telemarketing. The term unencrypted means not only complete, visible account numbers, whether provided in lists or singly, but also encrypted information with a key to its decryption. This paragraph shall not apply to the disclosure or receipt of a customer s billing information to process a payment pursuant to a telemarketing transaction. (l) Submission of Billing Information. For any telemarketing transaction, the Participant or person associated therewith must obtain the express informed consent of the person to be charged and to be charged using the identified account. (1) In any telemarketing transaction involving preacquired account information and a freeto-pay conversion feature, the Participant or person associated therewith must: (A) obtain from the customer, at a minimum, the last four (4) digits of the account number to be charged; (B) obtain from the customer an express agreement to be charged and to be charged using the account number pursuant to paragraph (l)(1)(a); and (C) make and maintain an audio recording of the entire telemarketing transaction. (2) In any other telemarketing transaction involving preacquired account information not described in paragraph (l)(1), the Participant or person associated therewith must: (m) Abandoned Calls. (A) identify the account to be charged with sufficient specificity for the customer to understand what account will be charged; and (B) obtain from the customer an express agreement to be charged and to be charged using the account number identified pursuant to paragraph (l)(2)(a). Rules of the Chicago Stock Exchange, Inc. Page 94

(1) No Participant or person associated therewith shall abandon any outbound telemarketing call. An outbound call is abandoned if a person answers it and the call is not connected to a person associated with the Participant within two (2) seconds of the person s completed greeting. (2) The Participant or person associated therewith shall not be liable for violating paragraph (m)(1) if: (n) Prerecorded Messages. (A) the Participant or person associated therewith employs technology that ensures abandonment of no more than three percent of all telemarketing calls answered by a person, measured over the duration of a single calling campaign, if less than thirty (30) days, or separately over each successive 30-day period or portion thereof that the campaign continues; (B) the Participant or person associated therewith, for each telemarketing call placed, allows the telephone to ring for at least fifteen (15) seconds or four (4) rings before disconnecting an unanswered call; (C) whenever a person associated with the Participant is not available to speak with the person answering the telemarketing call within two (2) seconds after the person s completed greeting, the Participant or person associated therewith promptly plays a recorded message that states the name and telephone number of the Participant or person associated with the Participant on whose behalf the call was placed; and (D) the Participant retains records establishing compliance with paragraph (m)(2). (1) No Participant or person associated therewith shall initiate any outbound telemarketing call that delivers a prerecorded message other than a prerecorded message permitted for compliance with the call abandonment safe harbor in (m)(2)(c) unless: (A) the Participant has obtained from the recipient of the call an express agreement, in writing, that: (i) the Participant obtained only after a clear and conspicuous disclosure that the purpose of the agreement is to authorize the Participant to place prerecorded calls to such person; (ii) the Participant obtained without requiring, directly or indirectly, that the agreement be executed as a condition of opening an account or purchasing any good or service; Rules of the Chicago Stock Exchange, Inc. Page 95

(iii) evidences the willingness of the recipient of the call to receive calls that deliver prerecorded messages by or on behalf of a specific Participant; and (iv) includes such person s telephone number and signature (which may be obtained electronically under the E-Sign Act); (B) the Participant or person associated therewith allows the telephone to ring for at least fifteen (15) seconds or four rings before disconnecting an unanswered call; and within two (2) seconds after the completed greeting of the person called, plays a prerecorded message that promptly provides the disclosures in paragraph (g)(4), followed immediately by a disclosure of one or both of the following: (i) for a call that could be answered by a person, that the person called can use an automated interactive voice and/or keypress-activated opt-out mechanism to assert a firm-specific do-not-call request pursuant to the Participant s procedures instituted under paragraph (g)(3) at any time during the message. The mechanism must: (a) automatically add the number called to the Participant s firmspecific do-not-call list; (b) once invoked, immediately disconnect the call; and (c) be available for use at any time during the message; (ii) for a call that could be answered by an answering machine or voicemail service, that the person called can use a toll-free telephone number to assert a firm-specific do-not-call request pursuant to the Participant s procedures instituted under paragraph (g)(3). The number provided must connect directly to an automated interactive voice or keypress-activated opt-out mechanism that: (a) automatically adds the number called to the Participant s firmspecific do-not-call list; (b) immediately thereafter disconnects the call; and (c) is accessible at any time throughout the duration of the telemarketing campaign; and (C) the Participant complies with all other requirements of this Rule and other applicable federal and state laws. (2) Any call that complies with all applicable requirements of paragraph (n) shall not be deemed to violate paragraph (m). Rules of the Chicago Stock Exchange, Inc. Page 96

(o) Credit card laundering. Except as expressly permitted by the applicable credit card system, no Participant or person associated therewith shall: (1) present to or deposit into, the credit card system for payment, a credit card sales draft generated by a telemarketing transaction that is not the result of a telemarketing credit card transaction between the cardholder and the Participant; (2) employ, solicit, or otherwise cause a merchant, or an employee, representative or agent of the merchant, to present to or to deposit into the credit card system for payment, a credit card sales draft generated by a telemarketing transaction that is not the result of a telemarketing credit card transaction between the cardholder and the merchant; or (3) obtain access to the credit card system through the use of a business relationship or an affiliation with a merchant, when such access is not authorized by the merchant agreement or the applicable credit card system. (p) Definitions. For purposes of this Rule: (1) The term account activity shall include, but not be limited to, purchases, sales, interest credits or debits, charges or credits, dividend payments, transfer activity, securities receipts or deliveries, and/or journal entries relating to securities or funds in the possession or control of the member. (2) The term acquirer means a business organization, financial institution, or an agent of a business organization or financial institution that has authority from an organization that operates or licenses a credit card system to authorize merchants to accept, transmit, or process payment by credit card through the credit card system for money, goods or services, or anything else of value. (3) The term billing information means any data that enables any person to access a customer s or donor s account, for example a credit or debit card number, a brokerage, checking, or savings account number, or a mortgage loan account number. (4) The term broker-dealer of record refers to the broker-dealer identified on a customer's account application for accounts held directly at a mutual fund or variable insurance product issuer. (5) The term caller identification service means a service that allows a telephone subscriber to have the telephone number, and, where available, name of the calling party transmitted contemporaneously with the telephone call, and displayed on a device in or connected to the subscriber s telephone. Rules of the Chicago Stock Exchange, Inc. Page 97

(6) The term cardholder means a person to whom a credit card is issued or who is authorized to use a credit card on behalf of or in addition to the person to whom the credit card is issued. (7) The term credit means the right granted by a creditor to a debtor to defer payment of debt or to incur debt and defer its payment. (8) The term credit card means any card, plate, coupon book, or other credit device existing for the purpose of obtaining money, property, labor, or services on credit. (9) The term credit card sales draft means any record or evidence of a credit card transaction. (10) The term credit card system means any method or procedure used to process credit card transactions involving credit cards issued or licensed by the operator of that system. (11) The term customer means any person who is or may be required to pay for goods or services offered through telemarketing. (12) The term established business relationship means a relationship between a Participant and a person if: (A) the person has made a financial transaction or has a security position, a money balance, or account activity with the Participant or at a clearing firm that provides clearing services to such Participant within the previous eighteen (18) months immediately preceding the date of the telemarketing call; (B) the Participant is the broker-dealer of record for an account of the person within the previous eighteen (18) months immediately preceding the date of the telemarketing call; or (C) the person has contacted the Participant to inquire about a product or service offered by the Participant within the previous three (3) months immediately preceding the date of the telemarketing call. A person's established business relationship with the Participant does not extend to the Participant s affiliated entities unless the person would reasonably expect them to be included. Similarly, a person's established business relationship with the Participant s affiliate does not extend to the Participant unless the person would reasonably expect the Participant to be included. (13) The term free-to-pay conversion means, in an offer or agreement to sell or provide any goods or services, a provision under which a customer receives a product or service for free for an initial period and will incur an obligation to pay for the product or service if he or she does not take affirmative action to cancel before the end of that period. Rules of the Chicago Stock Exchange, Inc. Page 98

(14) The term merchant means a person who is authorized under a written contract with an acquirer to honor or accept credit cards, or to transmit or process for payment credit card payments, for the purchase of goods or services or a charitable contribution. A charitable contribution means any donation or gift of money or any other thing of value, for example a transfer to a pooled income fund. (15) The term merchant agreement means a written contract between a merchant and an acquirer to honor or accept credit cards, or to transmit or process for payment credit card payments, for the purchase of goods or services or a charitable contribution. (16) The term outbound telephone call means a telephone call initiated by a telemarketer to induce the purchase of goods or services or to solicit a charitable contribution from a donor. A donor means any person solicited to make a charitable contribution. (17) The term person means any individual, group, unincorporated association, limited or general partnership, corporation, or other business entity. (18) The term personal relationship means any family member, friend, or acquaintance of the person associated with the Participant making an outbound telephone call. (19) The term preacquired account information means any information that enables a seller or telemarketer to cause a charge to be placed against a customer s or donor s account without obtaining the account number directly from the customer or donor during the telemarketing transaction pursuant to which the account will be charged. (20) The term telemarketing means consisting of or relating to a plan, program, or campaign involving at least one outbound telephone call, for example cold-calling. The term does not include the solicitation of sales through the mailing of written marketing materials, when the person making the solicitation does not solicit customers by telephone but only receives calls initiated by customers in response to the marketing materials and during those calls takes orders only without further solicitation. For purposes of the previous sentence, the term further solicitation does not include providing the customer with information about, or attempting to sell, anything promoted in the same marketing materials that prompted the customer s call. Interpretations and Policies:.01 Compliance with Other Requirements. This Rule does not affect the obligation of any Participant or person associated therewith that engages in telemarketing to comply with relevant state and federal laws and rules, including but not limited to the Telemarketing and Consumer Fraud and Abuse Prevention Act codified at 15 U.S.C. 6101 6108, as amended, the Telephone Consumer Protection Act codified at 47 U.S.C. 227, and the rules of the Federal Communications Commission relating to telemarketing practices and the rights of telephone consumers codified at 47 CFR 64.1200. Rules of the Chicago Stock Exchange, Inc. Page 99

September 29, 2006; Amended December 4, 2012 (SR-CHX-2012-14); February 1, 2013 (SR- CHX-2013-05); May 22, 2014 (SR-CHX-2014-07). Rule 14. Proxies This rule sets out the proxy requirements that apply to Participant Firms and their associated persons with respect to securities listed exclusively on the Exchange. (a) Giving of Proxies Restricted. No Participant shall give or authorize a proxy to vote stock registered in its name, except as required or permitted under the provisions of Rule 14(c), unless the organization is the beneficial owner of such stock. (b) Transmission of Proxy Material to Customers. (1) Whenever a person soliciting proxies shall furnish a Participant Firm: (A) copies of all soliciting material which such person is sending to registered holders, and (B) satisfactory assurance that he will reimburse such Participant Firm for all outof-pocket expenses, including reasonable clerical expenses, if any, incurred by such firm or corporation, in obtaining instructions from the beneficial owners of stock, such organization shall transmit to each beneficial owner of stock which is in its possession or control, the material furnished; and (2) Such organization shall transmit with such material either: (A) a request for voting instructions and also a statement to the effect that, if such instructions are not received by the tenth day before the meeting, the proxy may be given at discretion by the owner of record of the stock. (However, when the proxy soliciting material is transmitted to the beneficial owner of the stock twenty-five days or more before the meeting, the statement accompanying such material shall be to the effect that the proxy may be given fifteen days before the meeting at the discretion of the owner of record of the stock.) or (B) a signed proxy indicating the number of shares held for such beneficial owner and bearing a symbol identifying the proxy with proxy records of such firm or corporation, and also a letter informing the beneficial owner of the necessity for completing the proxy form and forwarding it to the person soliciting proxies in order that the shares may be represented at the meeting. This rule shall not apply to beneficial owners outside the United States. Rules of the Chicago Stock Exchange, Inc. Page 100

(c) Giving a Proxy to Vote Stock. No Participant shall give or authorize a proxy to vote stock registered in its name, except as required or permitted under the provisions of this Rule. (1) Instructions of Beneficial Owner. A Participant Firm shall give or authorize a proxy for stock registered in its name, at the direction of the beneficial owner. If the stock is not in the control or possession of the Participant Firm, satisfactory proof of the beneficial ownership as of the record date may be required. (2) Voting Participant Organization Holdings as Executor, etc.. A Participant Firm may give or authorize a proxy to vote any stock registered in its name if such organization holds such stock as executor, administrator, guardian, trustee, or in a similar representative or fiduciary capacity with authority to vote. (3) Instructions on Stock in the Name of other Participants. A Participant Firm which has in its possession or control stock registered in the name of another Participant Firm, and which has solicited voting instructions in accordance with the provisions of Rule 14(b)(1), shall (A) forward to the second Participant Firm any voting instructions received from the beneficial owner, or (B) if the proxy-soliciting material has been transmitted to the beneficial owner of the stock in accordance with Rule 14(b) and no instructions have been received by the date specified in the statement accompanying such material, notify the second Participant Firm of such fact in order that such organization may give or authorize the proxy as provided in Rule 14(c)(4). A Participant Firm which has in its possession or control stock registered in the name of another Participant Firm, and which desires to transmit signed proxies pursuant to the provisions of Rule 14(b)(2)(B), shall obtain the requisite number of signed proxies from such holder of record. (4) Voting Procedures Without Instructions. A Participant Firm which was transmitted proxy soliciting material to the beneficial owner of stock and solicited voting instructions in accordance with the provisions of Rule 14(b), and which has not received instructions from the beneficial owner by the date specified in the statement accompanying such material may give or authorize a proxy to vote such stock, except for in those situations enumerated below, provided the person signing the proxy has no knowledge of any contest as to the action to be taken at the meeting and provided such action is adequately disclosed to stockholders and does not include authorization for a merger, consolidation or any other matter which may affect substantially the legal rights or privileges of such stock. Generally speaking, a Participant may not give or authorize a proxy to vote without instructions from beneficial owners when the matter to be voted upon: Rules of the Chicago Stock Exchange, Inc. Page 101

(A) is not submitted to stockholders by means of a proxy statement comparable to that specified in Schedule 14-A of the Securities and Exchange Commission; (B) is the subject of a counter-solicitation, or is part of a proposal made by a stockholder which is being opposed by management (i.e., a contest); (C) relates to a merger or consolidation (except when the company's proposal is to merge with its own wholly owned subsidiary, provided its shareholders dissenting thereto do not have rights of appraisal); (D) involves right of appraisal; (E) authorizes mortgaging of property; (F) authorizes or creates indebtedness or increases the authorized amount of indebtedness; (G) authorizes or creates a preferred stock or increases the authorized amount of an existing preferred stock; (H) alters the terms or conditions of existing stock or indebtedness; (I) involves waiver or modification of preemptive rights (except when the company's proposal is to waive such rights with respect to shares being offered pursuant to stock option or purchase plans involving the additional issuance of not more than 5% of the company's outstanding common shares(see Item 12)); (J) changes existing quorum requirements with respect to stockholder meetings; (K) alters voting provisions or the proportionate voting power of a stock, or the number of its votes per share (except where cumulative voting provisions govern the number of votes per share for election of directors and the company's proposal involves a change in the number of its directors by not more than 10% or not more than one); (L) authorizes the implementation of any equity compensation plan, or any material revision to the terms of any existing equity compensation plan (whether or not shareholder approval of such plan is required by Article 22, Rules 19 or 21); Commentary to Item (L) A member organization may not give or authorize a proxy to vote without instruction on a matter relating to executive compensation, even if such matter would otherwise qualify for an exception from the requirements of item (L), Item (M) or any other Item under this Rule 14. See Item (U). (M) authorizes Rules of the Chicago Stock Exchange, Inc. Page 102

(i) a new profit-sharing or special remuneration plan, or a new retirement plan, the annual cost of which will amount to more than 10% of average annual income before taxes for the preceding five years, or (ii) the amendment of an existing plan which would bring its cost above 10% of such average annual income before taxes. Exceptions may be made in cases of (a) retirement plans based on agreement or negotiations with labor unions (or which have been or are to be approved by such unions); and (b) any related retirement plan for benefit of non-union employees having terms substantially equivalent to the terms of such unionnegotiated plan, which is submitted for action of stockholders concurrently with such union negotiated plan; Commentary to Item (M) A member organization may not give or authorize a proxy to vote without instruction on a matter relating to executive compensation, even if such matter would otherwise qualify for an exception from the requirements of Item (L), Item (M) or any other Item under this Rule 14. See Item (U). (N) changes the purposes or powers of a company to an extent which would permit it to change to a materially different line of business and it is the company's stated intention to make such a change; (O) authorizes the acquisition of property, assets, or a company, where the consideration to be given has a fair value approximating 20% or more of the market value of the previously outstanding shares; (P) authorizes the sale or other disposition of assets or earning power approximating 20% or more of those existing prior to the transaction. (Q) authorizes a transaction not in the ordinary course of business in which an officer, director or substantial security holder has a direct or indirect interest; (R) reduces earned surplus by 51% or more, or reduces earned surplus to an amount less than the aggregate of three years' common stock dividends computed at the current dividend rate; (S) is the election of directors, provided, however, that this prohibition shall not apply in the case of a company registered under the Investment Company Act of 1940; or (T) materially amends an investment advisory contract with an investment company; or Rules of the Chicago Stock Exchange, Inc. Page 103

Commentary to Item (T) A material amendment to an investment advisory contract would include any proposal to obtain shareholder approval of an investment company's investment advisory contract with a new investment adviser, which approval is required by the Investment Company Act of 1940, as amended (the 1940 Act ), and the rules thereunder. Such approval will be deemed to be a "matter which may affect substantially the rights or privileges of such stock" for purposes of this rule so that a Participant may not give or authorize a proxy to vote shares registered in its name absent instruction from the beneficial holder of the shares. As a result, for example, a Participant may not give or authorize a proxy to vote shares registered in its name, absent instruction from the beneficial holder of the shares, on any proposal to obtain shareholder approval required by the 1940 Act of an investment advisory contract between an investment company and a new investment adviser due to an assignment of the investment company's investment advisory contract, including an assignment caused by a change in control of the investment adviser that is party to the assigned contract. (U) relates to executive compensation. Commentary to Item (U) A matter relating to executive compensation would include, among other things, the items referred to in Section 14A of the Exchange Act (added by Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act), including (i) an advisory vote to approve the compensation of executives, (ii) a vote on whether to hold such an advisory vote every one, two or three years, and (iii) an advisory vote to approve any type of compensation (whether present, deferred, or contingent) that is based on or otherwise relates to an acquisition, merger, consolidation, sale, or other disposition of all or substantially all of the assets of an issuer and the aggregate total of all such compensation that may (and the conditions upon which it may) be paid or become payable to or on behalf of an executive officer. In addition, a member organization may not give or authorize a proxy to vote without instruction on a matter relating to executive compensation, even if such matter would otherwise qualify for an exception from the requirements of Item (L), Item (M) or any other item under this Rule 14. Any vote on these or similar executive compensationrelated matters is subject to the requirements of Rule 14. (d) Statement of Number of Shares. In all cases in which a proxy is given by a Participant Firm the proxy shall state the actual number of shares for which the proxy is given. (e) Committee Instructions to Transfer Securities. A Participant Firm when so requested by the Exchange, shall transfer certificates of stock held either for its own account or for the account of others, if registered in the name of a previous holder of record, into its own name, prior to the taking of the record of stockholders, to facilitate the convenient solicitation of proxies. Rules of the Chicago Stock Exchange, Inc. Page 104

The Exchange shall make such request at the insistence of the issuer or of persons owning in the aggregate at least ten percent of such stock, provided, if the Exchange so requires, the issuer or persons making such request agree to indemnify Participant Firms against transfer taxes. The Exchange may make such a request whenever it deems it advisable. (f) Transmission of Interim Reports and Other Material. A Participant Firm, when so requested by a company, and upon being furnished with: (1) copies of interim reports of earnings or other material being sent to stockholders, and (2) satisfactory assurance that it will be reimbursed by such company for all out-of-pocket expenses, including reasonable clerical expenses, shall transmit such reports or material to each beneficial owner of stock of such company held by such organization and registered in a name other than the name of the beneficial owner. This rule shall not apply to beneficial owners outside the United States. Amended March 24, 2011 (SR-CHX-2011-01); May 22, 2014 (SR-CHX-2014-07). Rule 15. Commissions Nothing contained in the Rules of this Exchange or its practices shall be construed to require or authorize its Participants, or any person associated with its Participants, to agree or arrange directly or indirectly, for the charging of fixed rates of commission for transactions effected on, or effected by the use of, the facilities of this Exchange. September 29, 2006. Rule 16. Conduct on Exchange Premises and Conduct Involving Participants or Exchange Employees No Participant shall engage in the following conduct while on Exchange premises, while transacting business on the Exchange or with respect to Exchange employees who are conducting Exchange business: (a) Fighting; (b) Profanity, vulgarity or any threatening or intimidating speech or conduct; (c) Any conduct which is detrimental to the interest or welfare of the Exchange, or which endangers the personal safety of others on the Exchange premises or the operation of the machines and property of the Exchange; or (d) Violations of the Exchange's Policy Against Harassment. Rules of the Chicago Stock Exchange, Inc. Page 105

Adopted September 29, 2006; amended October 17, 2007. Interpretations and Policies:.01 Policy Against Harassment (a) The Chicago Stock Exchange is committed to fostering and maintaining an environment that allows each person to contribute fully to the Exchange's success. For that reason, Participants, Participant Firm employees and guests, when on Exchange premises, must not engage in the following conduct: (1) Sexual harassment, or harassment based on race, age, national origin, gender, disability, religion, sexual orientation or any other basis prohibited by law; or (2) Retaliation against a person who makes a good faith complaint of harassment or who participates in an investigation arising from that complaint. Harassment or retaliation, in any form, is detrimental to the interest and welfare of the Exchange and will not be tolerated. (b) Harassment occurs when a person engages in unwelcome or offensive conduct that is based on, for example, another person's race or gender and that conduct interferes with a person's work or creates an intimidating, hostile or offensive work environment. Inappropriate conduct includes, but is not limited to: sexual innuendoes, suggestive comments or obscene gestures; racial comments or ethnic slurs; the display of sexually suggestive or pornographic images; and unwelcome sexual advances or physical touching. September 29, 2006; Amended May 22, 2014 (SR-CHX-2014-07). Rule 17. Customer Disclosures No Member may accept an order from a customer for execution in the Early, Late Trading or Late Crossing Sessions without disclosing to such customer that extended hours trading involves material trading risks, including the possibility of lower liquidity, high volatility, changing prices, unlinked markets, an exaggerated effect from news announcements, wider spreads and any other relevant risk. The absence of an updated underlying index value or intraday indicative value is an additional trading risk in extended hours for UTP Derivative Securities (as discussed in Article 22, Rule 6). The disclosures required pursuant to this Rule may take the following form or such other form as provides substantially similar information: (a) Risk of Lower Liquidity. Liquidity refers to the ability of market participants to buy and sell securities. Generally, the more orders that are available in a market, the greater the liquidity. Liquidity is important because with greater liquidity it is easier for investors to buy or sell Rules of the Chicago Stock Exchange, Inc. Page 106

securities, and as a result, investors are more likely to pay or receive a competitive price for securities purchased or sold. There may be lower liquidity in extended hours trading as compared to regular market hours. As a result, your order may only be partially executed, or not at all. (b) Risk of Higher Volatility. Volatility refers to the changes in price that securities undergo when trading. Generally, the higher the volatility of a security, the greater its price swings. There may be greater volatility in extended hours trading than in regular market hours. As a result, your order may only be partially executed, or not at all, or you may receive an inferior price in extended hours trading than you would during regular market hours. (c) Risk of Changing Prices. The prices of securities traded in extended hours trading may not reflect the prices either at the end of regular market hours, or upon the opening of the next morning. As a result, you may receive an inferior price in extended hours trading than you would during regular market hours. (d) Risk of Unlinked Markets. Depending on the extended hours trading system or the time of day, the prices displayed on a particular extended hours system may not reflect the prices in other concurrently operating extended hours trading systems dealing in the same securities. Accordingly, you may receive an inferior price in one extended hours trading system than you would in another extended hours trading system. (e) Risk of News Announcements. Normally, issuers make news announcements that may affect the price of their securities after regular market hours. Similarly, important financial information is frequently announced outside of regular market hours. In extended hours trading, these announcements may occur during trading, and if combined with lower liquidity and higher volatility, may cause an exaggerated and unsustainable effect on the price of a security. (f) Risk of Wider Spreads. The spread refers to the difference in price between what you can buy a security for and what you can sell it for. Lower liquidity and higher volatility in extended hours trading may result in wider than normal spreads for a particular security. (g) Risk of Lack of Calculation or Dissemination of Underlying Index Value or Intraday Indicative Value ( IIV ). For certain derivative securities products, an updated underlying index value or IIV may not be calculated or publicly disseminated in extended trading hours. Since the underlying index value and IIV are not calculated or widely disseminated during extended hours trading sessions, an investor who is unable to calculate implied values for certain derivative securities products in those sessions may be at a disadvantage to market professionals. September 1, 2009 Rules of the Chicago Stock Exchange, Inc. Page 107

ARTICLE 9. General Trading Rules Rule 1. Application Unless expressly stated otherwise, the provisions of Article 9 shall govern all trading activity conducted on the Exchange. For purposes of this Article 9, a Participant who issues an order or other obligation to trade from the Exchange to another market center shall be deemed to be initiating a purchase or a sale of a security on the Exchange. Adopted September 29, 2006; amended October 17, 2007. Rule 2. Just and Equitable Trade Principles No Participant, Participant Firm or partner, officer, director or registered employee of a Participant Firm shall engage in conduct or proceeding inconsistent with just and equitable principles of trade. The willful violation of any provision of the Exchange Act or any rule or regulation thereunder shall be considered conduct or proceeding inconsistent with just and equitable principles of trade. Adopted September 29, 2006. Interpretations and Policies:.01 Even if not willful, a pattern or practice of violations of the Exchange's rules and regulations may be considered conduct inconsistent with just and equitable principles of trade. Adopted September 29, 2006. Rule 3. Permitted Contra Parties No transaction in any security admitted to dealings on the Exchange shall be made on the Exchange except with a Participant. Adopted September 29, 2006; amended October 17, 2007. Rule 4. Securities Dealt In Only securities admitted to dealings on an "issued", "when issued," "when distributed" or "unlisted trading" basis shall be dealt in upon the Exchange. Adopted September 29, 2006. Rules of the Chicago Stock Exchange, Inc. Page 108

Rule 5. Transactions in Rights to Subscribe Except as otherwise designated by the Exchange, transactions in rights to subscribe shall be on the basis of one right accruing on each share of issued stock and the unit of trading in rights shall be 100 rights. Adopted September 29, 2006. Rule 6. Orders, "When Issued," "When Distributed" Orders in securities admitted to dealings on a "when issued" basis shall be made only "when issued", i.e., for delivery when issued as determined by the Exchange. Orders in securities admitted to dealings on a "when distributed" basis shall be made only "when distributed," i.e., for delivery when distributed as determined by the Exchange. Adopted September 29, 2006. Rule 7. Transactions "Ex-dividend" and "Ex-warrants" (a) "Ex-dividend." Transactions in stocks, except as provided below, shall be ex-dividend or exrights two full business days immediately preceding the date of record fixed by the corporation for the determination of stockholders entitled to receive such dividends or rights, except: (1) When such record date occurs upon a holiday or half-holiday, transactions in the stock shall be ex-dividend or ex-rights three full business days immediately preceding the record date; (2) "Cash" transactions shall be ex-dividend or ex-rights on the day following the record date; and (3) Notwithstanding the provisions above, the Committee on Exchange Procedure may direct that transactions shall be ex-dividend or ex-rights on a day other than that fixed by this Rule. (b) "Ex-warrants." Transactions in securities which have subscription warrants attached (except those made for "cash") shall be ex-warrants on the second full business day preceding the date of expiration of the warrants, except: (1) When the day of expiration occurs on a holiday or Sunday, said transactions shall be ex-warrants on the third full business day preceding said day of expiration; Rules of the Chicago Stock Exchange, Inc. Page 109

(2) Transactions for securities made for "cash" shall be ex-warrants on the business day following the date of expiration of the warrants; and (3) Notwithstanding the provisions above, the Committee on Exchange Procedure may direct otherwise in any specific case. Adopted September 29, 2006; Amended May 22, 2014 (SR-CHX-2014-07). Rule 8. Contracts Due on Certain Business Days On any business day that the banks, transfer agencies and depositories for securities in the State of Illinois are closed: Deliveries or Payments (a) Deliveries or payments ordinarily due on such a day (exclusive of cash contracts made on such a day) shall be due on the following business day. This does not, however apply to payment from customers under Regulation T or delivery of securities sold by customers under SEC Rule 15c-3; Day for Settlement (b) Such a day shall not be considered as a business day in determining the day for settlement of a contract, the day on which stock shall be quoted ex-dividend or ex-rights, or in computing interest on contracts and bonds or premiums on loans of securities; and Right to Market, Reclamation or Close (c) The right to mark to market, to make reclamation or to close contracts under the Rules (other than "cash" contracts made on such a day) shall not be exercised on such a day. Adopted September 29, 2006. Rule 9. Fictitious Transactions No Participant or partner, officer, director or registered employee of a Participant Firm shall make a fictitious transaction or give an order for the purchase or sale of securities, the execution of which would involve no change of ownership, or execute such order with knowledge of its character. Adopted September 29, 2006. Rule 10. Prearranged Trades Rules of the Chicago Stock Exchange, Inc. Page 110

An offer to sell coupled with an offer to buy back at the same or an advanced price, or the reverse, is a prearranged trade and is prohibited. This Rule applies both to transactions in the unit of trading and in lesser and greater amounts. Adopted September 29, 2006. Rule 11. Price Manipulation No Participant or partner, officer, director, registered employee or associated person of a Participant Firm shall, on or through the facilities of the Exchange, enter an order or orders for, or execute or cause to be executed, (a) the purchase or sale of any security at a higher price or successively higher prices or (b) the sale of any security at a lower price or successively lower prices for the purpose of creating or inducing a false, misleading, or artificial appearance of activity in such security, or for the purpose of unduly or improperly influencing the market price of such security, or for the purpose of making a price which does not reflect the true state of the market in such security. Adopted September 29, 2006; amended May 24, 2007. Rule 12. Manipulative Operations No Participant or any other person or organization subject to the jurisdiction of the Exchange shall directly or indirectly participate in or have any interest in the profit of a manipulative operation or knowingly manage or finance a manipulative operation. For the purpose of this paragraph, (A) any pool, syndicate or joint account, whether in corporate form or otherwise, organized or used intentionally for the purpose of unfairly influencing the market price of any security by means of options or otherwise and for the purpose of making a profit thereby shall be deemed to be a manipulative operation; (B) the soliciting of subscriptions to any such pool, syndicate or joint account or the accepting of discretionary orders from any such pool, syndicate or joint account shall be deemed to be managing a manipulative operation; and (C) the carrying on margin of either a "long" or a "short" position in securities for, or the advancing of credit through loans of money or of securities to, any such pool, syndicate or joint account shall be deemed to be financing a manipulative operation. Adopted September 29, 2006. Rule 13. Reporting Transactions (a) Transactions on the Exchange may occur only within the Exchange's Matching System. (b) Subject to Rule 14 regarding the reporting of riskless principal transactions, an Institutional Broker must promptly and accurately report, to the Exchange, every transaction it executes on the Exchange (and any cancellation thereof). Rules of the Chicago Stock Exchange, Inc. Page 111

Adopted September 29, 2006; amended January 4, 2011. Interpretations and Policies:.01 An Institutional Broker shall not be required to report any executions that occur within the Exchange's Matching System because the Exchange shall report those transactions to the appropriate consolidated transaction reporting system. Except as required by the record-keeping provisions of Article 11, Rules 3 & 4, Institutional Brokers shall not be required to report to the Exchange any executions that occur in other markets. Adopted September 29, 2006; amended March 1, 2012 (SR-CHX-2012-02). Rule 14. Reporting Riskless Principal Transactions A riskless principal transaction is a two-component transaction in which a Participant (-i-) after having received an order to buy a security that it holds for execution on the Exchange, contemporaneously purchases the security in another market as principal at the same price, exclusive of markups, commissions and other fees, and then sells the security at that price to satisfy all or a portion of the order to buy or (-ii-) after having received an order to sell a security that it holds for execution on the Exchange, contemporaneously sells the security in another market as principal at the same price, exclusive of markups, markdowns, commissions and other fees, and then buys the security at that price to satisfy all or a portion of the order to sell. (a) The initial component of the transaction shall be reported to the appropriate consolidated transaction reporting system in accordance with the rules and procedures of the market where the transaction occurred. Participants must report the second, "riskless principal," component of the transaction to the Exchange as with any other order, but the Exchange will not report that leg of the transaction to the respective consolidated tape. As applicable, the riskless principal component may be submitted to the Exchange for execution as either (1) a non-tape, clearing-only order with a "riskless principal" indicator if a clearing report is necessary to clear the transaction; or (2) a nontape, non-clearing order with a "riskless principal" indicator if a clearing report is not necessary to clear the transaction. (b) A Participant must have written policies and procedures to assure that its riskless principal transactions comply with this Rule. At a minimum, these policies and procedures must require that the customer order be received prior to the offsetting transactions, and that the offsetting riskless principal transaction be executed contemporaneously with the original transaction. A Participant must also have supervisory systems in place that produce records that enable the Participant and the Exchange to accurately and readily reconstruct, in a time-sequenced manner, all orders for which a Participant relies on the riskless principal exemption. Amended May 22, 2014 (SR-CHX-2014-07). Rules of the Chicago Stock Exchange, Inc. Page 112

Interpretations and Policies:.01 The second, riskless principal, component of this transaction is not required to yield to orders otherwise resident on the Exchange. Adopted September 29, 2006. Rule 15. Breaking Up Orders No Participant shall break customer orders into multiple smaller orders for the primary purpose of maximizing rebates or other payments to the Participant without regard for the customer's interest. Similarly, no Participant shall submit proprietary orders in small increments for the primary purpose of maximizing rebates or other payments to the Participant. Adopted September 29, 2006. Rule 16. Transactions for or with Unapproved Customers No Participant Firm shall make any transaction for the account of or with a customer unless, prior to or promptly after the completion thereof, a general partner or officer of the Participant Firm shall specifically approve the opening of such account, provided, however, that in the case of a branch office the opening of an account for a customer may be approved by the manager of such branch office, but the action of such branch office manager shall within a reasonable time be approved by a general partner or officer of the Participant Firm. The general partner or officer approving the opening of an account shall, prior to giving his approval, be informed as to the essential facts relative to the customer and shall indicate his approval in writing on any document which will become part of the permanent records of the firm or corporation. Adopted September 29, 2006. Rule 17. Prohibition Against Trading Ahead of Customer Orders (a) Except as provided herein, a Participant that accepts and holds an order in an equity security from its own customer or a customer of another broker-dealer without immediately executing the order is prohibited from trading that security on the same side of the market for its own account at a price that would satisfy the customer order, unless it immediately thereafter executes the customer order up to the size and at the same or better price at which it traded for its own account. (b) A Participant must have written procedures in place governing the execution and priority of all pending orders that is consistent with the requirements of this Rule and CHX Article 17, Rule 3(d). A Participant also must ensure that these procedures are consistently applied. Interpretations and Policies: Rules of the Chicago Stock Exchange, Inc. Page 113

.01 Large Orders and Institutional Account Exceptions. With respect to orders for customer accounts that meet the definition of an institutional account or for orders of 10,000 shares or more (unless such orders are less than $100,000 in value), a Participant is permitted to trade a security on the same side of the market for its own account at a price that would satisfy such customer order, provided that the Participant has provided clear and comprehensive written disclosure to such customer at account opening and annually thereafter that: (a) discloses that the Participant may trade proprietarily at prices that would satisfy the customer order, and (b) provides the customer with a meaningful opportunity to opt in to the Rule 17 protections with respect to all or any portion of its order. If the customer does not opt in to the Rule 17 protections with respect to all or any portion of its order, the Participant may reasonably conclude that such customer has consented to the Participant trading a security on the same side of the market for its own account at a price that would satisfy the customer s order. In lieu of providing written disclosure to customers at account opening and annually thereafter, a Participant may provide clear and comprehensive oral disclosure to and obtain consent from the customer on an order-by-order basis, provided that the Participant documents who provided such consent and such consent evidences the customer's understanding of the terms and conditions of the order..02 No-Knowledge Exception. With respect to NMS stocks, as defined in Rule 600 of SEC Regulation NMS, if a Participant implements and utilizes an effective system of internal controls, such as appropriate information barriers, that operate to prevent one trading unit from obtaining knowledge of customer orders held by a separate trading unit, those other trading units trading in a proprietary capacity may continue to trade at prices that would satisfy the customer orders held by the separate trading unit. A Participant that structures its order handling practices in NMS stocks to permit its proprietary and/or market-making desk to trade at prices that would satisfy customer orders held by a separate trading unit must disclose in writing to its customers, at account opening and annually thereafter, a description of the manner in which customer orders are handled by the Participant and the circumstances under which the Participant may trade proprietarily at its proprietary/marketmaking desk at prices that would satisfy the customer order..03 Riskless Principal Exception. The obligations under this Rule shall not apply to a Participant s proprietary trade if such proprietary trade is for the purposes of facilitating the execution, on a riskless principal basis, of Rules of the Chicago Stock Exchange, Inc. Page 114

another order from a customer (whether its own customer or the customer of another broker-dealer) (the facilitated order ), provided that the Participant: (a) submits a report, contemporaneously with the execution of the facilitated order, identifying the trade as riskless principal to CHX; and (b) has written policies and procedures to ensure that riskless principal transactions for which the Participant is relying upon this exception comply with applicable CHX rules. At a minimum these policies and procedures must require that the customer order was received prior to the offsetting principal transaction, and that the offsetting principal transaction is at the same price as the customer order exclusive of any markup or markdown, commission equivalent or other fee and is allocated to a riskless principal or customer account in a consistent manner and within 60 seconds of execution. Participants must have supervisory systems in place that produce records that enable the Participant and CHX to reconstruct accurately, readily, and in a time-sequenced manner all facilitated orders for which the Participant relies on this exception..04 ISO Exception. A Participant shall be exempt from the obligation to execute a customer order in a manner consistent with this Rule with regard to trading for its own account that is the result of an intermarket sweep order routed in compliance with Rule 600(b)(30)(ii) of SEC Regulation NMS ( ISO ) where the customer order is received after the Participant routed the ISO. Where a Participant routes an ISO to facilitate a customer order and that customer has consented to not receiving the better prices obtained by the ISO, the Participant also shall be exempt with respect to any trading for its own account that is the result of the ISO with respect to the consenting customer s order..05 Odd Lot and Bona Fide Error Transaction Exceptions. The obligations under this Rule shall not apply to a Participant s proprietary trade that is (1) to offset a customer order that is in an amount less than a normal unit of trading; or (2) to correct a bona fide error. Participants are required to demonstrate and document the basis upon which a transaction meets the bona fide error exception..06 Minimum Price Improvement Standards. The minimum amount of price improvement necessary for a Participant to execute an order on a proprietary basis when holding an unexecuted limit order in that same security, and not be required to execute the held limit order is as follows: (a) For customer limit orders priced greater than or equal to $1.00, the minimum amount of price improvement required is $0.01; Rules of the Chicago Stock Exchange, Inc. Page 115

(b) For customer limit orders priced greater than or equal to $0.01 and less than $1.00, the minimum amount of price improvement required is the lesser of $0.01 or one-half (1/2) of the current inside spread; (c) For customer limit orders priced less than $0.01 but greater than or equal to $0.001, the minimum amount of price improvement required is the lesser of $0.001 or one-half (1/2) of the current inside spread; (d) For customer limit orders priced less than $0.001 but greater than or equal to $0.0001, the minimum amount of price improvement required is the lesser of $0.0001 or one-half (1/2) of the current inside spread; (e) For customer limit orders priced less than $0.0001 but greater than or equal to $0.00001, the minimum amount of price improvement required is the lesser of $0.00001 or one-half (1/2) of the current inside spread; (f) For customer limit orders priced less than $0.00001, the minimum amount of price improvement required is the lesser of $0.000001 or one-half (1/2) of the current inside spread; and (g) For customer limit orders priced outside the best inside market, the minimum amount of price improvement required must either meet the requirements set forth above or the Participant must trade at a price at or inside the best inside market for the security. In addition, if the minimum price improvement standards above would trigger the protection of a pending customer limit order, any better-priced customer limit order(s) must also be protected under this Rule, even if those better-priced limit orders would not be directly triggered under the minimum price improvement standards above..07 Order Handling Procedures. A Participant must make every effort to execute a marketable customer order that it receives fully and promptly. A Participant that is holding a customer order that is marketable and has not been immediately executed must make every effort to cross such order with any other order received by the Participant on the other side of the market up to the size of such order at a price that is no less than the best bid and no greater than the best offer at the time that the subsequent order is received by the Participant and that is consistent with the terms of the orders. In the event that a Participant is holding multiple orders on both sides of the market that have not been executed, the Participant must make every effort to cross or otherwise execute such orders in a manner that is reasonable and consistent with the objectives of this Rule and with the terms of the orders. A Participant can satisfy the crossing requirement by contemporaneously buying from the seller and selling to the buyer at the same price..08 Trading Outside Normal Market Hours. Rules of the Chicago Stock Exchange, Inc. Page 116

Participants generally may limit the life of a customer order to the period of normal market hours of 8:30 a.m. to 3:00 p.m. Central Standard Time. However, if the customer and Participant agree to the processing of the customer s order outside normal market hours, the protections of this Rule shall apply to that customer s order(s) at all times the customer order is executable by the Participant..09 Definition(s). For purposes of this rule: The term institutional account shall mean the account of: (a) a bank, savings and loan association, insurance company, or registered investment company; (b) an investment adviser registered either with the Securities and Exchange Commission under Section 203 of the Investment Advisers Act of 1940 or with a state securities commission (or any agency or office performing like functions); or (c) any other entity (whether a natural person, corporation, partnership, trust, or otherwise) with total assets of at least $50 million. Adopted September 29, 2006; amended October 17, 2007; amended May 6, 2011 (effective September 12, 2011); May 22, 2014 (SR-CHX-2014-07). Rule 18. Taking or Supplying Securities to Fill Customer's Order No Participant who has accepted an order for the purchase of securities shall fill such order by selling such securities for any account in which the Participant or any partner, officer or director thereof has a direct or indirect interest, or having so accepted an order for the sale of securities, shall fill such order by buying such securities for such an account, except as follows: (a) Failure to execute order. A Participant who neglects to execute an order may be compelled to take for or supply from its account the securities named in the order; (b) Taking or supplying securities. A Participant, acting for another Participant, may take or supply the securities named in the order provided the price is justified by the condition of the market and provided that the Participant that gave the order shall directly, or through a broker authorized to act for him or her, after prompt notification, accept the trade; (c) A Participant, acting as a broker, is permitted to report to its principal a transaction as made with itself when it has offsetting orders from two principals to buy and to sell and not to give up; (d) A Participant may purchase or sell for its principal account, such securities named in its customer's order provided that: (1) the price is consistent with the market; and (2) full disclosure Rules of the Chicago Stock Exchange, Inc. Page 117

to the customer is made on the confirmation of the transaction in a manner that defines the Participant's interest. Adopted September 29, 2006; Amended May 22, 2014 (SR-CHX-2014-07). Rule 19. Excessive Purchases or Sales Personal Interest No Participant, or any partner, officer, director or registered employee in a Participant Firm, shall effect on the Exchange purchases or sales for any account in which he or it is directly or indirectly interested, if such purchases or sales are excessive in view of his or its financial resources, or in view of the market for such security. Adopted September 29, 2006. Rule 20. Joint Accounts No Participant or partner, officer, director or registered employee `of a Participant Firm, shall, directly or indirectly, hold any interest or participation in any joint account for buying or selling any security on the Exchange unless such joint account is reported to and not disapproved by the Exchange. Such reports in form required by the Exchange shall be filed with the Exchange before any transaction is completed on the Exchange for such joint account. The Exchange shall require weekly reports in form prescribed by the Exchange to be filed with it with respect to every substantial joint account for buying or selling any specific security on the Exchange, and with respect to every joint account which actively trades in any security on the Exchange (a) in which any Participant or partner, officer, director or registered employee of a Participant Firm holds any interest or participation; or (b) of which such Participant or partner, officer, or director or registered employee of a Participant Firm has knowledge by reason of transactions executed by or through such Participant or partner, officer, director or registered employee of a Participant Firm. Adopted September 29, 2006. Rule 21. Discretion of Employees Prohibited No Participant shall permit any person employed by such Participant or by any other Participant to exercise discretion in the handling of a transaction for a customer of such Participant and no Participant or partner, officer or director of a Participant Firm, shall delegate to any such employee any discretionary power vested by a customer in such Participant, partner, officer or director, unless prior written authorization of the customer has been received and, if such discretionary authority runs, directly or by re-delegation, to any employee of another Participant, the carrying firm or corporation must obtain the prior written consent of the employer of the individual authorized to exercise discretion. A general partner of the carrying firm or an officer of the carrying Rules of the Chicago Stock Exchange, Inc. Page 118

corporation shall approve and initial each discretionary order entered by an employee of such firm or corporation or of another Participant on the day the order is entered. The provisions of this rule shall not apply to discretion as to the price at which or the time when an order given by a customer for the purchase or sale of a definite amount of a specified security shall be executed. Adopted September 29, 2006. Rule 22. Dealing in Stocks on Put, Call, Straddle or Option No Participant or partner, officer or director in a Participant firm shall initiate the purchase or sale on the Exchange for his own account or for any account in which he, his Participant Firm or any partner, officer or director thereof is, directly or indirectly, interested, of any security in which he holds or has granted any put, call, straddle or option, or in which he has knowledge that his Participant firm or any partner, officer or director thereof, holds or has granted any put, call, straddle or option; provided, however, that the preceding prohibition shall not be applicable in respect of any option issued by the Options Clearing Corporation that was acquired or granted in a publicly reported transaction. Each person able to initiate the purchase or sale of any stock on the Exchange shall report to the Exchange, in such form and at such times as the Exchange requires, all options that he holds or has granted, or that his Participant Firm or any partner, officer or director thereof, holds or has granted. Adopted September 29, 2006. Rule 23. Short Sales (a) No Participant shall effect a sell order or sale of any security unless such sell order or sale is effected in compliance with Regulation SHO promulgated under the Exchange Act. (b) In the event that a Market Maker has a position (long or short) in a security of a company, and such position is greater than or equal to 5% of the outstanding public float of that security, as determined by the company's most recent report on Form 10-K, then such Market Maker shall give the Exchange immediate written notice of such fact. Adopted September 29, 2006. Amended December 20, 2007; March 30, 2016 (SR-CHX-2016-04). Rule 24. Transactions Off the Exchange (a) No rule, stated policy or practice of this exchange shall prohibit or condition, or be construed to prohibit, condition or otherwise limit, directly or indirectly, the ability of any Participant to effect any transaction otherwise than on this exchange in any reported security listed and registered on this exchange or as to which unlisted trading privileges on this exchange have been extended which is not a covered security. Rules of the Chicago Stock Exchange, Inc. Page 119

(b) For purposes of this rule, (1) The term "exchange" shall mean a national securities exchange registered as such with the Securities and Exchange Commission pursuant to Section 6 of the Act. (2) The term "covered security" shall mean (A) any equity security or class of equity securities which (A) was listed and registered on an exchange on April 26, 1979, and (B) remains listed and registered on at least one exchange continuously thereafter; (B) any equity security or class of equity securities which (A) was traded on one or more exchanges on April 26, 1979, pursuant to unlisted trading privileges permitted by section 12(f)(1)(A) of the Act, and (B) remains traded on any such exchange pursuant to such unlisted trading privileges continuously thereafter; and (C) any equity security or class of equity securities which (i) is issued in connection with a statutory merger, consolidation or similar plan or reorganization (including a reincorporation or change of domicile) in exchange for an equity security or class of equity securities described in paragraphs (b)(2)(i) or (b)(2)(ii) of this rule, (ii) is listed and registered on an exchange after April 26, 1979, and (iii) remains listed and registered on at least one exchange continuously thereafter. (3) The term "reported security" shall mean any security or class of securities for which transaction reports are collected, processed and made available pursuant to an effective transaction reporting plan. (4) The term "transaction report" shall mean a report containing the price and volume associated with a completed transaction involving the purchase or sale of a security. (5) The term "effective transaction reporting plan" shall mean any plan approved by the Commission pursuant to Rule 601 of Regulation NMS for collecting, processing and making available transaction reports with respect to transactions in an equity security or class of equity securities. Adopted September 29, 2006; Amended May 22, 2014 (SR-CHX-2014-07). Rules of the Chicago Stock Exchange, Inc. Page 120

ARTICLE 10. Margins Rule 1. Meeting Margin Calls by Liquidation Prohibited No Participant Firm shall permit a customer to make a practice of effecting transactions requiring initial or additional margin or full cash payment and then furnishing such margin or making such full cash payment by liquidation of the same or other commitments, except that the provisions of this Rule shall not apply to any account maintained for another broker or dealer in which are carried only the commitments of customers of such other broker or dealer, exclusive of the partners, stockholders, officers and directors of such other broker or dealer, provided such other broker or dealer (a) is a Participant Firm of the Exchange, or (b) has agreed in good faith with the Participant Firm carrying the account that he will maintain a record equivalent to that referred to hereinafter in this Article, or (c) is not subject to the regulations of the Board of Directors of the Federal Reserve System. Amended February 9, 2005; May 22, 2014 (SR-CHX-2014-07). Rule 2. Record of Margin Calls and Receipt of Margin Each Participant Firm carrying margin accounts for customers shall make each day a record of every case in which, pursuant to the Rules of the Exchange or regulations of the Board of Directors of the Federal Reserve System, initial margin must be obtained in a customer's account because of the transactions effected in such account on such day. Such record shall be preserved for at least 3 years and shall show for each account the amount of margin so required and the time and manner in which such margin is furnished or obtained. Such record shall be in a form approved by the Exchange and shall contain such additional information as the Exchange may from time to time prescribe. The Exchange may exempt any Participant Firm who is a Participant Firm of another national securities exchange having a comparable rule with which such Participant Firm complies. Amended Nov. 12, 1980; February 9, 2005. Rule 3. Initial Margin Rule (a) For the purpose of affecting new securities transactions and commitments, the margin required shall be at least the greater of the amount specified in the regulations of the Board of Directors of the Federal Reserve System or an amount equivalent to the requirements of paragraph (b) of this Rule, or such greater amount as the Exchange may from time-to-time require for specific securities, with a minimum equity in the account of at least $2,000 except that cash need not be deposited in excess of the cost of any security purchased. The foregoing minimum equity and cost of purchase provisions shall not apply to "when distributed" securities in cash accounts and the exercise of rights to subscribe. Rules of the Chicago Stock Exchange, Inc. Page 121

For the purpose of this Rule, the term customer shall include any person or entity for whom securities are purchased or sold or to whom securities are sold or from whom securities are purchased whether on a regular way, when issued, delayed, or future delivery basis. It will also include any person or entity for whom securities are held or carried. The term will not include a broker or dealer from whom a security has been purchased or to whom a security has been sold for the account of the Participant Firm or its customers. Withdrawals of cash or securities may be made from any account which has a debit balance, "short" position, or commitments, provided that after such withdrawal the equity in the account is at least the greater of $2,000 or the amount required by the maintenance requirement of this Rule. Maintenance Margin Rule (b) The margin which must be maintained in margin accounts of customers, whether Participants, Participant Firms or non-participants, shall be as follows: (1) 25% of the market value of all securities "long" in the account; plus (2) $2.50 per share or 100% of the market value in cash, whichever amount is greater, of each stock "short" in the account selling at less than $5.00 per share; plus (3) $5.00 per share or 30% of the market value, in cash, whichever amount is greater, of each stock "short" in the account selling at $5.00 per share or above; plus (4) 5% of the principal amount of 30% of the market value, in cash, whichever is greater, of each bond "short" in the account. Exceptions to Rule (c) The foregoing requirements of this Rule are subject to the following exceptions: (1) "Long" and "Short" Positions in Exchangeable or Convertible Securities. When a security in a "long" position is exchangeable or convertible within a reasonable time, without restriction other than the payment of money, into a security carried in a "short" position for the same customer, the minimum margin on such positions shall be 10% of the market value of the "long" securities. In determining such margin requirement "short" positions shall be marked to the market. (2) Exempted Securities (A) Positions in United States Government Obligations. The minimum margin on any positions in obligations issued or unconditionally guaranteed as to principal or interest by the United States Government shall be 5% of the principal amount of such obligations, unless the Exchange, upon written application to the Department of Participant Firms, grants a lower requirement in the case of a particular issue. Rules of the Chicago Stock Exchange, Inc. Page 122

(B) Positions in "Exempt Securities" other than Obligations of the United States Government The minimum margin on any positions in such obligations shall be 15% of the principal amount of such obligations or 25% of the market value, whichever amount is lower, unless the Exchange, upon written application to the Department of Member Firms, grants a lower requirement in the case of a particular issue. (The term "exempted securities" has the meaning given it in section 2(g) of Regulation T of the Board of Directors of the Federal Reserve System.) (C) Cash Transactions with Customer Special Provisions When a customer purchases an issued "exempted" security from or through a Participant Firm, in a cash account, full payment shall be made promptly. If, however, delivery or payment therefore is not made promptly after the trade date, a deposit shall be required as if it were a margin transaction, unless it is a transaction with a bank, trust company, insurance company, investment trust or charitable or nonprofit educational institution. In connection with any net position resulting from any transaction in issued "exempted" securities made for a Participant Firm, or a non-participant broker/dealer, or made for or with a bank, trust company, insurance company, investment trust or charitable or nonprofit educational institution, no margin need be required and such net position need not be marked to market. However, where such net position is not marked to the market, an amount equal to the loss at the market in such position shall be considered as cash required to provide margin in the computation of the Net Capital of the Participant Firm organization under the Exchange's Capital Requirements. (3) Joint Accounts in which the Carrying Organization or a Partner or Stockholder Therein has an Interest In the case of a joint account carried by a Participant Firm, in which such firm, or any partner or any stockholder (other than a holder of freely transferable stock only) of such Participant Firm participates with others, the interest of each participant other than the carrying Participant Firm shall be margined by each such participant pursuant to the provisions of the Rule as if such interest were in a separate account. The Exchange will consider requests for exemption from the provisions of this paragraph, provided The Exchange will consider requests for exemption from the provisions of this paragraph, provided (A) the account is confined exclusively to transactions and positions in exempted securities, as defined in Section 2(g) of Regulation T of the Board of Directors of the Federal Reserve System; or (B) the account is maintained as a Special Miscellaneous Account conforming to the conditions of Section 4(f)(4) of Regulation T of the Board of Directors of the Rules of the Chicago Stock Exchange, Inc. Page 123

Federal Reserve System; or in the case of an account conforming to the conditions described in clause (C), the application should also include the following information as of the date of the request: (i) Complete description of the security; (ii) Cost price, offering price and principal amount of obligations which have been purchased or may be required to be purchased; (iii) Date on which the security is to be purchased or on which there will be a contingent commitment to purchase the security; (iv) Approximate aggregate indebtedness; (v) Approximate net capital and (vi) Approximate total market value of all readily marketable securities (a) exempted, and (b) nonexempted, held in organization accounts, partners' capital accounts, partners' individual accounts covered by approved agreements providing for their inclusion as partnership property, accounts covered by subordination agreements approved by the Exchange and customers' accounts in deficit. (C) the account is maintained as a Special Miscellaneous Account conforming to the conditions of Section 4(f)(5) of Regulation T of the Board of Directors of the Federal Reserve System and is confined exclusively to transactions and positions in (i) serial equipment trust certificates, or (ii) interest-bearing obligations which are the subject of a primary distribution and which are covered by the first four ratings of any nationally known statistical service and each other participant margins his share of such account on such basis as the Exchange may prescribe. Requests for exemption from the provisions of this section should be submitted in writing to the Department of Participant Firms and, in addition to indicating the names and interests of the respective participants in the joint account, should contain a statement that the conditions in Paragraphs (A), (B), (C) (i) or (C)(ii) actually obtain. (4) Offsetting "Long" and "Short" Positions in the Same Security No margin shall be required on either position if delivery has been made by the use of the "long" securities. Otherwise the minimum margin shall be 10% of the market value of the "long" securities. In determining such margin requirement "short" positions shall be marked to the market. (5) International Arbitrage Accounts International arbitrage accounts for non-participant foreign correspondents who are registered with and approved by the Exchange shall not be subject to this Rule. In computing, under the Exchange's Capital Requirements, the Net Rules of the Chicago Stock Exchange, Inc. Page 124

Capital of any Participant Firm carrying such an account which is not margined in accordance with the maintenance requirements hereof, the Exchange will consider as a debit item any difference between the minimum amount of margin computed in accordance with those requirements and the margin in such account. (6) Joint Back Office Participant Accounts A clearing Participant may carry and clear the accounts of joint back office ("JBO") participants upon a margin basis which is satisfactory to both parties, provided the requirements of Regulation T Section 220.7 (or any successor thereto) and Article 7, Rule 3A are adhered to. (d) (1) Determination of Value for Margin Purposes Active securities dealt in on a recognized exchange shall, for margin purposes, be valued at current market prices. Other securities shall be valued conservatively in the light of current market prices and the amount which might be realized upon liquidation. Substantial additional margin must be required in all cases where the securities carried are subject to unusually rapid or violent changes in value, or do not have an active market on a recognized exchange, or where the amount carried is such that it cannot be liquidated promptly. (2) "When Issued" and "When Distributed" Securities. (A) Margin Accounts The minimum amount of margin on any transaction or net position in each "when issued" security shall be the same as if such security were issued. Each position in a "when issued" security shall be margined separately and any unrealized profit shall be of value only in providing the amount of margin on that particular position. When an account has a "short" position in a "when issued" security and there are held in the account securities in respect of which the "when issued" security may be issued, such "short" position shall be marked to the market and the balance in the account shall for the purpose of this Rule be adjusted for any unrealized loss in such "short" position. (B) Cash Accounts In connection with any transaction or net position resulting from contracts for a "when issued" security in an account other than that of a Participant Firm, non- Participant broker or dealer, bank, trust company, insurance company, investment trust, or charitable or nonprofit educational institution, deposits shall be required equal to the margin required were such transaction or position in a margin account. Rules of the Chicago Stock Exchange, Inc. Page 125

In connection with any net position resulting from contracts for a "when issued" security made for or with a non-participant broker or dealer, no margin need be required, but such net position must be marked to the market. In connection with any net position resulting from contracts for "when issued" security made for a Participant Firm or for or with a bank, trust company, insurance company, investment trust, or charitable or non-profit educational institution, not be marked to the market. However, where such net position is not marked to the market, an amount equal to the loss at the market in such position shall be considered as cash required to provide margin in the computation of the Net Capital of the Participant Firm under the Exchange's Capital Requirements. The provisions of this sub-paragraph shall not apply to any position resulting from contracts on a "when issued" basis in a security (i) which is the subject of a primary distribution in connection with a bona fide offering by the issuer to the general public for "cash," or (ii) which is exempt by the Exchange as involving a primary distribution. The term "when issued" as used herein also means "when distributed." (3) Transactions and positions in "conditional rights to subscribe". For the purposes of the initial and maintenance margin requirements of this Rule, no value shall be given to any "long" position in "conditional rights to subscribe," until such time as the conditions relating to the effectiveness of the rights to subscribe are met. The proceeds of sales of "conditional rights to subscribe" in margin accounts may not be given consideration in computing the margin required by the Rule, nor may the proceeds of the sale be withdrawn, until the conditions relating to the effectiveness of the rights to subscribe are met. (Note: A subsequent withdrawal may be made only if the withdrawal is permissible at the time of the withdrawal.) The proceeds of sales of "conditional rights to subscribe" in cash accounts may not be withdrawn, or given consideration for other transactions, until the conditions relating to the effectiveness of the rights to subscribe are met. A Participant Firm organization shall obtain from a customer additional funds or collateral to "mark to the market" any loss resulting from a sale of "conditional rights to subscribe" when the securities, on which the "conditional rights to subscribe" accrue, are not registered in the name of the organization carrying the account, or its nominee, and the "conditional rights to subscribe" are not in the organization's possession. Funds or securities deposited as "marks to market" are not to be considered when determining the status of a customer's margin or cash account from the standpoint of this Rule. (4) Guaranteed Accounts. Any account guaranteed by another account may be consolidated with such other account and the required margin may be determined on the Rules of the Chicago Stock Exchange, Inc. Page 126

net position of both accounts, provided the guarantee is in writing and permits the organization carrying the account, without restriction, to use the money and securities in the guaranteeing account to carry the guaranteed account or to pay any deficit therein; and provided further that such guaranteeing account is not owned directly or indirectly by (A) a partner, or any stockholder (other than a holder of freely transferable stock only) in the organization carrying such account or (B) a organization, a partner, or any stockholder (other than a holder of freely transferable stock only) therein having a definite arrangement for participating in the commissions earned on the guaranteed account. However, the guarantee of a limited partner or of a holder of nonvoting stock, if based upon his resources other than his capital contribution to or other than his interest in an organization, is not affected by the foregoing prohibition, and such a guarantee may be taken into consideration in computing margin in the guaranteed account. (5) Consolidation of Accounts. When two or more accounts are carried for any person or entity, the required margin may be determined on the net position of said accounts, provided the customer has consented that the money and securities in each of such accounts may be used to carry, or pay any deficit in, all such accounts. (6) Time Within Which Margin, Deposit or "Mark to Market" Must be Obtained. The amount of margin, deposit or "mark to market" required by any provision of this Rule shall be obtained as promptly as possible and in any event within a reasonable time. (7) Practice of Meeting Margin Calls by Liquidation Prohibited. No Participant Firm shall permit a customer to make a practice of effecting transactions requiring margin and then either deferring the furnishing of margin beyond the time when such transactions would ordinarily be settled or cleared, or meeting such demand for margin by the liquidation of the same or other commitments in his account. (8) Special Initial Margin Requirements. Unless the Exchange otherwise determines, either generally or in particular instances If in any week, a 100 share unit common stock listed on a national securities exchange has a round lot reported volume on any one such national securities exchange of more than 200,000 shares and a price variation of more than 10%, after the beginning of the next calendar week the initial margin which must be in the account before any new order is accepted in that security shall be as follows: 50% if weekly volume in that security was 20 times the average weekly volume for the preceding calendar year, or more than 15% of total shares outstanding, 75% if the weekly volume in that security was 40 times the average weekly volume for the preceding calendar year, or more than 25% of total shares outstanding, 100% if the weekly volume in that security was 100 times the average weekly volume for the preceding calendar year, or more than 35% of total shares outstanding. Thereafter, if the weekly volume in that security drops below these standards for three consecutive weeks, the special margin requirement shall at the beginning of the next calendar week be removed or reduced to such lower requirements as then indicated. Rules of the Chicago Stock Exchange, Inc. Page 127

This requirement shall apply only to customers whose trading shows a pattern of purchasing and selling the same listed stock on the same day. However, the Exchange may, in the event a security is deemed volatile, either at the time of establishing the special initial margin or subsequent thereto, require the special initial margin of up to 100% to be deposited in all margin accounts on new transactions within five days of the trade date. "Weekly volume" is the sum of round lot reported trades from Friday's opening to Thursday's close, less blocks exceeding 100,000 shares or 10% of shares outstanding, whichever is smaller. In weeks of less than five business days, average daily volume will be projected to a five day basis. Average volume for the preceding year will be the reported annual round lot volume divided by 52 and adjusted for splits. Price variation is the percentage change between the Thursday closing prices of the preceding and current weeks. In the case of foreign issues, "total shares outstanding" for purposes of this Rule will be holdings in the U. S. evidenced either by American shares or American depository receipts. In the case of new company admissions to dealings as well as mergers, combinations, etc. or new incorporations or presently listed companies where either the previous year trading volume is unrepresentative of the new company or no previous trading volume is available, the special margin requirements shall be as determined by the Exchange. For customers who s trading shows a pattern of purchasing and selling the same listed security on the same day, the margin required to be in a margin account within five days following a day trade in any listed security shall be that amount prescribed by the Exchange. (9) (A) Free Riding in Cash Accounts Prohibited. No Participant shall permit a customer (other than a broker/dealer or bank, trust company, insurance company, investment trust, or charitable or non-profit educational institution) to make a practice, directly or indirectly, of effecting transactions in a cash account where the cost of securities purchased is met by the sale of the same securities. No Participant Firm shall permit such a customer to make a practice of selling securities which were purchased in a cash account at another Participant Firm and are not yet paid for. A customer shall not be deemed to be continuing this practice if for a period of 90 days (or less with the approval of the Exchange) no such transactions have taken place. A Participant Firm transferring an account which is under restraint to another Participant Firm shall inform the receiving Participant Firm of the restraint. (B) Unless funds sufficient for the purpose are already in the account, no security other than an exempted security shall be purchased for, or sold to, any customer in a special cash account with the creditor if any security other than an exempted security has been purchased by such customer in such an account during the preceding 90 days, and then, for any reason whatever, without having been previously paid for in full by the customer, the security has been sold in the account Rules of the Chicago Stock Exchange, Inc. Page 128

or delivered out to any broker or dealer. A Participant Firm transferring an account which is under restraint to another Participant Firm shall inform the receiving Participant Firm of the restraint. Amended Feb. 2, 1977; Nov. 28, 1980; Feb. 24, 2000; July 17, 2002; February 9, 2005; September 29, 2006, April 14, 2010 (SR-CHX-2010-07); May 22, 2014 (SR-CHX-2014-07). Interpretations and Policies:.01 Under the provisions of Regulation T Section 220.7 a clearing broker may extend good faith financing to an owner of the clearing broker under certain conditions. Such financing is typically provided under what is termed a joint back office arrangement. Adopted Feb. 24, 2000. Rules of the Chicago Stock Exchange, Inc. Page 129

ARTICLE 11. Participant Books and Records Rule 1. Furnishing of Records Each Participant shall furnish to the Exchange, upon request and in a time and manner required by the Exchange, current copies of any financial information filed with the Commission, as well as any records, files, or financial information pertaining to the financial condition of the Participant or to transactions executed on or through the Exchange. Further, the Exchange shall be allowed access, at any time, to the books and records of the Participant in order to obtain or verify information related to transactions executed on or through the Exchange or activities relating to the Exchange. Adopted September 29, 2006. Rule 2. Maintenance of Books and Records Each Participant shall make and preserve books, accounts, records, memoranda, and correspondence in conformity with all applicable laws, rules, regulations, and statements of policy promulgated thereunder and with the Rules of this Exchange and as prescribed by SEC Rule 17a- 3. The record keeping format, medium, and retention period shall comply with Rule 17a-4 under the Securities Exchange Act of 1934. Adopted September 29, 2006. Rule 3. Records of Orders and Executions (a) Every Participant shall preserve for at least three years (or any longer period of time required by Exchange Act Rule 17a-4) a record, meeting the criteria set out in paragraph (b) below, of: (1) every order originating with the Participant that is given to (or received from) another Participant for execution and any execution of that order, and (2) every order issued by the Participant to any other market or trading venue and any execution of that order; and (3) every order originating off the Exchange, transmitted by any person, whether or not that person is a Participant, to such Participant and any execution of that order; provided, however, that the Exchange may, upon application, grant exemption from the provisions of this Rule. (b) Subject to the exceptions set out in Interpretations.01,.03,.04 and.06 below, each Participant must record, in such electronic system(s) as the Exchange shall designate, the following details about each order and execution identified in (a)(1) through (3) above: Rules of the Chicago Stock Exchange, Inc. Page 130

(1) Symbol; (2) Clearing Participant; (3) Order identifier that uniquely identifies the order; (4) Identification of Participant recording the order details; (5) Number of shares or quantity of security; (6) Side of market; (7) Designation of order type (e.g., market, limit, stop, stop limit); (8) Whether the order is an agency order or for a Participant's proprietary account; (9) Whether the order is short; (10) Whether the order is a bona fide arbitrage order; (11) Any limit price and/or stop price; (12) Date and time of order receipt or transmission (as applicable); (13) The market or Participant to which the order was transmitted or from which the order was received (if applicable); (14) Time in force; (15) Designation as held or not held; (16) Any special conditions or instructions (including any customer do-not-display or display instructions and any all-or-none condition); (17) Any modifications to the details set out in (1)-(16) above and (19) below, for all or part of the order, or any cancellation of all or part of the order; (18) Date and time of receipt or transmission of any modifications to the order or any cancellation of the order; (19) Date and time of any order expiration; (20) Identification of the party cancelling or modifying the order; Rules of the Chicago Stock Exchange, Inc. Page 131

(21) Transaction price (if applicable); (22) Number of shares executed (if applicable); (23) Date and time of execution (if applicable); (24) Contra party to the execution (if applicable); (25) Settlement instructions (if applicable); (26) System-generated time(s) of recording required information; and (27) Such other information as the Exchange may from time to time require. (c) Participants must record the information required by (b) above immediately after such information is received or becomes available. (d) Before any such order is executed, including the case where an order is to be executed by the issuance from the Exchange of a commitment or obligation to trade through ITS or any other market linkage, there shall be recorded the name or designation of the account for which such order is to be executed. No change to the name or designation of the account for which an order is to be executed shall be made unless the change has been authorized by the Participant or by a partner or officer of the Participant Firm, who shall, prior to giving his approval of such change, be personally informed of the essential facts relative thereto and shall indicate his approval of such change in writing on the order. (e) These rule provisions shall apply to all Participants acting as Institutional Brokers and Market Makers and registered with the Exchange pursuant to Article 17 or 16, respectively, and any other Participant for which the Exchange is the Designated Examining Authority. Other Participants shall be required to maintain the information set out above, to the extent that this information is required by the rules of the other self-regulatory organizations of which they are members. Interpretations and Policies:.01 For purposes of this rule, an order shall be any written, oral or electronic instruction to effect a transaction. A decision by a Participant to buy or sell securities for his or her own account on the Exchange shall not constitute an order for which a record must be made under this rule..02 Each required record of the time of an event shall be expressed in terms of hours, minutes and seconds..03 These rules shall not apply to orders sent or received through the Exchange's matching system or through any other electronic systems that the Exchange expressly recognizes as providing the required information in a format acceptable to the Exchange. The Exchange will not recognize a non-exchange system as providing information in an acceptable format unless that Rules of the Chicago Stock Exchange, Inc. Page 132

system has synchronized its business clocks for recording data with reference to a time source designated by the Exchange and maintains that synchronization in conformity with procedures prescribed by the Exchange..04 Any orders which the Exchange has expressly recognized as incompatible for entry in an Exchange system relied on by a Participant to record the details of the order in compliance with this Rule shall be exempt from the order entry requirements of paragraph (b) above; provided, however, that Participants shall retain a written record of those orders which includes as much of the information set out in paragraph (b) as is possible, but no less than the name and the amount of the security, the terms of the order, the time when such order was so given or transmitted, the date and time of any modifications or cancellations of the order, the date and time of execution and the execution price..05 With respect to a bona fide arbitrage order, a Participant may execute such order before entering the order into an electronic system as required by paragraph (b) above, but such Participant must enter such order into such electronic system no later than 60 seconds after the execution of such order. With respect to an order to offset a transaction made in error, a Participant may, upon discovering such error within the same trading session, effect an offsetting transaction without first entering such order into an electronic system, but such Participant must enter such order into such electronic system no later than 60 seconds after the execution of such order..06 A Participant who receives orders to buy and sell the same security and executes those orders immediately upon receipt shall record only the information set out in (b)(1), (2), (4), (5), (9) and (21) through (27) above..07 Failure to comply with the provisions of this Rule may be considered conduct inconsistent with just and equitable principles of trade, in violation of Article 9, Rule 2..08 The provisions of this Rule do not replace any record retention obligations to which the Exchange's Participants may be subject under the Exchange Act and the rules thereunder. Adopted September 29, 2006. Amended December 20, 2007; Oct. 27, 2011 (SR-CHX-2011-29); March 30, 2016 (SR-CHX-2016-04). Rule 4. Participant Communications No Participant shall establish or maintain any telephone or other communication between his or its office and the Exchange, without prior approval by the Exchange. The Exchange may direct discontinuance of any communication facility terminating on the Exchange. It may deprive any Participant of the privilege of using any public telephone or means of communications installed by the Exchange for the use of Participants. Adopted September 29, 2006 Interpretations and Policies: Rules of the Chicago Stock Exchange, Inc. Page 133

.01 No Participant shall use any electronic means of communication for sending orders from the Exchange to trade in another market or trading venue (a "layoff service"), until the Participant, or the provider of the layoff service, has established a process for providing the Exchange for such orders, on a real-time basis and in an electronic format acceptable to the Exchange, the following information: (a) Symbol; (b) Clearing Participant; (c) Order identifier that uniquely identifies the order; (d) Identification of Participant recording the order details; (e) Number of shares or quantity of security; (f) Side of market; (g) Designation of order type (e.g., market, limit, stop, stop limit); (h) Whether the order is for the account of a customer or for the account of the Participant sending the order (i) Whether the order is short; (j) Any limit price and/or stop price; (k) Date and time of order receipt or transmission (as applicable); (l) The market or Participant to which the order was transmitted or from which the order was received; (m) Time in force; (n) Designation as held or not held; (o) Any special conditions or instructions (including any customer do-not-display instructions and any all-or-none condition); (p) Any modifications to the details set out in (1)- (15) above, for all or part of an order, or any cancellation of all or part of the order; (q) Date and time of transmission of any modifications to the order or any cancellation of the order; Rules of the Chicago Stock Exchange, Inc. Page 134

(r) Identification of the party cancelling or modifying the order; (s) Date and time of any order expiration; (t) Transaction price (if applicable); (u) Number of shares executed (if applicable); (v) Date and time of execution (if applicable); (w) Contra party to the execution (if applicable); (x) Settlement instructions (if applicable); (y) System-generated time of recording required information; and (z) Such other information as the Exchange may from time to time require..02 Each Participant or layoff service provider shall synchronize its business clocks that are used for purposes of recording the date and time of any event that must be recorded pursuant to this provision with reference to a time source as designated by the Exchange, and shall maintain the synchronization of such business clocks in conformity with such procedures as are prescribed by the Exchange..03 For purposes of this rule, an order shall be any written, oral or electronic instruction to effect a transaction. Each required record of the time of an event shall be expressed in terms of hours, minutes and seconds..04 Failure to comply with the provisions of this rule may be considered conduct inconsistent with just and equitable principles of trade, in violation of Article 9, Rule 2..05 No Participant shall use an alternative or additional layoff vendor until it has notified the Exchange of the change..06 The provisions of this Rule do not replace any record retention obligations to which the Exchange's Participants may be subject under the Exchange Act and the rules thereunder. Adopted September 29, 2006. Amended December 20, 2007; May 22, 2014 (SR-CHX-2014-07). Rules of the Chicago Stock Exchange, Inc. Page 135

ARTICLE 12. Disciplinary Matters and Trial Proceedings Rule 1. Investigation and Charges Investigation and Written Report of Investigation Findings (a) The staff of the Market Regulation Department shall have the authority to conduct investigations of any possible violation of any Exchange rule or any provision of the federal securities laws (or any rule thereunder) by any Participant, associated person thereof or any other person or organization subject to the jurisdiction of the Exchange. Except in emergency situations, the staff shall prepare a written report of such investigation whenever seeking to institute a proceeding pursuant to Section (b)(1) of this Rule, which shall be presented to the Chief Regulatory Officer. Written Charges (b) (1) If in the judgment of the Chief Regulatory Officer it shall appear from such report that any Participant, associated person thereof or any other person or organization subject to the jurisdiction of the Exchange (the "Respondent") is violating or has violated any provision of the Bylaws or Rules of the Exchange or of the federal securities laws or the regulations thereunder, the Chief Regulatory Officer shall, except as hereinafter provided, direct the staff to prepare and present written charges against the respondent. The written charges shall identify each respondent and state with specificity each Exchange rule or provision of the federal securities laws (or any rule thereunder) alleged to have been violated. A copy of such charges shall be served upon the respondent and filed with the Secretary of the Exchange. (2) In addition to the process set out in paragraph (1) above, the Board of Directors and the Executive Committee each shall have the authority to direct the Chief Regulatory Officer to authorize the institution of a disciplinary proceeding when, on the basis of information and belief, either the Board or the Committee is of the opinion that any Participant, associated person thereof or any other person or organization subject to the jurisdiction of the Exchange is violating or has violated any provision of the Bylaws or Rules of the Exchange or of the federal securities laws or the regulations thereunder. Serving Instruments on Respondent (c) Charges, Orders, notices or any instrument may be served upon the respondent either personally or by leaving the same at his or its place of business during office hours or by deposit in the United States post office, postage prepaid via registered or certified mail with return receipt requested, addressed to the respondent at the last business address given by the respondent to the Exchange. Rules of the Chicago Stock Exchange, Inc. Page 136

Settlement Procedure (d) The respondent may settle a proceeding instituted pursuant to this Rule 1 of this Article at any time by entering into a settlement agreement with the Exchange without admitting or denying the charges, except as to jurisdiction, which must be admitted. Settlement agreements must include a waiver by the respondent of all rights of appeal to the Executive Committee, Board of Directors, Securities and Exchange Commission and United States Court of Appeals or to otherwise challenge or contest the validity of the decision if the offer of settlement is accepted. Settlement agreements must also contain a proposed penalty to be imposed which must be reasonable under the circumstances and consistent with the seriousness of the alleged violations. All settlement agreements must be approved by the Chief Regulatory Officer. Where an offer of settlement is rejected by the Chief Regulatory Officer, the offer of settlement shall be deemed withdrawn and it shall not be given consideration in the determination of the issues involved in the disciplinary proceeding. Moreover, the respondent will be granted an additional 10-day period from the time of receipt of the non-acceptance of the offer to file any response required under Rule 5(b) of this Article. Amended Dec. 28, 1992; Sept. 4, 2001; February 9, 2005; September 13, 2006. Interpretations and Policies:.01 Notice and Statement. Prior to making a report pursuant to paragraph (a) of this Rule 1, the staff may notify the person(s) who is (are) the subject of the report ("Subject") of the general nature of the allegations and of the specific provisions of the Exchange Act, rules and regulations promulgated thereunder or constitutional provisions, by-laws or rules of the Exchange or any interpretation thereof or any resolution of the board regulating the conduct of business on the Exchange, that appear to have been violated. The Subject(s) may, within the time frame set forth in the notice from the staff, then submit a written statement to the Exchange setting forth their interests and position in regard to the subject matter of the investigation. To assist a Subject in preparing such a written statement he or she shall, upon request, have access to any documents and other materials in the investigative file of the Exchange that were furnished by him or her or his or her agents to the Exchange. Added Oct. 14, 1998. Rule 2. Summary Procedure Minor Infraction (a) If in the judgment of the Chief Regulatory Officer, it shall appear from the investigation and report provided for in Rule 1(a) of this Article that the respondent has committed a minor infraction of the Bylaws or Rules of the Exchange, the Chief Regulatory Officer may summarily censure the respondent or impose a fine not in excess of $500 or both. Any fine imposed pursuant to subsection (a) of this Rule and not contested shall not be publicly reported, except as may be required by Rule Rules of the Chicago Stock Exchange, Inc. Page 137

19d-1 under the Securities Exchange Act of 1934, and as may be required by any other regulatory authority. Any fine that is contested will be publicly reported to the same extent that Exchange disciplinary proceedings will be publicly reported. In any action taken by the Exchange pursuant to this Rule, the person against whom a fine is imposed shall be served (as provided in Rule 1(c) of Article 12) with a written statement (the "Notice of Fines"), signed by the Chief Regulatory Officer or his designee, setting forth (1) the rule(s) or policy(ies) alleged to have been violated; (2) the act or omission constituting each such violation; (3) the fine imposed for each such violation; (4) the date on which such action is taken; and (5) the date on which such determination becomes final and such fine becomes due and payable to the Exchange, or on which such action must be contested as provided below. Any person against whom a fine is imposed pursuant to this Rule may contest the Exchange's determination by filing with the Secretary of the Exchange not later than 30 days after the service of the Notice of Fines, a written response meeting the requirements of an Answer as provided in Article 12, Rule 4(b) of the Exchange Rules at which point the matter shall become a "Disciplinary Proceeding" subject to the provisions of Article 12 applicable to disciplinary proceedings. Collateral Proceedings (b) (1) Whenever a Participant, or a partner, officer, registered employee or associated person of a Participant is suspended or expelled from any other securities exchange or any national securities association, or is suspended or barred from being associated with any member or member organization of such exchange or association, or is suspended or barred by any governmental securities agency from dealing in securities or being associated with any broker or dealer in securities, the Chief Regulatory Officer may, in view of such suspension, expulsion or bar, suspend or expel such person or organization as a Participant, partner, officer, registered employee or associated person of a Participant. No such suspension imposed by the Chief Regulatory Officer shall commence before or expire after the suspension imposed by such other exchange, association or agency, and no such expulsion shall be imposed by the Chief Regulatory Officer unless such person or organization has been expelled or barred by such other exchange, association or agency. Nothing in this Rule 2(b) shall preclude any proceeding against any Participant or partner, officer, registered employee or associated person under any other Rule of the Exchange. (2) In any contested proceeding under this Rule 2(b), the method of procedure required by Rule 1 of this Article shall not apply but the respondent shall be given not less than ten days' notice in writing that the Chief Executive Officer will appoint a Hearing Officer pursuant to the provisions of Rule 5 of this Article to conduct a hearing to determine whether or not to suspend or expel the respondent, as the case may be as provided in this Rule 2(b). At such hearing, the respondent Participant, or any partner, holder of voting stock, director or officer of the respondent Participant or any respondent partner, officer, registered employee or associated person of a Participant Firm shall be afforded an opportunity to explain why it would be inappropriate for the Hearing Officer to accept the finding of such other exchange, association or agency or to suspend or expel the respondent notwithstanding the suspension, expulsion or bar by such other exchange, association or agency. In the event that the Hearing Officer determines not to accept the finding by such Rules of the Chicago Stock Exchange, Inc. Page 138

other exchange, association or agency, he may order a proceeding under any other Rule of this Article. In the event that the respondent fails or refuses to appear before the Hearing Officer, the Hearing Officer may nevertheless determine the matter and suspend or expel the respondent as provided in this Rule 2(b). A written notice of the result shall be served upon the respondent in a manner provided by Rule 1(c) of this Article and a copy thereof shall be sent to each member of the Board of Directors. Any action by the Hearing Officer pursuant to this Rule 2(b) shall be subject to review in accordance with the procedure specified in Rule 6 of this Article. In the event no request for review is filed within 15 days after the respondent is notified of the determination of the Hearing Officer, such determination shall become final and not subject to appeal at the Exchange. (3) A Participant, partner, officer, registered employee or associated person of a Participant may, nevertheless, consent to the penalty or suspension or expulsion from the Exchange solely by reason of the imposition of the suspension, expulsion or bar by such other exchange, association or agency, and without either the separate determination of the Hearing Officer as provided above in this Rule 2(b)(2) or the procedure provided by Rule 1 of this Article. Such consent shall be in writing, signed by the respondent, and shall be delivered to the Exchange not later than two business days after the Exchange gives the respondent notice in writing that it intends to proceed under Rule 2(b) of this Article. The consent shall take effect immediately. Amended Dec. 28, 1992; Sept. 4, 2001; February 9, 2005; September 13, 2006, April 14, 2010 (SR-CHX-2010-07); May 22, 2014 (SR-CHX-2014-07). Rule 3. Admission of Charges by Respondent Waiver of Hearing on Penalty (a) If the respondent makes written admission of the charges prepared and presented pursuant to this Article and waives his or its right to be heard on the penalty to be imposed, the Chief Regulatory Officer may determine and impose the penalty. The determination of the Chief Regulatory Officer shall be final. Request for Hearing on Penalty (b) If the respondent makes written admission of the charges and also makes a written request for a hearing on the penalty to be imposed, the Chief Regulatory Officer shall promptly order that a hearing be conducted pursuant to the procedures set forth in Rule 5 of this Article and limited to such matters as are in extenuation or aggravation of the circumstances or as shall have material bearing on the penalty only. The respondent and the staff who investigated the charges shall be given an opportunity to be heard at such hearing conducted for the purpose of determining the penalty. A written notice of the result shall be served upon the respondent in a manner provided by Rule 1(c) of this Article. Any penalty imposed under this paragraph may be reviewed pursuant to Rule 6 of this Article. Rules of the Chicago Stock Exchange, Inc. Page 139

Amended February 29, 1980; Dec. 28, 1992; Sept. 4, 2001; September 13, 2006. Rule 4. Hearing Procedure Hearing of Charges (a) In the absence of a written admission by the respondent or other settlement of (pursuant to the provisions of Rule 1(d) of this Article) the charges prepared and presented pursuant to this Article, a hearing of the charges shall be held. Such hearing shall be before a Hearing Officer appointed by the Chief Executive Officer for the purpose of conducting the particular hearing. Answer to Charges (b) Written answer to the charges shall be filed by the respondent with the Secretary of the Exchange (with copies to the Market Regulation Department) within 30 days from the date of service of the charges or within such further time as the Hearing Officer may grant. The answer to the charges should specifically admit or deny each charge. Any charge not specifically denied shall be deemed to be admitted. Any affirmative defenses must be asserted in the answer or they shall be deemed to be waived. If the respondent fails to file an answer within the required timeframe, the allegations of the charging document shall be deemed to be admitted, and the Hearing Officer shall hold a hearing to determine the appropriate sanctions. Prehearing Procedure (c) (1) The parties shall exchange a list of witnesses that they each plan to call to testify at the hearing no less than 30 days prior to the hearing. No person who is not identified on their list of witnesses shall be permitted to give evidence at the hearing, unless the party requesting the testimony of such witness shows good cause for failing to have previously included such person on his list of witnesses and the party requesting the testimony of such witness can show that the failure to permit such testimony would result in undue hardship to that party. (2) Any party may request production of all or some of the documents that its adversary intends to introduce as evidence either in support of or to counter the charges. Requests for a production of some of the documents to be introduced as evidence shall reasonably specify which documents are to be produced. The party making the request shall do so at least 45 days prior to the hearing and shall be responsible for paying all reasonable costs associated with the production of such documents. All documents requested pursuant to this provision shall be produced at least 30 days prior to the hearing. If a request is made to produce all or some of the documents that are intended to be introduced as evidence at the hearing, the party responding to the request will be precluded from introducing at the hearing any documents that were not produced in response to the request, unless there is good cause shown for failing to produce the document(s) 30 days prior to the hearing and the failure to permit the introduction of such evidence would result in undue hardship to Rules of the Chicago Stock Exchange, Inc. Page 140

the party requesting to introduce such document. For purposes of this section, the term "documents" means a writing, drawing, graph, report, table, chart, photograph, video or audio recording, or any other data compilation, including data stored by computer, from which information can be obtained. (3) Upon the request of any party, the Hearing Officer may shorten or lengthen the time periods for the exchange of witness lists or the production of documents. Conduct of Hearing (d) Within 30 days of the filing of an answer by the respondent, the Hearing Officer shall schedule the time and place at which the Hearing shall be held. Formal rules of evidence shall not apply in any part of any disciplinary proceedings, although the parties may stipulate as to the rules relating to the introduction of evidence at the hearing. Any such stipulations must be in writing and shall be filed with the Hearing Officer and the Secretary of the Exchange no less than 5 days prior to the scheduled date for the commencement of the hearing. The respondent shall have the right to be present at the hearing and shall be permitted to examine and cross-examine all witnesses produced by the Exchange, and also to present testimony, defense or explanation. The Market Regulation Department shall have the right to produce witnesses and other evidence in support of the charges, cross-examine all witnesses produced by the respondent, and introduce additional witnesses and evidence solely in rebuttal to the respondent's evidence. The respondent shall have the right to cross-examine any rebuttal witnesses and enter additional evidence solely to counter any rebuttal evidence entered by the Exchange staff. Both parties shall have the right to make opening and closing oral arguments. The Market Regulation Department staff shall have the right to make a rebuttal oral argument after respondent's opening and closing argument. A transcript of the testimony at the proceedings shall be made. Appointment of Hearing Officer (e) The Hearing Officer for each particular matter shall be selected by the Chief Executive Officer. Prospective Hearing Officers shall be required to disclose to the Exchange their employment history for the past 10 years, any past or current material business or other financial relationships with the Exchange or any members of the Exchange, and any other information deemed relevant by the Exchange. Such disclosures relating to the particular Hearing Officer selected by the Chief Executive Officer shall be provided to the respondent upon request after the selection of the Hearing Officer. In selecting a Hearing Officer for a particular matter, the Chief Executive Officer should give reasonable consideration to the prospective Hearing Officer's professional competence and reputation, experience in the securities industry, familiarity with the subject matter involved, the absence of bias and any actual or perceived conflict of interest, and any other relevant factors. Decision (f) After considering the entire record, the Hearing Officer shall prepare a written Order setting forth his determination as to whether the respondent committed the violations alleged in the charging document or otherwise established at the Hearing and, if so, the sanction(s) to be imposed. Rules of the Chicago Stock Exchange, Inc. Page 141

The Order of the Hearing Officer shall be in writing and two copies thereof signed by him. One of the signed copies shall be delivered to the respondent and the other filed with the Secretary of the Exchange (with copies to the Market Regulation Department). The Order shall make specific findings as to each charge brought by the Exchange and, where a violation is found, shall impose appropriate sanctions against the respondent. Such sanctions may include expulsion or suspension of a Participant's Trading Permit, the imposition of limitations on the activities, privileges, functions, and/ or operations of a Participant or person associated with a Participant, the imposition of fine(s), censure, suspending or barring a person or organization from being associated with a Participant or any other fitting sanction. Absent the granting of an extension of time by either the Board of Directors or the Executive Committee for good cause shown, the Hearing Officer shall issue an Order within 90 days of the conclusion of the hearing. Right to Counsel (g) Except in the case of summary procedure under paragraph (a) of Rule 2, under Rule 3 or under paragraph (a) of Rule 4 of this Article, and under the Minor Rules Violation Plan of Rule 9 of this Article, the respondent shall have the right to be represented by legal or other counsel at the respondent's own expense. Preparation of the charges and the presentation of evidence in support of charges shall be the responsibility of the Market Regulation Department. Exchange counsel shall be present as counsel to the Hearing Officer. Exchange counsel must not be an employee in the Market Regulation Department and must not have directly participated in any examination, investigation or decision associated with the initiation or conduct of the particular proceeding. Impartiality of Hearing Officer (h) When a Hearing Officer considers a disciplinary matter he or she is expected to function impartially and independently of the staff members who prepared and prosecuted the charges. Exchange counsel may assist the Hearing Officer in preparing his written recommendations or judgments. Within 15 days of the appointment of the Hearing Officer, the respondent may move for disqualification of the Hearing Officer based upon bias or conflict of interest. Such motions shall be made in writing and state with specificity the facts and circumstances giving rise to the alleged bias or conflict of interest. The motion papers shall be filed with the Hearing Officer and the Secretary of the Exchange (with copies to the Market Regulation Department). The Exchange may file a brief in opposition to the respondent's motion within 15 days of service thereof. The Hearing Officer shall rule upon such motion no later than 30 days from filing by the respondent. Prior adverse rulings against the respondent or his attorney in other matters shall not, in and of themselves, constitute grounds for disqualification. If the Hearing Officer believes the respondent has provided satisfactory evidence in support of the motion to disqualify, he or she shall remove himself or herself and request the Chief Executive Officer to reassign the hearing to another Hearing Officer. If the Hearing Officer determines that the respondent's grounds for disqualification are insufficient, he shall deny the respondent's motion for disqualification by setting forth the reasons for the denial in writing and the Hearing Officer will precede with the hearing. The ruling by the Hearing Officer on such motions shall not be subject to interlocutory review. Rules of the Chicago Stock Exchange, Inc. Page 142

Amended Feb. 29, 1980; July 8, 1980; Dec. 28, 1992; Sept. 4, 2001; September 13, 2006; September 29, 2006. Rule 5. Review Judiciary Committee (a) The respondent shall have 15 days from the date of service of notice of a penalty imposed under paragraph (b) of Rule 2, paragraph (b) of Rule 4 or under Rule 5 of this Article to demand a review thereof. The Exchange shall have 15 days from the date of service of notice of an Order under paragraph (b) of Rule 2, paragraph (b) of Rule 4 or under Rule 5 of this Article that contains a decision with a finding that the respondent did not commit any of the violations as alleged in the charging document or imposes a penalty that in the judgment of the Exchange staff is inadequate under the circumstances of the matter to demand a review thereof. Such demand shall be made in writing filed with the Secretary of the Exchange, with copies to the opposing party. In the event no request for review is filed within 15 days after the parties were notified of the determination of the Hearing Officer, such determination shall become final and conclusive. The terms of the Order shall be reviewed by a Judiciary Committee appointed by the Board of Directors or the Executive Committee. The Judiciary Committee may not reverse, or modify, in whole or in part, the decision of the Hearing Officer under paragraph (c) of Rule 2, paragraph (b) of Rule 4 or under Rule 5 if the factual conclusions in the decision are supported by substantial evidence and such decision is not arbitrary, capricious or an abuse of discretion. Modifications may include an increase or decrease of the penalty imposed. Unless the Judiciary Committee shall decide to open the record for the introduction of evidence to hear argument, such review shall be upon the factual record as certified to the Judiciary Committee by the Secretary. Both the respondent and the Exchange staff have the right to file memoranda (not in excess of 25 pages, inclusive of all attachments) in support of their respective positions. The appellant shall file its memorandum with the Secretary of the Exchange within 45 days of service of the notice of appeal, or within such other time as directed by the Executive Committee. The appellee shall file its memorandum within 30 days of the filing of the appellant's memorandum, or within such other time as directed by the Executive Committee. The Judiciary Committee may, in its sole discretion, hear oral argument by the parties regarding the matter. The decision of the Judiciary Committee shall be made in writing and shall address the principal arguments forwarded by the appellant and appellee. The decision of the Judiciary Committee will be the final decision of the Exchange, except as provided in paragraph (b) of this Rule. Board of Directors (b) Notwithstanding the provisions of paragraph (a) of this Rule, if the Judiciary Committee determines that a matter presented to it for review involves an issue of sufficient importance to warrant such action, it may request that the Board of Directors, rather than the Judiciary Committee, conduct the review. The Board of Directors may in its discretion determine to review any decision of the Judiciary Committee hereunder. Any review by the Board of Directors shall be upon the record as certified to the Board by the Secretary and the Board may not thereafter Rules of the Chicago Stock Exchange, Inc. Page 143

reverse or modify any decision if the factual conclusions in the decision are supported by substantial evidence and such decision is not arbitrary, capricious or an abuse of discretion. The Board may also consider any memoranda submitted by the respondent or the staff of the Exchange to the Judiciary Committee pursuant to paragraph (a) of this Rule. The Board may, in its sole discretion, hear oral argument by the parties regarding the matter. Modifications may include an increase or decrease of the penalty imposed on the respondent. Any decision by the Board shall be the final decision of the Exchange. Amended July 8, 1980; Dec. 28, 1992; Aug. 9, 1994; Sept. 4, 2001; Sept. 13, 2006; September 29, 2006. Rule 6. Effective Date of Judgment The enforcement of any Orders or penalties imposed under this Article shall be stayed upon the filing of a notice of appeal under Rule 6(a) of this Article pending the outcome of final review by a Judiciary Committee or the Board of Directors as provided for by this Article or until the decision otherwise becomes final, subject, however, to the power of the Hearing Officer to impose such limitations on the respondent as are necessary or desirable, in the judgment of the Hearing Officer for the protection of the respondent's customers, creditors or the Exchange or for the maintenance of just and equitable principles of trade. Amended February 29, 1980; Dec. 28, 1992; Sept. 4, 2001; Sept. 13, 2006; September 29, 2006. Rule 7. Disciplinary Jurisdiction (a) A Participant or a person associated with a Participant (the "Respondent") who is alleged to have violated or aided and abetted a violation of any provision of the Exchange Act, the rules and regulations promulgated thereunder, or any constitutional provisions by-law or rule of the Exchange or any interpretation thereof or resolution of the Board of the Exchange regulating the conduct of business on the Exchange shall be subject to the disciplinary jurisdiction of the Exchange under these Rules, and after notice and opportunity for a hearing may be appropriately disciplined by expulsion, suspension, limitation of activities, functions, and operations, fine, censure, being suspended or barred from being associated with a Participant or any other fitting sanction, in accordance with the provisions of these Rules. (b) Any Participant or person associated with a Participant shall continue to be subject to the disciplinary jurisdiction of the Exchange following such person's termination of their Trading Permit or association with a Participant with respect to any matter that occurred prior to such termination; provided that written notice of the commencement of an inquiry into such matters is given by the Exchange to such former Participant or associated person within one year of receipt by the Exchange of written notice of the termination of such person's status as a Participant or person associated with a Participant. Added Mar. 26, 1980; amended February 9, 2005; September 29, 2006. Rules of the Chicago Stock Exchange, Inc. Page 144

Rule 8. Minor Rule Violations (a) In lieu of commencing a "disciplinary proceeding" as that term is used in Article 12 of the Exchange Rules and Article VII of the Exchange Constitution, the Exchange may, subject to the requirements set forth in this Rule, impose a censure or fine, not to exceed $5,000, on any Participant, associated person, or registered or non-registered employee of a Participant, for any violation of a rule of the Exchange, which violation the Exchange shall have determined is minor in nature. Any censure or fine imposed pursuant to this Rule and not contested shall not be publicly reported, except as may be required by Rule 19d-1 under the Exchange Act, and as may be required by any other regulatory authority. Any censure or fine that is contested may be publicly reported to the same extent that Exchange disciplinary proceedings may be publicly reported. Any fine imposed pursuant to this Rule that (1) does not exceed $2,500 and (2) is not contested, shall be reported by the Exchange to the Securities and Exchange Commission on a periodic, rather than a current, basis, except as may otherwise be required by Exchange Act Rule 19d-1 and by any other regulatory authority. (b) Procedure for Imposing Sanctions. In the event that the staff of the Exchange determines that a Participant, associated person or registered or nonregistered employee of a Participant has violated a rule of the Exchange set forth in paragraph (h) of this Rule, and the Exchange staff desires to take action under this Rule, either the Chief Enforcement Counsel or Chief Regulatory Officer may impose a sanction pursuant to this rule. (c) In any action taken by the Exchange pursuant to this Rule, the person against whom a censure or fine is imposed shall be served (as provided in Rule 1(c) of Article 12) with a written statement, signed by an officer of the Exchange, setting forth (1) the rule(s) or policy(ies) alleged to have been violated; (2) the act or omission constituting each such violation; (3) the sanctions imposed for each such violation; (4) the date on which such action is taken; and (5) the date on which such determination becomes final and such fine, if any, becomes due and payable to the Exchange, or on which such action must be contested as provided in paragraph (e), such date to be not less than 15 days after the date of service of the written statement. (d) If the person against whom a fine is imposed pursuant to this Rule pays the fine, such payment shall be deemed to be a waiver by such person of such person's right to a disciplinary proceeding under Article 12 and any right to review or appeal. (e) Any person against whom a censure or fine is imposed pursuant to this Rule may contest the Exchange's determination by filing with the Secretary of the Exchange not later than the date by which such determination must be contested, a written response meeting the requirements of an Answer as provided in Article 12, Rule 4(b) of the Exchange Rules. The Secretary of the Exchange may deny the answer if such answer is untimely or the answer fails to meet the standards of Article 12, Rule 4(b). If the answer is denied by the Secretary of the Exchange without leave to amend and refile, the sanction imposed by the Exchange pursuant to the provisions of subsection (b) of this rule shall become final and the censure shall be imposed and/or fine become due and payable. Unless denied by the Secretary of the Exchange, an answer filed by respondent shall be deemed Rules of the Chicago Stock Exchange, Inc. Page 145

accepted, at which point the matter shall become a "Disciplinary Proceeding" subject to the provisions of Article 12 applicable to disciplinary proceedings. (f) The Exchange shall prepare and announce to its Participants from time to time a listing of the Exchange rules and policies as to which the Exchange may impose censures or fines as provided in this Rule. Such listing shall also indicate the specific or recommended dollar amount that may be imposed as a fine hereunder with respect to any violation of such rule or policy, or may indicate the minimum and maximum dollar amount that may be imposed by the Exchange with respect to any such violation. In applying the Recommended Fine Schedule, the Exchange shall consider a violation as having occurred at the time that the underlying conduct of the Participant occurred. Nothing in this Rule shall require the Exchange to impose a censure or fine pursuant to this Rule with respect to the violation of any rule or policy included in any such listing and the Exchange shall be free, whenever it determines that any violation is not minor in nature, to proceed under other provisions of Article 12 rather than under this Rule. (g) Any fine assessed under this Rule shall not be deemed to satisfy any damages or liability incurred from the violation. (h) Exchange Rules and Policies subject to the Minor Rule Violation Plan: (1) Reporting and Record Retention Violations: (A) Notice of Death or Retirement of Partner, Officer or Director (Article 3, Rule 9) (B) (C) (D) Filing Requirements/Parties Bound by Rules of Exchange (Article 3, Rule 4) Failure to Notify Exchange of Request to Withdraw Capital Contribution (Article 3, Rule 6(b)) Failure to Request Exchange Approval of Transfer of Equity Securities of a Participant Firm (Article 3, Rule 11) (E) Reporting of Loans (Article 3, Rule 12) (F) Record of Margin Calls and Receipt of Margin (Article 10, Rule 2) (G) Record of Orders and Executions (Article 11, Rule 3) (H) Designation of E-mail Addresses (Article 3, Rule 13) (I) Failure to provide Exchange with Information (Article 6, Rule 7) (J) Financial and Operational Reports (Article 7, Rule 4) Rules of the Chicago Stock Exchange, Inc. Page 146

(K) Notification of Change in Bond Coverage (Article 7, Rule 6) (L) Filing Requirements on Change of Examining Authority (Article 7, Rule 7) (M) (N) (O) Registration and Approval of Participant Personnel (Article 6, Rule 2(a)) Written Supervisory Procedures (Article 6, Rule 5(b)) Impede or delay an Exchange Examination, Inquiry or Investigation (Article 6, Rule 9) (P) Failure to Report Short Positions (Article 7, Rule 9) (Q) Furnishing of Records (Article 11, Rule 1) (R) Maintenance of Books & Records (Article 11, Rule 2) (S) Participant Communications (Article 11, Rule 4) (T) Registration of Market Makers and Market Maker Authorized Traders (Article 16, Rules 1 and 3) (U) Market Maker Reporting of Position Information (Article 16, Rule 6) (V) Institutional Broker Registration and Appointment (Article 17, Rule 1) (2) Minor Trading Rule Violations: (A) Reporting of Transactions (Article 9, Rule 13) (B) (C) (D) (E) Reserved Violations of the Rule Relating to Conduct on Exchange Premises or Involving Participants or Exchange Employees (Article 8, Rule 16) Reserved Failure by Participants to Comply with Rules Relating to Short Sales (Article 9, Rule 23) (F) Failure to Clear the Matching System (Article 20, Rule 7) (G) Failure to Comply with Minimum Order Increments (Article 20, Rule 4) Rules of the Chicago Stock Exchange, Inc. Page 147

(H) (I) Institutional Broker Responsibilities for Entry of Orders into an Automated System (Article 17, Rule 3(a)) Institutional Broker Responsibilities for Handling Orders within an Integrated System (Article 17, Rule 3(b)) (J) Trading Ahead of Customer Orders (Article 9, Rule 17) (K) Failure to Comply with the Firm Quote Rule (Reg. NMS Rule 602) (L) Institutional Broker Obligations in Handling Orders (Best Execution) (Article 17, Rule 3(d)) Added May 30, 1996; amended June 4, 1998 and Jan. 29, 1999; Sept. 4, 2001; Dec. 7, 2001; June 24, 2002; Feb. 13, 2004; February 9, 2005; July 26, 2005; September 29, 2006; June 16, 2011; May 22, 2014 (SR-CHX-2014-07); March 30, 2016 (SR-CHX-2016-04). Interpretations and Policies:.01 With respect to subsection (d), a failure to pay a fine imposed pursuant to this Rule by the time it is due, without timely contesting the action upon which such fine was based pursuant to subsection (e), shall be deemed a waiver by the person against whom the fine is imposed of such person's right to a disciplinary proceeding under Article 12 and any right to review or appeal. Added Jan. 30, 1998; Amended September 29, 2006, April 14, 2010 (SR-CHX-2010-07); May 22, 2014 (SR-CHX-2014-07). Rule 9. Reserved Amended April 14, 2010 (SR-CHX-2010-07). Rule 10. Pending Proceedings The initiation of, and all significant changes in the status of, a formal disciplinary proceeding brought by the Exchange shall be reported by the Exchange to the Central Registration Depository operated by the National Association of Securities Dealers, Inc. For purposes of this Rule, significant changes in the status of a pending formal disciplinary proceeding shall include, but are not limited to, issuance of a decision by the Hearing Officer the filing of an appeal to and/or the issuance of a decision by a Judiciary Committee or the Exchange's Board of Directors. Added Aug. 10, 1994; renumbered May 30, 1996; Sept. 4, 2001; Sept. 13, 2006. Rules of the Chicago Stock Exchange, Inc. Page 148

ARTICLE 13. Suspension Reinstatement Rule 1. Automatic Suspension A Participant failing to perform his or its contracts, or being insolvent, shall immediately inform the Secretary of the Exchange in writing that he or it is unable to perform his or its contracts or is insolvent. Such Participant's Trading Permit shall thereupon be suspended by the Chief Executive Officer and prompt notice of such suspension shall be given to all Participants. Such suspension shall continue until the Participant's Trading Permit is reinstated by the Board of Directors. Amended Feb. 29, 1980; Dec. 28, 1992; Sept. 4, 2001; February 9, 2005. Rule 2. Emergency Suspension (a) (1) Whenever it shall appear to the Chief Regulatory Officer (after such verification and with such opportunity for comment by the Participant as the circumstances reasonably permit) that a Participant, or, with respect to paragraph (B) below, any associated person thereof (A) has failed to perform his or its contracts or is insolvent or is in such financial or operational condition or otherwise conducting his or its business in such a manner that he or it cannot be permitted to continue in business with safety to his or its customers or creditors or to the Exchange, including but not limited to, the reasonable belief that the Participant is violating and will continue to violate any provision of the Rules of the Exchange, the federal securities laws (or rules promulgated thereunder) or any condition or restriction imposed pursuant to the provisions of Article 7, Rule 3(d) or Article 7, Rule 8(a); or (B) has failed to perform or is failing to perform any material responsibility imposed on the Participant as a result of its registration as an Institutional Broker or Market Maker (or an associated person thereof who is registered as an Institutional Broker Representative or Market Maker Authorized Trader, respectively) and, as a result, cannot be permitted to continue in business with safety to its customers or creditors or to the Exchange; or (C) has been and is expelled or suspended from any self-regulatory organization or barred or suspended from being associated with a member of any selfregulatory organization, the Chief Regulatory Officer may suspend such Participant Firm Trading Permit or such Participant's registration under Article 6 or limit or prohibit such Participant, Participant Firm's or associated person with respect to access to services offered by the Exchange, or limit or revoke such Participant's registration as Institutional Broker or Market Maker and if so suspended, revoked, limited or prohibited, prompt notice of action shall be given to all Participants and the written statement described below shall be provided to the person affected by the suspension, limitation or prohibition. Unless the Chief Regulatory Officer shall determine after further inquiry that lifting the suspension, revocation, limitation or prohibition without further proceedings is appropriate, such suspension, limitation, revocation or prohibition shall continue until the Participant Firm's Trading Permit, such Participant's registration or the access of the associated person is Rules of the Chicago Stock Exchange, Inc. Page 149

reinstated or terminated pursuant to the provisions of Rule 3 of this Article or unless otherwise determined pursuant to Rule 2(b) of this Article. (2) In the case of a person who is not a Participant, whenever it shall appear to the Chief Regulatory Officer (after such verification and with such opportunity for comment by the person as circumstances reasonably permit) that such person does not meet the qualification requirements or prerequisites for access to services offered by the Exchange and such person cannot be permitted to continue to have such access with safety to investors, creditors, Participants or the Exchange, the Chief Regulatory Officer may limit or prohibit any person with respect to such access. (3) The Chief Regulatory Officer shall, within two business days of taking action pursuant to this Rule 2 (whether with respect to a Participant, an associated person of a Participant or any other person), furnish such person with a written statement setting forth the reasons and specific grounds which constitute the basis for the action taken. (b) In the event that the Chief Regulatory Officer takes any action pursuant to paragraph (a) above, any person named in such action shall have the right to appeal. Appeals pursuant to this paragraph shall be made by filing a written notice of appeal with the secretary of the Exchange within five days after notification of the action. The notice shall state with particularity the action complained of, the appellant's reasons for taking exception to the decision and the relief sought. Appeals filed under this paragraph shall be considered and decided by a panel appointed by the Board, composed of three members of the Board. At least two of the three members of the panel shall be public members of the Board. No member of such panel shall have any direct or indirect interest in the matter presented before them which might preclude such member from rendering an objective and impartial determination. All appeals heard pursuant to this paragraph shall be expedited to the maximum extent possible and, in any event, shall be heard within ten days. Appellants shall be notified of the composition of the panel and the time, place and date when the panel will meet. Written materials in support of the appeal or requests to make an oral presentation shall be filed with the panel prior to the date when the panel will meet. The panel will grant requests for oral presentation. After consideration of the appeal, the panel shall, by vote of a majority of its members, affirm, reverse, or modify the action upon which the appeal was made. All decisions of the panel shall be final (c) Any appeal from a decision of the Chief Regulatory Officer shall be made pursuant to the procedures set out in Article 15. Interpretations and Policies:.01 Any Officer of the Exchange designated by the Chief Regulatory Officer may suspend the trading privileges of a Participant on the Exchange s facilities pursuant to the provisions of this Rule if a Qualified Clearing Agency refuses to act to clear and settle the trades of that Participant. The Chief Regulatory Officer must approve any such suspensions within two (2) days of the action. If the Chief Regulatory Officer does not approve the action taken, the suspension shall be Rules of the Chicago Stock Exchange, Inc. Page 150

immediately lifted as of the time of his or her decision or after the expiration of two days, whichever is earlier. Amended Feb. 29, 1980; Dec. 28, 1992; Aug. 9, 1994; Sept. 4, 2001; February 9, 2005; September 13, 2006; September 29, 2006; February 10, 2012 (SR-CHX-2011-34); May 22, 2014 (SR-CHX- 2014-07); March 30, 2016 (SR-CHX-2016-04). Rule 3. Failure to Obtain Reinstatement If a Participant suspended under the provisions of Rule 1 or Rule 2(a) of this Article fails to obtain reinstatement within one year from the time of his or its suspension, or within such further time as the Board of Directors may grant, or fails to obtain reinstatement as hereinafter provided, his or its Trading Permit shall be terminated. Any person suspended under this Article, may, at any time, be reinstated by the Board of Directors upon their own motion. Amended Feb. 29, 1980; Dec. 26, 1992; Aug. 9, 1994; Sept. 4, 2001; February 9, 2005. Rule 4. Procedure for Reinstatement Application (a) When a Participant (or any associated person thereof) suspended under the provisions of Rule 1 of this Article applies for reinstatement, he or it shall be investigated by the staff to determine if the circumstances which brought about the suspension have been corrected and if any specified requirements imposed as a condition of reinstatement have been met, prior to the consideration by the Executive Committee of said application. Staff Recommendation (b) If the staff recommends that the applicant not be reinstated, the applicant shall be sent a statement of reasons therefore and may, within 15 days of the receipt thereof, file a request with the Executive Committee that it consider his or its application together with a written statement indicating why in his or its opinion the staff recommendation is in error or insufficient to preclude his or its reinstatement. Executive Committee Consideration (c) If the staff recommends that the applicant be reinstated or if the applicant files a request with the Executive Committee pursuant to paragraph (b), the Executive Committee shall consider and vote upon the application for reinstatement. The affirmative vote of two-thirds of the members of the Executive Committee present at the time of voting shall be required for reinstatement. Rules of the Chicago Stock Exchange, Inc. Page 151

Hearing (d) In the event the applicant does not receive such two-thirds vote, he or it shall have the right to a hearing before the Executive Committee, conducted in accordance with procedures set forth in a notice of such hearing to be given to the applicant. Following the hearing, the Executive Committee shall again vote upon the applicant, a two-thirds vote of the members of the Executive Committee present at the time of voting being required for reinstatement. The applicant may petition the Board of Governors for review of any adverse determination made by the Executive Committee following a hearing, a two-thirds vote of the members of the Board present at the time of voting being required for reinstatement. The Board shall not reverse, modify or remand for further consideration any determination made by the Executive Committee if the factual conclusions in such determination are supported by substantial evidence and such determination is not arbitrary, capricious or an abuse of discretion. Amended Aug. 9, 1994; February 9, 2005; September 13, 2006; September 29, 2006. Rule 5. Termination of Rights by Suspension A Participant suspended under the provisions of this Article shall be deemed not in good standing and shall be deprived during the term of his or its suspension of all rights and privileges of a holder of a Trading Permit, as provided in Rule 2(b) of Article 3. The suspension of a Participant or any associated person thereof shall create a vacancy in any office or position held by him. Amended February 9, 2005; September 13, 2006. Rules of the Chicago Stock Exchange, Inc. Page 152

ARTICLE 14. Arbitration Rule 1. Arbitration of Participant Controversies (a) Any controversy between parties who are Participants or associated persons which arises out of the Exchange business of such parties shall be submitted to arbitration, through the Director of Arbitration, to an Arbitration Panel composed of members of the Committee on Exchange Procedure in accordance with Rule 1(b), unless non-participants are also parties to the controversy. To the extent that any such claim alleges employment discrimination, including any sexual harassment claim, in violation of a statute, such claim shall be eligible for arbitration only where the parties have agreed to arbitrate the claim after it has arisen. If such non-participants are also parties to such controversies, the arbitrators shall be appointed in accordance with Section 8 of Rule 2 under this Article unless such non-participants consent to arbitration before an Arbitration Panel selected by parties as provided in this Rule 1. However, controversies shall be resolved by the Committee on Exchange Procedure, if the parties to such controversy agree to be bound by the decision of that Committee or if Exchange rules otherwise require resolution by the Committee on Exchange Procedure. The rules and procedures applicable to arbitrations which are set forth in Rule 2 do not apply to controversies which are to be resolved by the Committee on Exchange Procedure. (b) Unless the parties to the controversy agree to be bound by the Committee's determination, resolution shall be by an Arbitration Panel whose resolution of the dispute shall be binding and final. The Arbitration Panel shall be composed of an odd number of arbitrators who shall be selected as follows: Each of the parties to the controversy shall select one member of the Committee on Exchange Procedure to serve as an arbitrator on the Arbitration Panel. The arbitrators so selected shall then among them agree on the selection of one or more additional arbitrators, provided that the additional arbitrators so selected are either Participants or representatives of Participant Firms of the Exchange, and provided further that no member of the Arbitration Panel may be a person with a direct or indirect financial interest in the claim. In the event that the initial arbitrators selected by the parties to the controversy cannot agree on the selection of the above-mentioned additional arbitrator or arbitrators, as the case may be, or if any party to a controversy, after due notice, fails to select a member of the Committee on Exchange Procedure to serve as an arbitrator, then in that event such arbitrator or additional arbitrator(s) shall be appointed by the Committee on Exchange Procedure, except that any members of the Committee who either have already been selected to serve on the Arbitration Panel or who have a direct or indirect financial interest in the claim shall not participate in the selection of such additional arbitrator(s). Except as otherwise provided in this Rule, the rules and procedures applicable to arbitrations concerning Participant controversies which are to be resolved by an Arbitration Panel shall be those set forth hereinafter under Rule 2. Amended September 29, 2006. Rules of the Chicago Stock Exchange, Inc. Page 153

Rule 2. Arbitration Rules Section 1. Arbitration. (a) Except as provided otherwise in these Rules, any dispute, claim or controversy between a customer or non-participant and a Participant or associated person arising in connection with the business of such Participant or associated person in connection with his activities as an associated person shall be arbitrated under this Rule of the Exchange as provided by any duly executed and enforceable written agreement or upon the request of the customer or non-participant. (b) Under this Rule, the Exchange shall have the right to decline the use of the arbitration facilities in any dispute, claim, or controversy, where having due regard for the purposes of the Exchange and the intent of this Rule such dispute, claim or controversy is not a proper subject matter for arbitration. (c) Class Action Claims. (1) A claim submitted as a class action shall not be eligible for arbitration under this Rule at the Exchange. (2) Any claim filed by a member or members of a putative or certified class action is also ineligible for arbitration at the Exchange if the claim is encompassed by a putative or certified class action filed in federal or state court, or is ordered by a court to a non selfregulatory organization arbitration forum for class wide arbitration. However, such claims shall be eligible for arbitration in accordance with Rule 2 of this Article or pursuant to the parties' contractual agreement, if any, if a claimant demonstrates that it has elected not to participate in the putative or certified class action or, if applicable, has complied with any conditions for withdrawing from the class prescribed by the court. Disputes concerning whether a particular claim is encompassed by a putative or certified class action shall be referred by the Director of Arbitration to a panel of arbitrator(s) in accordance with Section 2(f) or Section 8 of Rule 2 of this Article, as applicable. Either party may elect instead to petition the court with jurisdiction over the putative or certified class action to resolve such disputes. Any such petition to the court must be filed within ten business days of receipt of notice that the Director of Arbitration is referring the dispute to a panel of arbitrator(s). (3) No Participant or associated person shall seek to enforce any agreement to arbitrate against a customer that has initiated in court a putative class action or is a member of a putative or certified class with respect to any claims encompassed by the class action unless and until; (A) the class certification is denied; (B) the class is decertified; (C) the customer is excluded from the class by the court; or (D) the customer elects not to participate in the putative or certified class action or, if applicable, has complied with any conditions for withdrawing from the class prescribed by court. Rules of the Chicago Stock Exchange, Inc. Page 154

(4) No Participant or associated person shall be deemed to have waived any of its rights under this Rule or under any agreement to arbitrate to which it is party except to the extent stated in this paragraph. (d) Any claim alleging employment discrimination, including any sexual harassment claim, in violation of a statute, that is otherwise eligible for arbitration under this Rule, shall be eligible for arbitration only where the parties have agreed to arbitrate the claim after it has arisen. Interpretations and Policies:.01 The Exchange will not exercise its right to decline the use of its arbitration facilities as set forth in Rule 2(b) of this Article in the event that the Exchange is the Designated Examining Authority of the Respondent Participant or the enforcement of the applicable rules has not been ceded to another self-regulatory organization pursuant to its Rule 17d-2 Agreement. In other instances, the Exchange may exercise its right to decline the use of its arbitration facilities set forth in Rule 2 (b) of this Article in the event that the nexus between the dispute and the Exchange is minimal..02 For purposes of this Rule and Rule 1 under this Article, the terms Participant, Participant Firm, associated person and an employee of a Participant, shall be deemed to encompass those persons and entities who were Exchange Participant or persons associated with a Participant at the time the circumstances occurred which gave rise to the controversy. Section 2. Simplified Arbitration. (a) Any dispute, claim or controversy, arising between a public customer(s) and an associated person or a Participant subject to arbitration under this Rule involving a dollar amount not exceeding $10,000 exclusive of attendant costs and interest, shall be arbitrated as hereinafter provided. (b) The Claimant shall file with the Director of Arbitration an executed Submission Agreement and a copy of the Statement of Claim of the controversy in dispute and the required deposit, together with documents in support of the Claim. Sufficient additional copies of the Submission Agreement and the Statement of Claim and supporting documents shall be provided to the Director of Arbitration for each party and the arbitrator. The Statement of Claim shall specify the relevant facts, the remedies sought, and whether a hearing is demanded. (c) The Claimant shall pay a filing fee and remit a hearing deposit as specified in Section 30 of this Rule upon filing of the Submission Agreement. The final disposition of the sum shall be determined by the arbitrator. (d) The Director of Arbitration shall endeavor to serve promptly by mail or otherwise on the Respondent(s) one (1) copy of the Submission Agreement and one (1) copy of the Statement of Claim. Within twenty (20) calendar days from receipt of the Statement of Claim, Respondent(s) shall serve each party with an executed Submission Agreement and a copy of Respondent's Rules of the Chicago Stock Exchange, Inc. Page 155

Answer. Respondent's executed Submission Agreement and Answer shall also be filed with the Director of Arbitration with sufficient additional copies for the arbitrator(s) along with any deposit required under the schedule of fees. The Answer shall designate all available defenses to the Claim and may set forth any related Counterclaim or related Third-Party Claim the Respondent(s) may have against the Claimant or any other person. If the Respondent(s) has interposed a Third-Party Claim, the Respondent(s) shall serve the Third-Party Respondent with an executed Submission Agreement, a copy of Respondent's Answer containing the Third-Party Claim, and a copy of the original Claim filed by the Claimant. The Third-Party Respondent(s) shall respond in the manner herein provided for response to the Claim. If the Respondent(s) files a related Counterclaim exceeding $10,000, the arbitrator may refer the Claim, Counterclaim, or Third-Party Claim, if any, to a panel of three (3) or more arbitrators in accordance with Section 8 of this Rule, or he may dismiss the Counterclaim or Third-Party Claim, without prejudice to the Counterclaimant(s) or Third-Party Claimant(s) pursuing the Counterclaim or Third-Party Claim in a separate proceeding. The costs to the Claimant under either proceeding shall in no event exceed the total amount specified in Section 30 of this Rule. (e) All parties shall serve promptly by mail or otherwise on all other parties and the Director of Arbitration, with sufficient additional copies for the arbitrator(s), a copy of the Answer, Counterclaim, Third-Party Claim, Amended Claim or other responsive pleading, if any. The Claimant, if a Counterclaim is asserted against him, shall within ten (10) calendar days either (1) serve on each party and on the Director of Arbitration with sufficient additional copies for the arbitrator(s) a Reply to any Counterclaim or, (2) if the amount of the Counterclaim exceeds the Claim, shall have the right to file a statement withdrawing the Claim. If the Claimant withdraws the Claim, the proceedings shall be discontinued without prejudice to the rights of the parties. (f) The dispute, claim or controversy shall be submitted to a single public arbitrator knowledgeable in the securities industry selected by the Director of Arbitration. Unless the public customer demands or consents to a hearing, or the arbitrator calls a hearing, the arbitrator shall decide the dispute, claim, or controversy solely upon the pleadings and evidence filed by the parties. If a hearing is necessary, such hearing shall be held as soon as practicable at a locale selected by the Director of Arbitration. (g) The Director of Arbitration may grant extensions of time to file any pleading upon a showing of good cause. (h) (1) The arbitrator shall be authorized to require the submission of further documentary evidence as he, in his sole discretion, deems advisable. (2) If a hearing is demanded or consented to, in accordance with Section 2(f), the general provision governing a pre-hearing proceeding under Section 20 of this Rule shall apply. (3) If no hearing is demanded or consented to, all requests for document production shall be submitted in writing to the Director of Arbitration within ten (10) business days of notification of the identity of the arbitrator selected to decide the case. The requesting party shall serve simultaneously its requests for document production on all parties. Any Rules of the Chicago Stock Exchange, Inc. Page 156

response or objection to the requested document production shall be served on all parties and filed with the Director of Arbitration within five (5) business days of receipt of the requests for production. The selected arbitrator shall resolve all requests under this section on the papers submitted. (i) Upon the request of the arbitrator, the Director of Arbitration shall appoint two (2) additional arbitrators to the panel which shall decide the matter in controversy. (j) In any case where there is more than one (1) arbitrator, the majority will be public arbitrators. (k) In his discretion, the arbitrator may, at the request of any party, permit such party to submit additional documentation relating to the pleadings. (l) Except as otherwise provided herein, the general arbitration rules of the Exchange shall be applicable to proceedings instituted under this Rule. Section 3. Hearing Requirements Waiver of Hearing. (a) Any dispute, claim or controversy, except as provided in Section 2 of this Rule (Simplified Arbitration), shall require a hearing unless all parties waive such hearing in writing and request that the matter be resolved solely upon the pleadings and documentary evidence. (b) Notwithstanding a written waiver of a hearing by the parties, a majority of the arbitrators may call for and conduct a hearing. In addition, any arbitrator may request the submission of further evidence. Section 4. Time Limitation upon Submission. No dispute, claim or controversy shall be eligible for submission to arbitration under this Rule where six (6) years shall have elapsed from the occurrence or event giving rise to the act or the dispute, claim or controversy. This section shall not extend applicable statutes of limitations, nor shall it apply to any case which is directed to arbitration by a court of competent jurisdiction. Section 5. Dismissal of Proceedings. At any time during the course of an arbitration, the arbitrators may, either upon their own initiative or at the request of a party, dismiss the proceeding and refer the parties to the remedies provided by law. The arbitrators shall, upon the joint request of the parties, dismiss the proceedings. Section 6. Settlements. All settlements upon any matter submitted shall be at the election of the parties. Section 7. Tolling of Time Limitation(s) for the Institution of Legal Proceedings and Extension of Time Limitation(s) for Submission to Arbitration. Rules of the Chicago Stock Exchange, Inc. Page 157

(a) Where permitted by law, the time limitation(s) which would otherwise run or accrue for the institution of legal proceedings shall be tolled when a duly executed Submission Agreement is filed by the claimant(s). The tolling shall continue for such period as the Exchange shall retain jurisdiction upon the matter submitted. (b) The six (6) year time limitation upon submission to arbitration shall not apply when the parties have submitted the dispute, claim, or controversy to a court of competent jurisdiction. The six (6) year time limitation shall not run for such period as the court shall retain jurisdiction upon the matter submitted. Section 8. Designation of the Number of Arbitrators. (a) (1) In all arbitration matters involving public customers and other non-participants where the matter in controversy exceeds $10,000, or where the matter in controversy does not involve or disclose a money claim, the Director of Arbitration shall appoint an arbitration panel which shall consist of no less than three (3) arbitrators, at least a majority of whom shall not be from the securities industry, unless the public customer or other non-participant requests a panel consisting of at least a majority from the securities industry. (2) An arbitrator will be deemed as being from the securities industry if he or she: (A) Is a person associated with a Participant, broker-dealer, government securities broker, government securities dealer, municipal securities dealer, or registered investment advisor, or (B) Has been associated with any of the above within the past five (5) years, or (C) Is retired from, or spent a substantial part of his or her business career in, any of the above, or (D) Is an attorney, accountant, or other professional who devoted twenty percent (20%) or more of his or her professional work effort to securities industry clients within the last two (2) years. (E) Is an individual who is registered under the Commodity Exchange Act or is a member of a registered futures association or any commodities exchange or is associated with any such person(s). (3) An arbitrator who is not from the securities industry shall be deemed a public arbitrator. A person will not be classified as a public arbitrator if he or she has a spouse or other member of the household who is a person associated with a registered broker dealer, municipal securities dealer, government securities broker, government securities dealer, or investment advisor. Rules of the Chicago Stock Exchange, Inc. Page 158

(b) Composition of Panels. The individuals who shall serve on a particular arbitration panel shall be determined by the Director of Arbitration. The Director of Arbitration may name the chairman of each panel. Section 9. Notice of Selection of Arbitrators. The Director of Arbitration shall inform the parties of the arbitrators' names, employment histories for the past ten (10) years, as well as information disclosed pursuant to Section 11, at least eight (8) business days prior to the date fixed for the first hearing session. A party may make further inquiry of the Director of Arbitration concerning an arbitrator's background. In the event that prior to the first hearing session, any arbitrator should become disqualified, resign, die, refuse, or otherwise be unable to perform as an arbitrator, the Director of Arbitration shall appoint a replacement arbitrator to fill the vacancy on the panel. The Director of Arbitration shall inform the parties as soon as possible of the name and employment history of the replacement arbitrator for the past ten (10) years, as well as information disclosed pursuant to Section 11 of this Rule. A party may make further inquiry of the Director of Arbitration concerning the replacement arbitrator's background and, within the time remaining prior to the first hearing session or the five (5) day period provided under Section 10 of this Rule, whichever is shorter, may exercise its right to challenge the replacement arbitrator as provided in Section 10 of this Rule. Section 10. Challenges. In any arbitration proceeding, each party shall have the right to one peremptory challenge. In arbitrations where there are multiple Claimants, Respondents, or Third-Party Respondents, the Claimants shall have one peremptory challenge, the Respondents shall have one peremptory challenge, and the Third-Party Respondents shall have one peremptory challenge, unless the Director of Arbitration determines that the interests of justice would be best served by awarding additional peremptory challenges. Unless extended by the Director of Arbitration, a party wishing to exercise a peremptory challenge must do so by notifying the Director of Arbitration in writing within five (5) business days of notification of the identity of the person(s) named under Section 20(d), (e) or Section 9, whichever comes first. There shall be unlimited challenges for cause. Section 11. Disclosures Required by Arbitrators. (a) Each arbitrator shall be required to disclose to the Director of Arbitration any circumstances that might preclude such arbitrator from rendering an objective and impartial determination. Each arbitrator shall disclose: (1) All direct or indirect financial or personal interest in the outcome of the arbitration. (2) Any existing or past financial, business, professional, family or social relationships that are likely to affect impartiality or might reasonably create an appearance of partiality or bias. Persons requested to serve as arbitrators should disclose all such relationships that they personally have with any party or its counsel, or with any individual whom they have Rules of the Chicago Stock Exchange, Inc. Page 159

been told will be a witness. They should also disclose all such relationships involving members of their families, or their current employers' partners or business associates. (b) Persons who are requested to accept appointment as arbitrators should make a reasonable effort to inform themselves of any interests or relationships described in paragraph (a) above. (c) The obligation to disclose interests, relationships, or circumstances that might preclude an arbitrator from rendering an objective and impartial determination described in subsection (a) hereof is a continuing duty that requires a person who accepts appointment as an arbitrator to disclose, at any stage of the arbitration, all such interests, relationships, or circumstances that arise, or that are recalled or discovered. (d) Prior to the commencement of the first hearing session, the Director of Arbitration may remove an arbitrator based on information disclosed pursuant to this section. The Director of Arbitration shall also inform the parties of all information disclosed pursuant to this section if the arbitrator who disclosed the information is not removed. Section 12. Disqualification or Other Disability of Arbitrators. In the event that any arbitrator, after the commencement of the first hearing session but prior to the rendition of the award, should become disqualified, resign, die, refuse, or otherwise be unable to perform as an arbitrator, the remaining arbitrator(s) may continue with the hearing and determination of the controversy unless such continuation is objected to by any party within five (5) days of notification of the vacancy on the panel. Upon objection, the Director of Arbitration shall appoint a new member to the panel to fill any vacancy. The Director of Arbitration shall inform the parties as soon as possible of the name and employment history for the past ten (10) years of the replacement arbitrator, as well as information disclosed pursuant to Section 11 of this Rule. A party may further ask the Director of Arbitration about the replacement arbitrator's background and, within the time remaining prior to the next scheduled hearing session or the five (5) day period provided under Section 10 of this Rule, whichever is shorter, may exercise its rights to challenge the replacement arbitrator as provided in Section 10 of this Rule. Section 13. Initiation of Proceedings. Except as otherwise provided herein, an arbitration proceeding under this Rule shall be instituted as follows: (a) Statement of Claim. The Claimant shall file with the Director of Arbitration an executed Submission Agreement, a Statement of Claim together with the documents in support of the Claim and the required deposit. Sufficient additional copies of the Submission Agreement and the Statement of Claim and supporting documents shall be provided to the Director of Arbitration for each party and for each arbitrator. The Statement of Claim shall specify the relevant facts and the remedies sought. The Director of Arbitration shall endeavor to serve promptly by mail or otherwise on the Respondent(s) one (1) copy of the Submission Agreement and one (1) copy of the Statement of Claim. Rules of the Chicago Stock Exchange, Inc. Page 160

(b) Service and Filing with the Director of Arbitration. For purposes of this Rule, service may be effected by mail or other means of delivery. Service and filing are accomplished on the date of mailing either by first-class postage prepaid or by means of overnight mail service or, in the case of other means of service, on the date of delivery. Filing with the Director of Arbitration shall be made on the same date as service. (c) Answers Defenses, Counterclaims, and Cross-Claims. (1) Within twenty (20) business days from receipt of the Statement of Claim, the Respondent(s) shall serve each party with an executed Submission Agreement and a copy of Respondent(s) Answer. An executed Submission Agreement and Answer of the Respondent(s) shall also be filed with the Director of Arbitration with sufficient additional copies for the arbitrator(s), along with any deposit required under the schedule of fees. The Answer shall specify all available defenses and relevant facts that will be relied upon at the hearing. It also may set forth any related Counterclaim the Respondent(s) may have against the Claimant, any Cross-Claim the Respondent(s) may have against any other named Respondent(s), and any Third-Party Claim against any other party or person based upon any existing dispute, claim, or controversy subject to arbitration under this Rule. (2) (A) A Respondent, Responding Claimant, Cross-Claimant, Cross-Respondent or Third-Party Respondent who pleads only a general denial as an answer may upon objection by a party, in the discretion of the arbitrators, be barred from presenting such fact or defense at the time of the hearing. (B) A Respondent, Responding Claimant, Cross-Claimant, Cross-Respondent or Third-Party Respondent who fails to specify all available defenses and relevant facts in such party's Answer, may, upon objection by a party, in the discretion of the arbitrators, be barred from presenting such facts or defenses not included in such party's Answer at the hearing. (C) A Respondent, Responding Claimant, Cross-Claimant, Cross-Respondent or Third-Party Respondent who fails to file an answer within twenty (20) business days from receipt of service of a Claim, unless the time to answer has been extended pursuant to paragraph (c)(5), may, in the discretion of the arbitrators, be barred from presenting any matter, arguments or defenses at the hearing. (3) Respondent(s) shall serve each party with a copy of all Third-Party Claims. The Third- Party Claim shall also be filed with the Director of Arbitration with sufficient additional copies for the arbitrator(s), along with any deposit required under the schedule of fees. Third-Party Respondent(s) shall answer in the manner provided for response to the Claim, as provided in (1) and (2) above. Rules of the Chicago Stock Exchange, Inc. Page 161

(4) The Claimant shall serve each party with a Reply to a Counterclaim within ten (10) business days of receipt of an Answer containing a Counterclaim. The Reply shall also be filed with the Director of Arbitration with sufficient additional copies for the arbitrator(s). (5) The Director of Arbitration may extend any time period in this section (whether such be denominated as a Claim, Answer, Counterclaim, Cross-Claim, Reply, or Third-Party pleading). (d) Joining and Consolidation Multiple Parties. (1) Permissive Joinder. All persons may join in one action as claimants if they assert any right to relief jointly, severally, or arising out of the same transaction, occurrence, or series of transactions or occurrences and if any question of law or fact common to all these claimants will arise in the action. All persons may be joined in one action as respondents if there is asserted against them jointly or severally any right to relief arising out of the same transaction, occurrence, or series of transactions or occurrences and if any question of law or fact common to all respondents will arise in the action. A claimant or respondent need not assert rights to or defend against all the relief demanded. Judgment may be given for one or more of the claimants according to their respective rights to relief, and against one or more respondents according to their respective liabilities. (2) In arbitrations where there are multiple Claimants, Respondents or Third Party Respondents, the Director or Arbitration shall be authorized to determine preliminarily whether such parties should proceed in the same or separate arbitrations. Such determinations will be considered subsequent to the filing of all responsive pleadings. (3) The Director of Arbitration shall be authorized to determine preliminarily whether claims filed separately are related and shall be authorized to consolidate such claims for hearing and award purposes. (4) Further determinations with respect to joining, consolidation, and multiple parties under this subsection shall be made by the arbitration panel and shall be deemed final. Section 14. Designation of Time and Place of Hearings. The time and place for the initial hearing shall be determined by the Director of Arbitration and each hearing thereafter by the arbitrators. Notice of the time and place for the initial hearing shall be given at least eight (8) business days prior to the date fixed for the hearing by personal service, registered, or certified mail to each of the parties unless the parties shall, by their mutual consent, waive the notice provisions under this section. Notice for each hearing, thereafter, shall be given as the arbitrators may determine. Attendance at a hearing waives notice thereof. Rules of the Chicago Stock Exchange, Inc. Page 162

Section 15. Representation by Counsel. All parties shall have the right to representation by counsel at any stage of the proceedings. Section 16. Attendance at Hearings. The attendance or presence of all persons at hearings, including witnesses, shall be determined by the arbitrators. However, all parties to the arbitration and their counsel shall be entitled to attend all hearings. Section 17. Failure to Appear. If any of the parties, after due notice, fails to appear at a hearing or at any continuation of a hearing session, the arbitrators may, in their discretion, proceed with the arbitration of the controversy. In such cases, all awards shall be rendered as if each party had entered an appearance in the matter submitted. Section 18. Adjournments. (a) The arbitrators may, in their discretion, adjourn any hearing(s) either on their own initiative or on the request of any party to the arbitration. (b) A party requesting an adjournment after arbitrators have been appointed shall, if an adjournment is granted, deposit a fee, equal to the initial deposit of forum fees for the first adjournment and twice the initial deposit of forum fees, not to exceed $1,000, for a second or subsequent adjournment requested by that party. The arbitrators may waive the deposit of this fee or in their awards may direct the return of the adjournment fee. (c) Upon receiving a third request consented to by all parties for an adjournment, the arbitrators may dismiss the arbitration without prejudice to the Claimant filing a new arbitration. Section 19. Acknowledgment of Pleadings. The arbitrators shall acknowledge to all parties present that they have read the pleadings filed by the parties. Section 20. General Provisions Governing Pre-Hearing Proceeding. (a) Requests for Documents and Information.The parties shall cooperate to the fullest extent practicable in the voluntary exchange of documents and information to expedite the arbitration. Any request for documents or other information should be specific, relate to the matter in controversy, and afford the party to whom the request is made a reasonable period of time to respond without interfering with the time set for the hearing. (b) Document Production and Information Exchange. Rules of the Chicago Stock Exchange, Inc. Page 163

(1) Any party may serve a written request for information or documents ("information request") upon another party twenty (20) business days or more after service of the Statement of Claim by the Director of Arbitration or upon filing of the Answer, whichever is earlier. The requesting party shall serve the information request on all parties and file a copy with the Director of Arbitration. The parties shall endeavor to resolve disputes regarding an information request prior to serving any objection to the request. Such efforts shall be set forth in the objection. (2) Unless a greater time is allowed by the requesting party, information requests shall be satisfied or objected to within thirty (30) calendar days from the date of service. Any objection to an information request shall be served by the objecting party on all parties and filed with the Director of Arbitration. (3) Any response to objection to information requests shall be served on all parties and filed with the Director of Arbitration within ten (10) calendar days of receipt of the objection. (4) Upon the written request of a party whose information request is unsatisfied, the matter will be referred by the Director of Arbitration to either a pre-hearing conference under paragraph (d) of this section or to a selected arbitrator under paragraph (e) of this section. (c) Pre-Hearing Exchange. At least ten (10) calendar days prior to the first scheduled hearing date, all parties shall serve on each other copies of documents in their possession and shall identify witnesses they intend to present at the hearing. The arbitrator(s) may exclude from the arbitration any documents not exchanged or witnesses not identified at that time. This paragraph does not require service of copies of documents or identification of witnesses that parties may use for crossexamination or rebuttal. (d) Pre-Hearing Conference. (1) Upon the written request of a party, an arbitrator, or at the discretion of the Director of Arbitration, a pre-hearing conference shall be scheduled. The Director of Arbitration shall set the time and place of a pre-hearing conference and appoint a person to preside. The prehearing conference may be held by telephone conference call. The presiding person shall seek to achieve agreement among the parties on any issues that relate to the pre-hearing process or to the hearing, including but not limited to, the exchange of information, exchange or production of documents, identification of witnesses, identification and exchange of hearing documents, stipulations of fact, identification and briefing of contested issues, and any other matters that will expedite the arbitration proceedings. (2) Any issues raised at the pre-hearing conference that are not resolved may be referred by the Director of Arbitration to a single member (a public member in the event of a matter involving a public customer) of the Arbitration Panel for decision. Rules of the Chicago Stock Exchange, Inc. Page 164

(e) Decisions by Selected Arbitrator. The Director of Arbitration may appoint a single member of the Arbitration Panel to decide all unresolved issues referred to under this section. In matters involving public customers, such single arbitrator shall be a public arbitrator except that the arbitrator may be either public or industry if the public customer has requested a panel consisting of a majority of arbitrators from the securities industry. Such arbitrator shall be authorized to act on behalf of the panel to issue subpoenas, direct appearances of witnesses, production of documents, set deadlines and issue any other appropriate ruling which will expedite the arbitration proceedings or is necessary to permit any party to develop fully its case. Decisions under this paragraph shall be based upon the papers submitted by the parties, unless the arbitrator calls a hearing. The arbitrator may elect to refer any issue under this paragraph to the full panel. (f) Subpoenas. The arbitrator(s) and any counsel of record to the proceeding shall have the power of the subpoena process as provided by law. All parties shall be given a copy of the subpoena upon its issuance. The parties shall produce witnesses and present proofs to the fullest extent possible without resort to the subpoena process. (g) Power to Direct Appearances and Production of Documents. The arbitrator(s) shall be empowered without resort to the subpoena process to direct the appearance of any person employed by or associated with any member or member organization of the Exchange or the production of any records in the possession or control of such persons or members. Unless the arbitrator(s) direct otherwise, the party requesting the appearance of a person or the production of documents under this section shall bear all reasonable costs of such appearance or production. Section 21. Evidence. The arbitrators shall determine the materiality and relevance of any evidence proffered and shall not be bound by rules governing the admissibility of evidence. Section 22. Interpretation and Enforcement of Arbitrator Rulings. The arbitrator(s) shall be empowered to interpret and determine the applicability of all provisions under this Rule and to take appropriate action to obtain compliance with any ruling by the arbitrator(s). Such interpretations and actions to obtain compliance shall be final and binding upon the parties. Section 23. Determinations of Arbitrators. All rulings and determinations of the panel shall be by a majority of the arbitrators. Section 24. Record of Proceedings. A verbatim record by stenographic reporter or tape recording of all arbitration hearings shall be kept. If a party or parties to a dispute elect to have the record transcribed, the party or parties making the request shall bear the cost of such transcription unless the arbitrators direct otherwise. Rules of the Chicago Stock Exchange, Inc. Page 165

The arbitrators may also direct that the record be transcribed. If the record is transcribed at the request of any party, a copy shall be provided to the arbitrator. Section 25. Oaths of the Arbitrators and Witnesses. Prior to the commencement of the first session, an oath or affirmation shall be administered to the arbitrator(s). All testimony shall be under oath or affirmation. Section 26. Amendments. (a) After the filing of any pleadings, if a party desires to file a new or different pleading, such change must be made in writing and filed with the Director of Arbitration with sufficient additional copies for each arbitrator. The party filing a new or different pleading shall serve on all other parties, a copy of the new or different pleading in accordance with the provisions set forth in Section 13(b) of this Rule. The other parties may, within ten (10) business days from the receipt of service, file a response with all other parties and the Director of Arbitration in accordance with Section 13(b) of this Rule. (b) After a panel has been appointed, no new or different pleading may be filed except for a responsive pleading as provided for in (a) above or with the panel's consent. Section 27. Reopenings of Hearings. Where permitted by law, the hearings may be reopened by the arbitrators on their own motion or in the discretion of the arbitrators upon application of a party at any time before the award is rendered. Section 28. Awards. (a) All awards shall be in writing and signed by a majority of the arbitrators or in such manner as is required by law. Such awards may be entered as a judgment in any court of competent jurisdiction. (b) Unless the law directs otherwise, all awards rendered pursuant to this Rule shall be deemed final and not subject to review or appeal. (c) The Director of Arbitration shall endeavor to serve a copy of the award: (1) by registered or certified mail upon all parties, or their counsel, at the address of record; or (2) by personally serving the award upon the parties; or (3) by filing or delivering the award in such manner as may be authorized by law. Rules of the Chicago Stock Exchange, Inc. Page 166

(d) The arbitrator(s) shall endeavor to render an award within thirty (30) business days from the date the record is closed. (e) The Award shall contain the name of the parties, the name(s) of counsel, if any, a summary of the issues, including the type(s) of any security or product, in controversy, the damages or other relief requested, the damages or other relief awarded, a statement of any other issues resolved, the names of the arbitrators, the date the Claim was filed and the Award rendered, the number and dates of hearing sessions, the location of the hearing(s), and the signatures of the arbitrators concurring in the Award. (f) The Awards shall be made publicly available, provided however, that the name of the customer party to the arbitration will not be publicly available if he or she so requests in writing. (g) All monetary awards shall be paid within thirty (30) days of receipt unless a motion to vacate has been filed with a court of competent jurisdiction. An award shall bear interest from the date of the award (1) if not paid within thirty (30) days of receipt, (2) if the award is the subject of a motion to vacate which is denied, or (3) as specified by the arbitrator(s) in the award. Interest shall be assessed at the legal rate, if any, then prevailing in the state where the award was rendered, or at a rate set by the arbitrator(s). Section 29. Agreement to Arbitrate. This Rule shall be deemed a part of and incorporated by reference in every agreement to arbitrate under the Bylaws and Rules of the Exchange including a duly-executed Submission Agreement. Section 30. Schedule of Fees. (a) At the time of filing a Claim, Counterclaim, a Third-Party Claim, or Cross-Claim, a party shall pay a non-refundable filing fee and shall remit a hearing session deposit with the Exchange in the amounts indicated in the schedules below unless such fee or deposit is specifically waived by the Director of Arbitration. Where multiple hearing sessions are required, the arbitrator(s) may require any of the parties to make additional hearing deposits for each additional hearing session. In no event shall the amount deposited by all parties per hearing session exceed the amount of the largest initial hearing deposit made by any party under the schedule below. (b) A hearing session is any meeting between the parties and the arbitrator(s), including a prehearing conference with an arbitrator, which lasts four (4) hours or less. The forum fee for a prehearing conference with an arbitrator shall be the amount set forth in the schedules below as a hearing session deposit for a hearing with a single arbitrator. (c) The arbitrators, in their award, shall determine the amount chargeable to the parties as forum fees and shall determine who shall pay such forum fees. Forum fees chargeable to the parties shall be assessed on a per hearing session basis and the aggregate for each hearing session may equal Rules of the Chicago Stock Exchange, Inc. Page 167

but shall not exceed the amount of the largest initial hearing deposit deposited by any party, except in a case where claims have been joined subsequent to filing in which cases hearing session fees shall be computed as provided in paragraph (d). The arbitrators may determine in the award that a party shall reimburse to another party any non-refundable filing fee it has paid. If a customer is assessed forum fees in connection with an industry claim, forum fees assessed against the customer shall be based on the hearing deposit required under the industry claims schedule for the amount awarded to industry parties to be paid by the customer and not based on the size of the industry claim. No fees shall be assessed against a customer in connection with an industry claim that is dismissed. However, in cases where there is also a customer claim, the customer may be assessed forum fees based on the customer claim under the procedures set out above. Amounts deposited by a party as hearing deposits shall be applied against forum fees, if any. In addition to forum fees, the arbitrator(s) may determine in their award the amount of costs incurred pursuant to Sections 18, 20, and 24 of this Rule and, unless applicable law directs otherwise, other costs and expenses of the parties and arbitrator(s) which are within the scope of the agreement of the parties. The arbitrator(s) shall determine by whom such costs shall be borne. If the hearing session fees are not assessed against a party who had made a hearing deposit, the hearing deposit will be refunded unless the arbitrators determine otherwise. (d) For claims filed separately and subsequently joined or consolidated under Section 13(d) of this Rule, the hearing deposit and forum fees assessable per hearing session after joinder or consolidation shall be based on the cumulative amount in dispute. The arbitrator(s) shall determine by whom such forum fees shall be borne. (e) If the dispute, claim, or controversy does not involve, disclose or specify a money claim, the non-refundable filing fee shall be $250 and the hearing session deposit to be remitted by a party shall be $600 or such greater or lesser amounts as the Director of Arbitration or the panel of arbitrators may require, but shall not exceed $1,500. (f) The Exchange shall retain the total initial amount deposited as hearing session deposits by all the parties in any matter submitted and settled or withdrawn within eight business days of the first scheduled hearing session other than a pre-hearing conference. (g) Any matter submitted and thereafter settled or withdrawn subsequent to the commencement of the first hearing session, including a pre-hearing conference with an arbitrator, shall be subject to an assessment of forum fees and costs incurred pursuant to Sections 18, 20, and 24 of this Rule based on hearing sessions held and scheduled within eight business days of the Exchange received notice that the matter has been settled or withdrawn. The arbitrator(s) shall determine by whom such forum fees and costs shall be borne. Rules of the Chicago Stock Exchange, Inc. Page 168

Schedule of Fees Public Customer Claimant Filing Hearing Deposit Amount In Dispute Fee Paper 1 Arb. * 3 Arb. $1,000 or less $15 $15 $ 15 * - $1,001 $2,500 $25 $25 $ 25 * - $2,501 $5,000 $50 $75 $100 * - $5,001 $10,000 $75 $75 $200 * - $10,001 $30,000 $100 - $300 $400 $30,001 $50,000 $120 - $300 $400 $50,001 $100,000 $150 - $300 $500 $100,001 $500,000 $200 - $300 $750 $500,001 $5,000,000 $250 - $300 $1,000 Over $5,000,000 $300 - $300 $1,500 * The 1 Arbitrator column also sets forth the forum fees for pre-hearing conferences with a single arbitrator. Industry Claimant * Filing Hearing Deposit Amount In Dispute Fee Paper 1 Arb. 3 Arb. $1,000 or less $500 $75 $300 * - $1,001 $2,500 $500 $75 $300 * - $2,501 $5,000 $500 $75 $300 * - $5,001 $10,000 $500 $75 $300 * - $10,001 $30,000 $500 - $300 $600 $30,001 $50,000 $500 - $300 $600 $50,001 $100,000 $500 - $300 $600 $100,001 $500,000 $500 - $300 $750 $500,001 $5,000,000 $500 - $300 $1,000 Over $5,000,000 $500 - $300 $1,500 * This is the fee schedule for claims submitted by Participants or Participant Firms, against public customers, registered representatives or non-participants other than public customers, and for claims submitted by registered representatives or non- Participants other than public customers against Participants or Participant Firms or non-participants. The one arbitrator column also sets forth the forum fee for pre-hearing conferences with a single arbitrator. Rules of the Chicago Stock Exchange, Inc. Page 169

Controversies Amount In Dispute Filing Fee Pre- Hearing Hearing Conference Deposit $10,000 or less $100 $150 $200 $10,001 to $100,000 $200 $300 $750 $100,001 or more $300 $500 $1,000 Section 31. Requirements When Using Pre-Dispute Arbitration Agreements With Customers. (a) Any pre-dispute arbitration clause shall be highlighted and shall be immediately preceded by the following disclosure language (printed in outline form as set forth herein) which shall also be highlighted: (1) Arbitration is final and binding on the parties. (2) The parties are waiving their right to seek remedies in court, including the right to jury trial. (3) Pre-arbitration discovery is generally more limited than and different from court proceedings. (4) The arbitrator's award is not required to include factual findings or legal reasoning and any party's right to appeal or to seek modification of rulings by the arbitrators is strictly limited. (5) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. (b) Immediately preceding the signature line, there shall be a statement that shall be highlighted that the agreement contains a pre-dispute arbitration clause. This statement shall also indicate at what page and paragraph the arbitration clause is located. (c) A copy of the agreement containing any such clause shall be given to the customer who shall acknowledge receipt thereof on the agreement or on a separate document. (d) No agreement shall include any condition that limits or contradicts the rules of any selfregulatory organization or limits the ability of a party to file any claim in arbitration or limits the ability of the arbitrators to make any award. Rules of the Chicago Stock Exchange, Inc. Page 170

(e) All agreements shall include a statement that "No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until (1) the class certification is denied; or (2) the class is decertified; or (3) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this agreement except to the extent stated herein." (f) The requirements of this section shall apply only to new agreements signed by an existing or new customer of a member or member organization after January 5, 1990. Amended September 29, 2006; Corrected erroneous omissions and references in Section 2(h)(ii), Section 13(c)(3) on May 23, 2012; Amended May 22, 2014 (SR-CHX-2014-07). Rules of the Chicago Stock Exchange, Inc. Page 171

ARTICLE 15. Hearings and Reviews Rule 1. Applicability (a) This rule sets out the procedures that may be used to seek an opportunity to be heard and to appeal from certain decisions made by the Exchange pursuant to CHX Rules. Decisions that may be reviewed pursuant to Article 15 shall be noted in the relevant CHX rule. (b) This rule shall not apply to appeals from disciplinary actions or to actions in arbitration. This rule shall permit appeals only by the person or entity that was the subject of the Exchange's decision. Amended September 29, 2006; March 1, 2012 (SR-CHX-2012-02); March 30, 2016 (SR-CHX- 2016-04). Rule 2. Submission of Requests for Hearing A person who is aggrieved by any action of the Exchange within the scope of this rule and who seeks an opportunity to be heard shall file a written request, with the Secretary of the Exchange, within thirty (30) calendar days after receiving notice of the Exchange's decision. The request shall identify the action complained of, the specific reasons for taking exception to the decision and the relief sought. Amended September 29, 2006. Rule 3. Hearing Panel All hearings under this article shall be held by the Exchange's Executive Committee, unless the Executive Committee determines, in its sole discretion, to appoint a panel of five of its members to consider the matter. No member of the Executive Committee may hear a matter if he or she has any direct or indirect interest in the matter which might preclude that person from rendering an objective and impartial determination. Amended September 29, 2006. Rule 4. Extensions of Time The Executive Committee or, if applicable, the panel of the Executive Committee hearing the matter may grant the aggrieved party an extension of time to submit a request for hearing, upon a showing of good cause. The applicant seeking the extension of time must submit the extension request, to the Secretary of the Exchange, within the time periods set out in Rules 2 or 3, whichever is applicable to the matter. Rulings on requests for extensions of time are not subject to appeal. Rules of the Chicago Stock Exchange, Inc. Page 172

Amended September 29, 2006. Rule 5. Submission of Supporting Materials Copies of all materials that will be submitted by any party, and a list of any witnesses that will testify, shall be submitted to the Secretary of the Exchange at least 72 hours before the hearing is scheduled to begin. The Secretary of the Exchange shall make these materials available for review by all other parties to the matter. Amended September 29, 2006. Rule 6. Notice of Hearing The Secretary of the Exchange shall notify each party of the date and time of the hearing at least 72 hours before the hearing is scheduled to begin. Amended September 29, 2006. Rule 7. Conduct of Hearing Each party to the proceeding shall have the right to be represented by counsel. Formal rules of evidence shall not apply; the Executive Committee (or, where applicable, the panel of the Executive Committee hearing the matter) may consider any matter it believes will aid it in reaching a reasonable and just decision. A transcript of the proceeding shall be made. The Executive Committee (or, where applicable, the panel hearing the matter) shall regulate the conduct of the hearing, but shall permit each party to make an opening statement, present witnesses and documentary evidence, cross-examine opposing witnesses and present closing arguments, either orally or in writing. The Executive Committee (or the panel hearing the matter) shall also have the right to question all parties and witnesses. The Executive Committee (or the panel hearing the matter) shall hear the case on a de novo basis. Amended September 29, 2006. Rule 8. Decision Decision. The Executive Committee, or the panel hearing the matter, shall determine, by a majority vote of those present, whether to affirm, reverse or modify the underlying decision that formed the basis for the hearing. The decision shall be placed in writing, shall set forth the reasons upon which the decision is based and shall be issued within 90 days of the later to occur of the last day of the hearing or the last day on which any post-hearing briefs were submitted, unless good cause exists for an extension of this date. Rules of the Chicago Stock Exchange, Inc. Page 173

Amended September 29, 2006. Rule 9. Appeal from Executive Committee decision Any decision of the Executive Committee (or a panel hearing a matter) can be reviewed by the Board of Directors on its own motion or at the request of any party to the underlying hearing. Any request for review must be made in writing, within 30 days after the decision is issued. The request for review must identify the findings and conclusions to which exceptions are taken, together with the reasons for such exceptions. The other party may submit a response to the request for review. The Board of Directors may permit the parties to submit additional briefing materials and may determine a schedule for the submission of those materials. The Board of Directors shall review materials submitted by all parties, as well as the hearing transcript and any materials that submitted at the hearing, in making its determination. The Board of Directors may determine, in its sole discretion, whether or not to permit oral argument. The Board of Directors shall determine, by a majority vote of those present, whether to affirm, reverse or modify the decision of the Executive Committee (or of the Executive Committee panel), but shall not overturn that decision if the factual conclusions are supported by substantial evidence and the decision is not arbitrary, capricious or an abuse of discretion. The Board's decision shall be placed in writing, shall set forth the reasons upon which the decision is based and shall be issued within 90 days of the later to occur of the last day of the oral argument (if any) or the last date on which the Board considered the matter, unless good cause exists for an extension of this date. Amended September 29, 2006. Rules of the Chicago Stock Exchange, Inc. Page 174

ARTICLE 16. Market Makers Rule 1. Registration of Market Makers (a) Application process. A Participant may only act as a Market Maker in a particular security if it is properly registered as a Market Maker, assigned to securities and remains in good standing pursuant to this Article 16. A Participant that wishes to register as a Market Maker shall file an application in writing on such form as the Exchange may prescribe. Applications shall be reviewed by the Exchange, which shall consider such factors including, but not limited to, the Participant s capital, operations, personnel, technical resources and disciplinary history. (b) Approval of application. In the event a Participant s application to become a Market Maker has been approved by the Exchange, Participant s registration as a Market Maker shall become effective upon receipt by the Participant of a notice of approval by the Exchange. Thereafter, a Market Maker shall only be permitted to make markets in securities to which it has been assigned, pursuant to Rule 2 below. (c) Denial of application. In the event a Participant s application to become a Market Maker has been denied by the Exchange, the Exchange shall communicate the denial in writing to Participant, which will include a summary of the Exchange s reasons for the denial. An unsuccessful Participant applicant may seek review of the Exchange s decision pursuant to this paragraph (c) under the provisions of Article 15. (d) Suspension or termination of registration. The Exchange may suspend, terminate or otherwise limit a Participant s registration as a Market Maker upon a determination of any substantial or continued failure by the Market Maker to engage in dealings in accordance with Rule 4 below or failure to meet any other obligations as set forth in CHX Rules. Nothing in this paragraph (d) will limit any other power of the Exchange to discipline a Participant pursuant to CHX Rules. A Participant may terminate its status as a Market Maker voluntarily by completing the appropriate form and submitting it to the Exchange. A Participant that terminates its status as a Market Maker that wishes to re-register as a Market Maker must submit a new application pursuant to paragraph (a) above. A Participant whose Market Maker registration has been involuntarily suspended, terminated or otherwise limited pursuant to this paragraph (d) may seek review under the provisions of Article 15. The Exchange may involuntarily withdraw a Participant from one or more assigned securities pursuant to Rule 2(e) below without suspending or terminating the Participant s registration as a Market Maker pursuant to this paragraph (d). Rules of the Chicago Stock Exchange, Inc. Page 175

(e) Emergency registration and/or assignment. Where emergency circumstances require the expedited registration of a Market Maker and/or assignment of securities thereto, the Exchange may make such registrations and/or assignments of securities on a temporary basis, at the Exchange s discretion, in the interests of maintaining fair and orderly markets. (f) Market Maker as dealer. A Market Maker is designated as a dealer for all purposes under the Exchange Act and the rules and regulations thereunder. Market Makers may trade only on a proprietary basis and may not handle any agency orders, subject to Rule 5 below. A Market Maker shall establish at least one separately designated CHX Market Maker Trading Account through which all and only market making activities in securities assigned to the Market Maker shall originate. To the extent that a Participant wishes to act as a Market Maker and also handle orders from customers, it must create and strictly enforce information barrier procedures pursuant to Rule 5 below. Since Exchange-registered Market Makers are not permitted to handle agency orders, the Matching System will reject any cross orders that originate from a CHX Market Maker Trading Account. Adopted March 30, 2016 (SR-CHX-2016-04). Rule 2. Assignment of Securities to Market Makers (a) Assignment of securities. The Exchange will post on its website a list of all issues that are, or soon will be, trading on the Exchange and that are available for assignment to a Market Maker. Prior to beginning any market making activities in a security on the Exchange, Market Maker shall communicate its selected securities and the date on which the Market Maker intends to begin market making activities in the selected securities ( effective date ), to the Exchange in writing, on a form prescribed by the Exchange, by no later than 9 a.m. on the trading day immediately preceding the effective date; provided the Exchange may, at its discretion, (1) delay the assignment date in one or more selected securities; and/or (2) deny assignment in one or more selected securities. In the event the Exchange delays and/or denies assignment of securities pursuant to paragraph (a)(1) and/or (2) above, the Exchange shall notify the Market Maker in writing of such action(s). If the Exchange does not delay and/or deny assignment of securities pursuant to paragraph (a)(1) and/or (2) above, the selected securities shall be deemed assigned to the Market Maker as of the relevant effective date(s); provided prior written approval of assignment by the Exchange shall be required for -1- a Market Maker s initial selection of 500 or more securities or -2- each request to add 100 or more securities if the Market Marker is already assigned 500 securities. (b) Relevant factors. In considering whether to deny, delay and/or approve the assignment of securities pursuant to paragraph (a) above, the Exchange may consider, among other things, the: (1) financial resources available to the Market Maker; Rules of the Chicago Stock Exchange, Inc. Page 176

(2) Market Maker s experience, expertise and past performance in making markets, including the Market Maker s performance in other securities; (3) Market Maker s operational capability; (4) maintenance and enhancement of competition among Market Makers in each security in which they are registered; (5) existence of satisfactory arrangements for clearing the Market Maker s transactions; and (6) character of the market for the security, e.g., price, volatility, and relative liquidity. (c) Voluntary withdrawal in assigned securities. A Market Maker may voluntarily withdraw from an assigned security by providing the Exchange with written notice of such withdrawal, which must be received by the Exchange no later than 9 a.m. on the trading day immediately preceding the date on which the change is to take effect or as otherwise permitted by the Exchange. The Exchange may place such other conditions on voluntary withdrawal and subsequent reassignment of a security following withdrawal as it deems appropriate in the interests of maintaining fair and orderly markets. A Market Maker that voluntarily withdraws in a security may not make markets in that security for twenty (20) calendar days. A Market Maker that fails to give advanced written notice of voluntary withdrawal to the Exchange may be subject to formal disciplinary action. The Exchange may terminate a Participant s registration as a Market Maker, pursuant to Rule 1(d) above if a Market Maker voluntarily withdraws from all of its assigned securities. (d) Temporary withdrawal in assigned securities. A Market Maker may receive Exchange approval for a temporary withdrawal as a Market Maker in one or more securities in the following circumstances: (1) Software, hardware, connectivity or other problems interfere with the Market Maker's ability to appropriately send bids or offers to the Exchange or otherwise act as a Market Maker; (2) Legal or regulatory considerations temporarily prevent the Participant from acting as a Market Maker in an assigned security; or (3) Other circumstances, including, but not limited to, those that are beyond a Market Maker's control or that interfere with the Participant's ability to act as a Market Maker in an assigned security. Each request for a temporary withdrawal by a Market Maker must be made in writing in a form prescribed by the Exchange and, whenever practicable, must be made prior to the condition that Rules of the Chicago Stock Exchange, Inc. Page 177

causes a Market Maker to be unable to continue in that role. The Exchange may grant a request for a temporary withdrawal for up to sixty (60) days, which may be extended by the Exchange at its discretion. A Participant that was denied a temporary withdrawal pursuant to this paragraph (d) may seek review under the provisions of Article 15. (e) Involuntary withdrawal in assigned securities. The Exchange may suspend or terminate a Market Maker's assignment to one or more securities whenever the Exchange determines that: (1) Market Maker has not met any of its obligations as set forth under CHX Rules, including Rule 4 below; or (2) Market Maker has failed to maintain fair and orderly markets. A Participant whose assignment to one or more securities has been suspended or terminated pursuant to this paragraph (e) may seek review under the provisions of Article 15. Interpretations and Policies:.01 There may be more than one Market Maker assigned to a security traded on the Exchange. The Exchange may limit the number of Market Makers assigned to any security at its discretion. Adopted March 30, 2016 (SR-CHX-2016-04). Rule 3. Obligations of Market Maker Authorized Traders ( MMATs ) (a) General. MMATs are permitted to enter orders only for the Market Maker Trading Account(s) of the Market Maker for which they are registered. (b) Registration of MMATs. The Exchange may, upon receiving an application in writing from a Market Maker on a form prescribed by the Exchange, register a person as an MMAT, consistent with the following minimum requirements: (1) MMATs may be officers, partners, employees or other associated persons of Participants that are registered with the Exchange as Market Makers pursuant to Rule 1 above. (2) To be eligible for registration as a MMAT, a person must be registered with the Exchange as provided in Article 6 and complete any other training and/or certification programs as may be required by the Exchange. Rules of the Chicago Stock Exchange, Inc. Page 178

(3) The Exchange may require a Market Maker to provide any and all additional information the Exchange deems necessary to establish whether registration should be granted. (4) The Exchange may grant a person conditional registration as an MMAT subject to any conditions it considers appropriate in the interests of maintaining a fair and orderly market. (5) A Market Maker must ensure that an MMAT is properly qualified to perform market making activities, including, but not limited to, ensuring the MMAT has met the requirements set forth under paragraph (b)(2) of this Rule. (6) A person cannot be registered both as an MMAT and as an Institutional Broker Representative, as defined under Article 1, Rule 1(gg). (c) Suspension or Termination of Registration. (1) Pursuant to Article 13, Rule 2, the Exchange may suspend or terminate the registration previously given to a person to be an MMAT if the Exchange determines that the: (A) person has caused the Market Maker to fail to comply with the securities laws, rules and or the Bylaws, Rules and procedures of the Exchange; (B) (C) or (D) person is not properly performing the responsibilities of an MMAT; person has failed to meet the conditions set forth under paragraph (b) above; MMAT has failed to maintain fair and orderly markets. (2) If the Exchange suspends or terminates the registration of an individual as an MMAT, the Market Maker must not allow the individual to submit orders into the Matching System. (3) The registration of an MMAT will be terminated upon the written request of the Participant for which the MMAT is registered. Such written request shall be submitted on a form prescribed by the Exchange. Adopted March 30, 2016 (SR-CHX-2016-04) Rules of the Chicago Stock Exchange, Inc. Page 179

Rule 4. Obligations of Market Makers (a) General. Market Makers in one or more securities traded on the Exchange must engage in a course of dealings for their own account to assist in the maintenance, insofar as reasonably practicable, of fair and orderly markets on the Exchange in accordance with CHX Rules. The responsibilities and duties of a Market Maker specifically include, but are not limited to, the following: (1) Maintain continuous quotations consistent with the requirements of paragraph (d) below; (2) Remain in good standing with the Exchange and in compliance with all CHX Rules applicable to it; (3) Inform the Exchange of any material change in financial or operational condition or in personnel; (4) Maintain a current list of MMATs who are permitted to enter orders on behalf of the Market Maker and provide an updated version of this list to the Exchange upon any change in MMATs; (5) Clear and settle transactions through the facilities of a registered clearing agency. This requirement may be satisfied by direct participation, use of direct clearing services, or by entry into a correspondent clearing arrangement with another Participant that clears trades through such agency; and (6) Comply with the requirements of Rule 5 below, as applicable. (b) A Market Maker shall be responsible for the acts and omissions of its MMATs. (c) If the Exchange finds any substantial or continued failure by a Market Maker to engage in a course of dealings as specified under this Rule, such Market Maker may be subject to disciplinary action by the Exchange pursuant to Rule 1(d) and/or Rule 2(e) above. Nothing in this Rule 4 will limit any other power of the Exchange under the Bylaws, Rules, or procedures of the Exchange with respect to the registration of a Market Maker or MMAT or in respect of any violation by a Market Maker or MMAT of the provisions of this Rule 4. (d) Quotation Requirements and Obligations (1) Two-Sided Quote Obligation. For each security in which a Participant is registered as a Market Maker, the Participant shall be willing to buy and sell such security for its own account on a continuous basis during the Open Trading State, as defined under Article 1, Rule 1(qq), and shall enter and maintain a two-sided trading interest ( Two-Sided Obligation ) that is identified to the Exchange as the interest meeting the obligation and is displayed in the Exchange s quotation montage during the Open Trading State. Interest Rules of the Chicago Stock Exchange, Inc. Page 180

eligible to be considered as part of a Market Maker s Two-Sided Obligation shall have a displayed quotation size of at least one normal unit of trading (or a larger multiple thereof); provided, however, that a Market Maker may augment its Two-Sided Obligation size to display limit orders priced at the same price as the Two-Sided Obligation. Unless otherwise designated, a "normal unit of trading" shall be 100 shares. After an execution against its Two-Sided Obligation or upon the conclusion of a SNAP Cycle, as described under Article 18, Rule 1, a Market Maker must ensure that additional trading interest exists in the Exchange to satisfy its Two-Sided Obligation either by immediately entering new interest to comply with this obligation to maintain continuous two-sided quotations or by identifying existing interest on the CHX book that will satisfy this obligation. (2) Pricing Obligations. For NMS stocks (as defined in Rule 600 under Regulation NMS) a Market Maker shall adhere to the pricing obligations established by this Rule during the Open Trading State; provided, however, that such pricing obligations (i) shall not commence during any trading day until after the first regular way transaction on the primary listing market in the security, as reported by the responsible single plan processor, and (ii) shall be suspended during a trading halt, suspension, or pause, and shall not recommence until after the first regular way transaction on the primary listing market in the security following such halt, suspension, or pause, as reported by the responsible single plan processor. (A) Bid Quotations. At the time of entry of bid interest satisfying the Two-Sided Obligation, the price of the bid interest shall be not more than the Designated Percentage away from the then current National Best Bid, or if no National Best Bid, not more than the Designated Percentage away from the last reported sale from the responsible single plan processor. In the event that the National Best Bid (or if no National Best Bid, the last reported sale) increases to a level that would cause the bid interest of the Two-Sided Obligation to be more than the Defined Limit away from the National Best Bid (or if no National Best Bid, the last reported sale), or if the bid is executed or cancelled, the Market Maker shall enter new bid interest at a price not more than the Designated Percentage away from the then current National Best Bid (or if no National Best Bid, the last reported sale), or identify to the Exchange current resting interest that satisfies the Two-Sided Obligation. (B) Offer Quotations. At the time of entry of offer interest satisfying the Two- Sided Obligation, the price of the offer interest shall be not more than the Designated Percentage away from the then current National Best Offer, or if no National Best Offer, not more than the Designated Percentage away from the last reported sale received from the responsible single plan processor. In the event that the National Best Offer (or if no National Best Offer, the last reported sale) decreases to a level that would cause the offer interest of the Two-Sided Obligation to be more than the Defined Limit away from the National Best Offer (or if no National Best Offer, the last reported sale), or if the offer is executed or cancelled, the Market Maker shall enter new offer interest at a price not more than the Designated Percentage away from the then current National Best Offer (or if no Rules of the Chicago Stock Exchange, Inc. Page 181

National Best Offer, the last reported sale), or identify to the Exchange current resting interest that satisfies the Two-Sided Obligation. (C) The National Best Bid and Offer shall be determined by the Exchange in accordance with its procedures for determining protected quotations under Rule 600 under Regulation NMS. (D) For purposes of this Rule, the Designated Percentage shall be 8% for securities subject to Article 20, Rule 2A(c)(1)(A), 28% for securities subject to Article 20, Rule 2A(c)(1)(B), and 30% for securities subject to Article 20, Rule 2A(c)(1)(C). For times during regular market hours when stock pause triggers are not in effect under CHX Article 20, Rule 2 and Rule 2A (or comparable rule of another exchange), the Designated Percentage shall be 20% for securities subject to Article 20, Rule 2A(c)(1)(A), 28% for securities subject to Article 20, Rule 2A(c)(1)(B), and 30% for securities subject to Article 20, Rule 2A(c)(1)(C). (E) For purposes of this Rule, the Defined Limit shall be 9.5% for securities subject to Article 20, Rule 2A(c)(1)(A), 29.5% for securities subject to Article 20, Rule 2A(c)(1)(B), and 31.5% for securities subject to Article 20, Rule 2A(c)(1)(C). For times during regular market hours when stock pause triggers are not in effect under CHX Article 20, Rule 2 and Rule 2A (or comparable rule of another exchange), the Defined Limit shall be 21.5% for securities subject to Article 20, Rule 2A(c)(1)(A), 29.5% for securities subject to Article 20, Rule 2A(c)(1)(B), and 31.5% for securities subject to Article 20, Rule 2A(c)(1)(C). (F) Nothing in this Rule shall preclude a Market Marker from quoting at price levels that are closer to the National Best Bid and Offer than the levels required by this Rule. (G) The minimum quotation increment for quotations of $1.00 or above in all System Securities shall be $0.01. The minimum quotation increment in the System for quotations below $1.00 in System Securities shall be $0.0001. (e) Adequate capital. Each Market Maker must have and maintain minimum net capital of at least the amount required under Rule 15c3-1 under the Exchange Act and Article 7. Amended Nov. 5, 2010 (SR-CHX-2010-22); June 24, 2011. Corrections to rule text made in March 2012; amended March 28, 2013 (SR-CHX-2013-08); May 22, 2014 (SR-CHX-2014-07); March 30, 2016 (SR-CHX-2016-04) (formerly Article 16, Rule 8). Rules of the Chicago Stock Exchange, Inc. Page 182

Rule 5. Limitation on Dealings of Market Makers (a) Basic requirement. A Market Maker may engage in other business activities, or it may be affiliated with a broker or dealer that engages in other business activities, only if there is an information barrier between the market-making activities and the other business activities that comport to the requirements of this Rule 5. (b) Documenting and reporting of information barrier procedures. At the time a Participant becomes a Market Maker, it shall submit a written statement to the Exchange that contains the following information: (1) the manner in which the marker maker intends to satisfy the requirements of this rule (including the compliance and audit procedures it proposes to implement to ensure that the information barrier is maintained); (2) the names and titles of the person or persons responsible for maintenance and surveillance of the procedures; (3) a commitment to provide the Exchange with such information and reports relating to its transactions as the Exchange may request; (4) a commitment to take appropriate remedial action against any person violating this rule or the Participant's internal compliance and audit procedures adopted pursuant to subparagraph (b)(1) above, and confirmation that it recognizes that the Exchange may take appropriate remedial action, including, without limitation, reallocation of the securities in which the firm serves as Market Maker, in the event of such a violation; (5) Whether the Participant or an affiliate intends to clear its proprietary trades and, if so, the procedures established to ensure that information with respect to such clearing activities will not be used to compromise the Participant's information barrier (which procedures, at a minimum, must be the same as those used by the Participant or the affiliate to clear for unaffiliated third parties); and (6) That it recognizes that any trading by a person while in possession of material, nonpublic information received as a result of the breach of the internal controls required under the rule may be a violation of Rules 10b-5 and 14e-3 under the Exchange Act or one or more other provisions of the Exchange Act, the rules thereunder or the rules of the Exchange and that the Exchange intends to review carefully any such trading of which it becomes aware to determine whether a violation has occurred. (c) Approval of information barrier procedures. The written statement required by paragraph (b) of this rule must detail the internal controls that the Participant will implement to satisfy each of the conditions stated in the rule, and the compliance and audit procedures proposed to implement and ensure that the controls are maintained. If the Exchange determines that the organizational structure and the compliance and audit procedures proposed by the Participant (and any subsequent Rules of the Chicago Stock Exchange, Inc. Page 183

material changes thereto) are acceptable under this rule, the Exchange shall so inform the Participant, in writing. The Participant shall promptly notify the Exchange of any material changes to a Participant s organizational structure or compliance and audit procedures that were previously approved by the Exchange pursuant to this rule. Unless the Exchange finds that such information barrier procedures or material changes thereto are acceptable, a Market Maker may not conduct any business activities other than making markets in assigned securities pursuant to Article 16. (d) Clearing arrangements. Subparagraph (b)(5) above permits a Participant to clear the Participant's Market Maker transactions if it establishes procedures to ensure that information with respect to such clearing activities will not be used to compromise the information barrier. In this regard: (1) The procedures must provide that any information pertaining to Market Maker securities positions and trading activities, and information derived from any clearing and margin financing arrangements, may be made available only to those employees (other than employees actually performing clearing and margin functions) specifically authorized under this rule to have access to such information or to such other employees in senior management positions who are involved in exercising general managerial oversight with respect to the market making activity. (2) Any margin financing arrangements must be sufficiently flexible so as not to limit the ability of any Market Maker to meet market making or other obligations under the Exchange's rules. Interpretations and Policies:.01 For purposes of this rule, "other business activities" include: (a) conducting an investment banking or public securities business; (b) making markets in the options overlying the security in which it makes markets; or (c) functioning as a order entry firm on the Exchange, except where that order entry firm (or a broker-dealer with which the order entry firm is affiliated) engages solely in proprietary trading and does not, under any circumstance, maintain customer accounts or solicit or accept orders or funds from or on behalf of public customers, including broker-dealers and other securities firms..02 For purposes of this rule, an "information barrier" is an organizational structure in which: (a) The market making functions are conducted in a physical location separate from the locations in which the other business activities are conducted, in a manner that effectively impedes the free flow of communications between MMATs, on the one hand, and persons conducting the other business activities, on the other. However, upon request and not on his or her own initiative, an MMAT performing the function of a Market Maker may furnish to persons at the same firm or an affiliated firm ("affiliated persons"), the same sort of market information that the MMAT would make available in the normal course of its market making activity to any other person. The MMAT must provide such information to affiliated persons in the same manner that he or she would make such information available to a non-affiliated person. Rules of the Chicago Stock Exchange, Inc. Page 184

(b) There are procedures implemented to prevent the use of material non-public corporate or market information in the possession of persons on one side of the barrier from influencing the conduct of persons on the other side of the barrier. These procedures, at a minimum, must provide that: (1) the MMAT performing the function of a Market Maker does not take advantage of knowledge of pending transactions, corporate information or recommendations arising from the other business activities; and (2) the MMAT does not have access to information regarding the customer order flow (if any) handled by the firm; and (3) all information pertaining to the Market Maker's positions and trading activities is kept confidential and not made available to persons on the other side of the information barrier. (c) Persons on one side of the barrier may not exercise influence or control over persons on the other side of the barrier, provided that: (1) the market making function and the other business activities may be under common management as long as any general management oversight does not conflict with or compromise the Market Maker's responsibilities under Exchange rules; (2) the same person or persons ("the supervisor") may be responsible for the supervision of the market making and other trading functions of the same or affiliated firms in order to monitor the overall risk exposure of the firm or affiliated firms. While the supervisor may establish general trading parameters with respect to both market making and other trading other than on an order-specific basis, the supervisor may not: (A) actually perform the function of an MMAT or another trader; (B) provide to any person performing the function of a trader any information relating to market making activity beyond the information that a MMAT may provide under subparagraph (a) above; nor (C) provide an MMAT performing the functions of a registered Market Maker with specific information regarding the firm's pending transactions or order flow arising from its other business activities. Amended September 29, 2006. Corrections made in Section (d)(1) and Interpretation and Policy.02(c)(1) on May 23, 2012; May 22, 2014 (SR-CHX-2014-07); March 30, 2016 (SR-CHX-2016-04) (formerly Article 16, Rule 9). Rules of the Chicago Stock Exchange, Inc. Page 185

Rule 6. Reporting of Position Information by Market Makers (a) Recording of information. A Market Maker must record its long or short position in all securities for which it is registered on the Exchange as a Market Maker, including the number of shares which it is long or short, as of the time that it initiates an order in such securities on the trading facilities of the Exchange. (b) Provision of information. Market makers shall provide upon request of the Exchange the information required to be recorded under paragraph (a) of this rule to the Exchange in an electronic format as designated by the Exchange from time to time. Amended September 29, 2006. Corrected erroneous reference on May 23, 2012; May 22, 2014 (SR-CHX-2014-07); March 30, 2016 (SR-CHX-2016-04) (formerly Article 16, Rule 10). Rules of the Chicago Stock Exchange, Inc. Page 186

ARTICLE 17. Institutional Brokers Rule 1. Registration and Appointment Any Participant Firm that acts as a broker in effecting transactions on the Exchange and in other market centers and has satisfied all Exchange requirements to operate as an Institutional Broker at the Exchange may register with the Exchange as an Institutional Broker and use Exchange systems designated for use by an Institutional Broker Representative, as defined in Interpretation and Policy.02 to this rule, for handling orders and reporting transactions. Interpretations and Policies:.01 The provisions of this Rule shall apply to Participants whether or not they are required by Section 15(b)(8) of the Exchange Act and Rule 15b9-1 thereunder to register as members of a national securities association..02 A Participant Firm, not an individual participant, may seek registration as an Institutional Broker. An Institutional Broker Representative ( IBR ) is an individual person affiliated with an Institutional Broker who is authorized to accept orders, enter bids and offers and execute transactions on behalf of an Institutional Broker and who has registered with the Exchange as an IBR as provided in Article 6. Only registered IBRs may use Exchange systems provided for Institutional Brokers for handling orders and reporting transactions. Only registered IBRs (and clerks thereto) may act on behalf of Institutional Brokers in making clearing submissions pursuant to Article 21, Rule 6, submitting Benchmark orders to the Exchange pursuant to Article 1, Rule 2(b)(2)(A) or entering Riskless Principal trading reports pursuant to Article 9, Rule 14. For a Participant Firm registered as an Institutional Broker, the responsibilities and duties as provided for in Article 17, Rule 3, Article 21, Rule 6 and Article 9, Rule 14 shall only apply to the activities of those individuals registered with the Exchange as IBRs, and clerks thereto. A Participant Firm registered as an Institutional Broker may also operate other, non-institutional Broker units composed exclusively of non-ibrs to conduct other lines of business. These non-institutional Broker units will be treated as any other Participant of the Exchange, subject to compliance with the requirements of Rule 6 of this Article (Non-Institutional Broker Unit; Information Barriers). Amended September 29, 2006; March 1, 2012 (SR-CHX-2012-02); May 6, 2013 (SR-CHX-2013-10). Rule 2. Registration Procedures A Participant Firm can register as an Institutional Broker by submitting a completed application to the Exchange in such form as the Exchange may require from time to time. The application shall certify the Participant's good standing with the Exchange and shall demonstrate the applicant's ability to comply with the responsibilities set out in Rule 3, below. Rules of the Chicago Stock Exchange, Inc. Page 187

Amended September 29, 2006; March 1, 2012 (SR-CHX-2012-02). Rule 3. Responsibilities The responsibilities and duties of an Institutional Broker specifically include, but are not limited to, the following activities by or through an affiliated IBR: (a) Entry of orders into an automated system. Each Institutional Broker must enter all orders it receives for execution into an automated system as required by the provisions of Article 11. (b) Handling of orders within an integrated system. Each Institutional Broker must use an electronic system, acceptable to the Exchange, for the handling of orders that integrates the Institutional Broker's on-exchange trading activities within the Matching System with its trading activities in other market centers. Use of the Brokerplex System as described in Rule 5 of this Article shall satisfy the provisions of this subsection. (c) Maintenance of specific accounts. Each Institutional Broker must maintain separate accounts for handling (1) agency transactions; (2) principal transactions; and (3) transactions involving errors, and must enter transactions into the appropriate accounts. (d) Obligations in handling orders. Institutional Brokers must follow these guidelines in executing orders: (1) An Institutional Broker handling a market order must use due diligence to execute the order at the best price or prices available. (2) An Institutional Broker handling a limit order must use due diligence to execute the order at or better than the limit price, if available. (3) An Institutional Broker who has been given a not held order must use brokerage judgment in the execution of the order, and if he exercises such judgment, is relieved of all responsibility with respect to the time of the order's execution and the execution price or prices given to the order. (4) An Institutional Broker may, but is not obligated to, accept stop or stop-limit orders. A stop order to buy (sell) becomes a market order when a transaction in the security at or above (below) the stop price is reported in an effective transaction reporting plan after the order is received by an institutional broker. Stop-limit orders to buy (sell) become limit orders when a transaction in the security at or above (below) the stop price is reported in an effective transaction reporting plan after the order is received by an institutional broker. Stop or stop-limit orders may be elected either by the price of the opening transaction on the Exchange or by the price of the opening on any other market center reporting in an effective transaction reporting plan. Rules of the Chicago Stock Exchange, Inc. Page 188

(5) An Institutional Broker generally will execute orders of its customers on an agency basis. If, however, an Institutional Broker believes that it is in the best interests of its customer to execute an order on a principal basis, it must comply with the requirements of Article 9, Rule 18. (e) Maintenance and Provision of certain records. Institutional Brokers must maintain the records required by Article 11, including, but not limited to, the records associated with their arrangements with customers. When required according to those rules, Institutional Brokers must also provide to the Exchange the information specified in Article 11, Rule 3(b) and Rule 4 in the form and manner provided for by those rules Interpretations and Policies:.01 Institutional Brokers essentially are order-entry firms that act primarily as brokers for other broker-dealers or institutional customers. The Exchange requires Institutional Brokers to register with the Exchange to permit better monitoring of their trading activities..02 Institutional Brokers are bound by other provisions of the Exchange's rules, including, but not limited to, the business conduct rules set out in Article 8 and the trading rules set out in Article 9..03 An Institutional Broker is a CHX Participant Firm which voluntarily elects to register with the Exchange as such, and satisfies the Exchange s requirements as set forth in this Article. An Institutional Broker shall not be regarded as operating on the Exchange..04 Timely handling of orders. Subject to the provisions of Article 17, Rule 3(d)(3) regarding not held orders, an Institutional Broker shall seek execution of all orders in a prompt and timely manner. Amended September 29, 2006; January 30, 2007; March 18, 2008; September 3, 2009, April 14, 2010 (SR-CHX-2010-07), January 4, 2011 (SR-CHX-2010-25), July 19, 2011 (SR-CHX-2011-13) September 15, 2011 (SR-CHX-2011-27); Oct. 27, 2011 (SR-CHX-2011-29); January 6, 2012 (SR- CHX-2012-02); January 9, 2012 (SR-CHX-2011-33); Corrected erroneous omission of Interpretation & Policy.04 on March 9, 2012; May 22, 2014 (SR-CHX-2014-07). Rule 4. Voluntary De-Registration A Participant firm that is registered as an Institutional Broker may, on its own initiative, terminate its registration as an Institutional Broker by completing the appropriate form and submitting it to the Exchange. Interpretations and Policies: Rules of the Chicago Stock Exchange, Inc. Page 189

.01 Upon the de-registration of a Participant firm as an Institutional Broker, any individual person authorized to enter bids and offers and execute transactions on behalf of such firm will no longer be deemed an IBR of that firm. Amended July 7, 2009; March 1, 2012 (SR-CHX-2012-02). Rule 5. Brokerplex (a) Description of System. The Exchange provides the Brokerplex trading system for use by Institutional Broker Representatives ( IBRs ), as defined in Rule 1 of this Article and the Interpretations and Policies thereto, who are affiliated with CHX-registered Institutional Brokers. Brokerplex is an order and trade entry, recordation and management system developed and operated by the CHX for use by IBRs to receive, transmit and hold orders from their clients while seeking execution within the CHX Matching System or elsewhere in the National Market System. Brokerplex can also be used to record trade executions and send transaction reports to a Trade Reporting Facility ( TRF ), as defined in FINRA Rules 6300 et seq., as amended from time-totime. Brokerplex can also be used by IBRs to initiate clearing submissions to a Qualified Clearing Agency via the Exchange s reporting systems. Reports of orders, executions and clearing submissions received, handled or submitted via Brokerplex are kept by the system. (b) Record Retention. Users of the Brokerplex system are responsible for entering all transactional, order and other information into the system as required by CHX rules and in an accurate, timely and complete matter. As the operator of the Brokerplex system, the CHX retains such information on behalf of the user in conformity with applicable rules and regulations. The Exchange provides such information to Institutional Brokers in a format designated by the Exchange to assist Institutional Brokers in processing orders and transactions, responding to request for information from customers and regulatory bodies and for other legitimate business purposes. The Exchange charges the Institutional Brokers the fees specified in its published Schedule of Fees and Assessments for the retrieval of information. (c) Order Types, Conditions and Instructions. (1) Matching System Orders. Brokerplex accepts and handles all of the order types, conditions and instructions accepted by the Matching System as specified in Article 20, Rule 4. Orders may be entered into Brokerplex manually by an IBR, or submitted directly into Brokerplex by an Exchange-approved electronic connection. (2) Other Market Center Orders. In addition to the order types accepted by the Matching System, the Brokerplex system permits the entry and processing of certain order types, conditions and instructions accepted by other market centers. (3) Brokerplex Processed Orders. In addition to the order types described in Section (c)(1) and (2) of this Rule, Brokerplex accepts and processes the following orders types, conditions and instructions as described below. Rules of the Chicago Stock Exchange, Inc. Page 190

(A) Quote@CHX. The Quote@CHX order type allows the IBR to submit an order to be priced within Brokerplex at a defined limit price which is one minimum price increment (normally 1 cent for most securities) from the relevant side of the National Best Bid or Offer ( NBBO ). For buy orders, the relevant side of the NBBO is the offer; for sell orders it is the bid. An IBR handling a customer limit order must enter the limit price into Brokerplex as part of submitting a Quote@CHX order. In pricing the Quote@CHX, Brokerplex will reject any entries if the systematically-generated price would be outside the customer s specified limit price. The Quote@CHX order may not be transmitted to destinations other than the CHX Matching System. The Matching System itself will not be eligible to receive this order type; rather, it will receive a standard limit order at a price generated by Brokerplex; and (B) Reprice@CHX. The Reprice@CHX order type allows a Brokerplex user to cancel an existing limit order residing in the Matching System and replace it with an order generated in the same manner as a Quote@CHX order type. An IBR handling a customer limit order must enter the limit price into Brokerplex as part of submitting a Reprice@CHX order. In pricing the Reprice@CHX orders, Brokerplex will reject any entries if the systematically-generated price would be outside the customer s specified limit price. The Reprice@CHX order type may not be transmitted to destinations other than the CHX Matching System. The Matching System itself will not be eligible to receive these order type; rather, it will receive a standard limit order at a price generated by Brokerplex. (d) Trade Allocation. As permitted by CHX rules, an IBR may make post-trade entries in Brokerplex to transfer positions from one Clearing Participant to one or more other Clearing Participants or from its own account to the account of a Clearing Participant. (e) Order Handling and Transmission. An IBR may use Brokerplex to send orders to the Exchange s Matching System, another trading center connected to Brokerplex, or a systems provider which performs routing services. (1) As directed by the IBR, Brokerplex will either (A) send orders that are eligible for submission to the Matching System under Article 20, Rule 4 first to the Matching System to execute or display and then, if they cannot be executed or displayed in the Matching System, to another destination according to the IBR s instructions; or (B) directly to another trading center designated by the user. Orders which are not eligible for submission to the Matching System will be directly sent to another destination in accordance with the IBR s instructions. (2) Any order entered into Brokerplex and sent through Brokerplex to another exchange or trading center via the provisions of this rule and which results in an execution shall be binding on the Participant on whose behalf such order was entered, including any access, transaction or other fee imposed by that trading center. The Institutional Broker will be responsible for ensuring that it has a relationship with its chosen destinations to permit the Rules of the Chicago Stock Exchange, Inc. Page 191

requested access. The Exchange shall not have responsibility for the handling of the order by the other destination, but will report any execution or cancellation of the order by the other destination to Brokerplex, and will notify the other venue of any cancellations or changes to the order submitted by the IBR into Brokerplex. (f) Execution in the Over-the-Counter Marketplace. An IBR may record the execution of a trade in the Over-the-Counter marketplace using Brokerplex. As directed by the IBR, Brokerplex will transmit an execution report to a TRF designated by the Institutional Broker, either directly or through a service provider designated by the Institutional Broker. (g) Submission to Clearing. The Exchange makes clearing submissions for trades entered and/or recorded in Brokerplex as directed by an IBR to a Qualified Clearing Agency pursuant to the provisions of Article 21, Rules 1 (Trade Recording with a Qualified Clearing Agency) and 6 (Submission of Clearing Information for Transactions Executed Off-Exchange), for CHX and non- CHX trade executions, respectively. Added December 28, 2011 (SR-CHX-2011-33); amended March 1, 2012 (SR-CHX-2012-02). Rule 6. Non-Institutional Broker Unit; Information Barriers (a) Basic Requirement. An Institutional Broker registered pursuant to this Article is permitted to maintain another unit of the firm composed exclusively of individual persons not registered as IBRs with the Exchange (the non-institutional Broker unit ) that conducts business otherwise than as an Institutional Broker, including the acceptance, handling and execution of orders on the CHX, in other trading centers or in the over-the-counter marketplace. For purposes of applying the Exchange s Schedule of Fees and Assessments, the activity of a non-institutional Broker unit shall not be considered as Institutional Broker activity. A multi-unit Institutional Broker shall establish and maintain information barriers between the Institutional Broker unit and non- Institutional Broker unit. Such information barriers shall be reasonably designed to prevent the Institutional Broker unit from having knowledge of unexecuted customer orders in possession of the non-institutional Broker unit and likewise prevent the non-institutional Broker unit from having knowledge of unexecuted customer orders in the possession of the Institutional Broker unit. The Institutional Broker unit may, however, transmit an order to, or share market information with (as provided in Interpretation and Policy.01), the non-institutional Broker unit of the firm for purposes of handling and executing the order, and the non-institutional Broker unit may likewise transmit an order to the Institutional Broker unit. (b) Documenting and reporting of information barrier procedures. At the time an Institutional Broker wishes to set up non-institutional Broker unit within the firm, it shall submit Written Supervisory Procedures ( WSPs ) to the Exchange that describe in substantial detail the following information: Rules of the Chicago Stock Exchange, Inc. Page 192

(1) the manner in which the firm will satisfy the requirements of this rule (including the compliance and audit procedures it proposes to implement to ensure that the information barrier is maintained); and (2) the names and titles of the person or persons responsible for maintenance, supervision and surveillance of the procedures. (c) Approval of information barrier procedures. The WSPs required by paragraph (b) of this rule must detail the internal controls that the Institutional Broker will implement to satisfy each of the conditions stated in the rule, and the compliance and audit procedures proposed to implement and ensure that the controls are maintained. If the Exchange determines that the organizational structure and the compliance and audit procedures proposed by the Institutional Broker are acceptable under this rule, the Exchange shall so inform the Institutional Broker, in writing. Until the Exchange notifies in writing an Institutional Broker that its information barrier procedures are acceptable, all activities of an Institutional Broker will be subject to the obligations placed upon an Institutional Broker as provided in the Exchange s rules. Interpretations and Policies:.01 For purposes of this rule, an "information barrier" is an organizational structure in which the Institutional Broker functions are conducted in a physical location separate from the locations in which the non-institutional Broker activities are conducted. Additionally, the Institutional Broker and non-institutional Broker units should not use trading or order management systems which permit them to share information about orders or transactions being handled by each respective unit. However, upon request and not on his or her own initiative, an Institutional Broker Representative may furnish to persons at the same firm or an affiliated firm ("affiliated persons"), the same sort of market information that the Institutional Broker would make available in the normal course of its Institutional Broker activity to any other person. The Institutional Broker Representative must provide such information to affiliated persons in the same manner that he or she would make such information available to a non-affiliated person. Added March 1, 2012 (SR-CHX-2012-02). Rules of the Chicago Stock Exchange, Inc. Page 193

ARTICLE 18. Auctions Rule 1. Sub-second Non-displayed Auction Process ( SNAP ) (a) Generally. SNAP is a fully-hidden on-demand auction that may be initiated in a security within the Matching System, pursuant to the provisions of this Rule. A SNAP Cycle may only occur during the regular trading session, but may occur more than once during a regular trading session and may occur in different securities concurrently. During a SNAP Cycle, automated trading in the subject security shall be suspended. The Exchange reserves the right to enable or disable SNAP, per security, pursuant to notice to Participants. (b) SNAP Cycle. A SNAP Cycle is comprised of the following five stages. (1) Stage One: Beginning the SNAP Cycle. Upon the initiation of a SNAP Cycle pursuant to Rule 1A below, the Matching System shall immediately suspend automated matching of orders in the subject security and shall take the following actions: (A) Notice of SNAP to market. The Exchange shall remove its Protected Quotation(s) in the subject security, if any, and notify the market that a SNAP Cycle is taking place in the subject security. (B) CHX Book Feed. The Exchange shall submit messages through the CHX Book Feed to reflect that precedent orders previously disseminated through the CHX Book Feed are no longer automatically executable. The Exchange will suspend dissemination of any other order information concerning the subject security. (2) Stage Two: SNAP Order Acceptance Period. The SNAP Order Acceptance Period shall begin upon initiation of a SNAP Cycle and last approximately 475 to 525 milliseconds, the actual length of which will be randomized by the Matching System and take the following actions: (A) Precedent orders. Orders received by the Exchange prior to the initiation of a SNAP Cycle in the subject security shall be handled as follows: (i) SNAP Eligible Orders, as defined under Article 1, Rule 1(ss), in the subject security, not marked SNAP AOO - Pegged, as defined under Article 1, Rule 2(h)(3)(C), resting on the CHX book or SNAP AOO Queue, as described under Article 20, Rule 8(b)(2)(A), prior to the initiation of the current SNAP Cycle, shall be ranked on the SNAP CHX book, pursuant to Article 20, Rule 8(b)(3)(A) (C) and (E), as applicable. Precedent SNAP AOOs marked SNAP AOO - Pegged shall remain on the SNAP AOO Queue until ranked on the SNAP CHX book, pursuant to paragraph (b)(3)(a) below. Rules of the Chicago Stock Exchange, Inc. Page 194

(ii) Initiating order. The limit order marked Start SNAP that initiated the SNAP Cycle shall be ranked on the SNAP CHX book, pursuant to Article 20, Rule 8(b)(3)(D). (iii) Non-SNAP Eligible Orders in the subject security resting on the CHX book prior to the initiation of the current SNAP Cycle shall be cancelled. (B) Incoming orders. Incoming orders received during the SNAP Cycle shall be handled as follows: (i) Incoming SNAP Eligible Orders. Incoming SNAP Eligible Orders received during the SNAP Order Acceptance Period shall be immediately ranked on the SNAP CHX book, pursuant to Article 20, Rule 8(b)(3)(E); provided, however, that SNAP AOOs marked SNAP AOO - Pegged shall be placed in the SNAP AOO Queue upon receipt and shall only be ranked on the SNAP CHX book, pursuant to paragraph (b)(3)(a) below. Incoming SNAP Eligible Orders received after the SNAP Order Acceptance Period, but during a SNAP Cycle, shall not be eligible to participate in the current SNAP Cycle and shall be queued, pursuant to subparagraph (C) below. (ii) Incoming non-snap Eligible Orders. Incoming non-snap Eligible Orders received during the SNAP Cycle, shall be cancelled upon receipt, except that cross orders shall be queued, pursuant to subparagraph (C) below. (C) First In/First Out ( FIFO ) Queue. During a SNAP Cycle, the Exchange shall queue the following incoming messages for later processing, pursuant to paragraph (b)(5)(b) below: (i) Cancel and cancel/replace messages for resting or queued orders. (ii) Cancel messages from away markets for routed orders received after the SNAP Order Acceptance Period. (iii) Period. (iv) SNAP Eligible Orders received after the SNAP Order Acceptance Cross orders. (D) Deactivate certain modifiers. Prior to being ranked on the SNAP CHX book, the following order modifiers shall be deactivated for the subject security only: (i) (ii) CHX Only. Post Only. Rules of the Chicago Stock Exchange, Inc. Page 195

(iii) (iv) (v) (vi) Do Not Route. Match Trade Prevention. Always Quote. Reserve Size. (E) Market snapshot and routing availability. Upon the conclusion of the SNAP Order Acceptance Period, the Matching System shall take a snapshot of the Protected Quotation(s) of external market(s) in the subject security and determine whether or not the CHX Routing Services are available. If a two-sided NBBO does not exist or the CHX Routing Services are unavailable, the SNAP Cycle shall be aborted without any executions and the Matching System shall immediately begin the stage five Transition to the Open Trading State. (3) Stage Three: Pricing and Satisfaction Period. If permitted, pursuant to paragraph (b)(2)(e) above, the Matching System shall utilize the market snapshot taken pursuant to paragraph (b)(2)(e) to initiate the Pricing and Satisfaction Period by taking the following actions: (A) Pricing and Ranking of SNAP AOOs Marked SNAP AOO - Pegged. The Matching System shall price all SNAP AOOs marked SNAP AOO - Pegged remaining on the SNAP AOO Queue, then rank such orders on the SNAP CHX book, pursuant to Article 20, Rule 8(b)(3)(E). (B) Establishing the SNAP Price. Once the process described under subparagraph (A) has been completed, the Matching System shall determine the SNAP Price, as defined under Article 1, Rule 1(rr). If the SNAP Price cannot be determined, the Matching System shall take a snapshot of the Protected Quotation(s) of external market(s) in the subject security and the SNAP Cycle shall continue to the stage five Transition to the Open Trading State. If the SNAP Price can be determined and one or more orders must be routed away, pursuant to Article 19, Rule 3(a)(4) and/or (5), the SNAP Cycle shall continue to the Satisfaction Period, pursuant to subparagraph (C). If no order routing is necessary, the SNAP Cycle shall continue to the stage four Order Matching Period. (C) Satisfaction Period. If the SNAP Price requires the routing of one or more orders, pursuant to Article 19, Rule 3(a)(4) and/or (5), the Exchange s routing systems shall route away the necessary SNAP Eligible Orders, or portions thereof, based on their execution priority, pursuant to paragraph (b)(4)(a). The Matching System shall then delay proceeding to the stage four Order Matching Period for 200 milliseconds or until all Rules of the Chicago Stock Exchange, Inc. Page 196

confirmations for routed orders have been received from away market(s), whichever occurs first. The unexecuted remainders of orders routed away pursuant to Article 19, Rule 3(a)(4) and/or (5) returned to the Matching System prior to the expiration of the Satisfaction Period during which the orders were routed away shall maintain their respective original execution priority within the SNAP CHX book, whereas such unexecuted remainders returned to the Matching System after the expiration of the Satisfaction Period during which the orders were routed away shall be handled pursuant to Article 20, Rule 8(b)(7). (4) Stage Four: Order Matching Period. Upon conclusion of the stage three Pricing and Satisfaction Period, orders remaining on the SNAP CHX book if any, shall be matched at the SNAP Price as follows: (A) Execution priority. SNAP Eligible Orders with a Working Price at or more aggressive than the SNAP Price shall be executed in Working Price priority and if more than one such order shares the same Working Price, then as described under Article 20, Rule 8(b)(3), for that price point. (B) Market snapshot. Upon conclusion of the matching of orders at the SNAP Price, the Matching System shall then take a snapshot of the Protected Quotation(s) of external market(s) in the subject security. (5) Stage Five: Transition to the Open Trading State. Upon conclusion of the of stages two or four of the SNAP Cycle, the Matching System shall utilize the market snapshot taken pursuant to paragraph (b)(3)(b) or (b)(4)(b), as applicable, to transition trading in the subject security to the Open Trading State by taking the following actions: (A) Resting Orders. Orders resting on the SNAP CHX book shall be transitioned to the CHX book and shall be ranked, pursuant to Article 20, Rule 8(b)(1); routed away, pursuant to Article 19, Rule 3(a); placed in the SNAP AOO Queue, pursuant to Article 20, Rule 8(b)(2)(A), if the order is a SNAP AOO that may participate in a subsequent SNAP Cycle; or otherwise cancelled. All order modifiers attached to the SNAP Eligible Orders being transitioned to the CHX book that were deactivated shall be reactivated prior to transition to the CHX book. (B) Processing the FIFO Queue. Once the process under subparagraph (A) above has been completed, all messages queued on the FIFO Queue, as described under paragraph (b)(2)(c), shall be processed as incoming messages in the order in which they were received. (C) Notice of end of SNAP to market. Once the processes under subparagraphs (A) and (B) have been completed, the Exchange will notify the market that the SNAP Cycle has concluded; publish Protected Quotation(s) in the subject security, if any; and begin the Rules of the Chicago Stock Exchange, Inc. Page 197

dissemination of relevant order information concerning orders resting on the CHX book, pursuant to Article 4, Rule 1. (c) Halt, pause or suspension during the SNAP Cycle. A SNAP Cycle shall not begin in a security if a trading halt, pause or suspension is in effect for a subject security that requires the Exchange to suspend trading in that security ( material halt, pause or suspension ). In the event a material halt, pause or suspension has been declared for the subject security during a SNAP Cycle, the Exchange shall take the following actions, as applicable: (1) SNAP CHX book (A) During stages one or two. If the market snapshot taken pursuant to paragraph (b)(2)(e) or (F) indicates that a halt, pause or suspension is in effect, the SNAP Cycle shall be aborted and not proceed to stage three or stage five, as applicable. The Exchange shall then cancel all orders resting on the SNAP CHX book, subject to paragraph (c)(2) below. (B) During stages three or four. If the market snapshot taken pursuant to paragraph (b)(3)(b) or (b)(4)(b) indicates that a halt, pause or suspension is in effect for the subject security, the SNAP Cycle shall be aborted and not proceed to stage five. The Exchange shall then cancel the unexecuted remainders of all orders resting on the SNAP CHX book, subject to paragraph (c)(2) below. (C) Any subsequent material halt or pause shall be handled pursuant to the relevant CHX Rules. (2) SNAP AOOs. Upon initiation of a material halt or pause, all SNAP AOOs not marked Cancel On Halt or otherwise cancelled by the order sender that are -1- on the SNAP AOO Queue, as defined under Article 20, Rule 8(b)(2)(A), or -2- resting on the SNAP CHX book and may be re-queued on the SNAP AOO Queue, shall remain or be re-queued on the SNAP AOO Queue, as applicable, and not cancelled. (3) FIFO Queue. Upon initiation of a material halt or pause, the FIFO Queue shall be processed until exhausted. FIFO Queue messages shall be processed pursuant to paragraphs (c)(4) and (5) below. (4) Incoming orders. Upon initiation of a material halt or pause and for the remainder of the material halt or pause, all incoming orders shall be rejected; provided, however, that incoming SNAP AOOs shall be placed on the SNAP AOO Queue, if the material halt or pause is not the result of a systems issue at the Exchange. (5) Incoming cancel messages. All incoming cancel messages and the cancel component of cancel/replace messages shall be immediately processed during a material halt or pause. Rules of the Chicago Stock Exchange, Inc. Page 198

Adopted May 13, 2016 (SR-CHX-2015-03, SR-CHX-2015-05 and SR-CHX-2016-01). Rule 1A. Initiating SNAP (a) Generally. Subject to Rule 1(c) above, a SNAP Cycle in a security shall be initiated either (1) upon receipt of a valid limit order marked Start SNAP, as defined under Article 1, Rule 2(h)(1), or (2) by the Exchange pursuant to paragraph (b) below. (b) Exchange-initiated SNAP. During the Open Trading State for each SNAP-eligible security and at preprogrammed intervals, the Exchange shall review the CHX book, SNAP AOO Queue and Protected Quotations of external markets to determine whether sufficient liquidity exists to initiate a SNAP Cycle without the receipt of a valid limit order marked Start SNAP ( pro forma SNAP review ). In conducting the pro forma SNAP review, the Exchange shall take a market snapshot of the Protected Quotations of external markets in the subject security and calculate a pro forma SNAP Price, as defined under Article 1, Rule 1(rr), to determine: (1) whether the projected execution size ( PES ) at the pro forma SNAP Price is equal to or greater than the corresponding minimum PES, as described under paragraph (d); and (2) whether the PES within the Matching System at the pro forma SNAP Price would be equal to or greater than 80% of the corresponding minimum PES. If the conditions set forth under paragraphs (b)(1) and (2) are met, the Exchange shall initiate a SNAP Cycle pursuant to Rule 1(b) above, subject to paragraph (c) below. (c) Restrictions on Exchange-initiated SNAP. Notwithstanding paragraph (b) above, the Exchange shall not initiate a SNAP Cycle: (1) within five minutes of the first two-sided quote in the subject security having been received by the Exchange from the primary market disseminated after either the beginning of the regular trading session or a trading halt, pause or suspension that required the Exchange to suspend trading in the subject security; within five minutes of the end of the regular trading session; during a SNAP Cycle; or within one minute after the completion of the previous SNAP Cycle; (2) if the CHX Routing Services, as described under Article 19, are not available at the time of the market snapshot taken pursuant to be paragraph (b) above; or (3) if the NBBO ascertained from the market snapshot taken pursuant to paragraph (b) above is crossed or a two-sided NBBO does not exist. (d) Minimum PES. The minimum PES for an Exchange-initiated SNAP pursuant to paragraph (b) above shall either be (1) 2,500 shares with a minimum aggregate notional value of $250,000 based on the midpoint of the NBBO ascertained from the market snapshot taken pursuant to Rules of the Chicago Stock Exchange, Inc. Page 199

paragraph (b) above or (2) 20,000 shares with no minimum aggregate notional value requirement; provided, however, certain issues specified below have special minimum PES requirements: Special Issues Minimum PES Berkshire Hathaway, Inc. (BRK-A) 100 Adopted May 13, 2016 (SR-CHX-2016-01). Rules of the Chicago Stock Exchange, Inc. Page 200

ARTICLE 19. Operation of the CHX Routing Services Rule 1. CHX Routing Services (a) Generally. Routable Orders that have been submitted to, and accepted by, the Matching System may be routed from the Matching System to other Trading Centers pursuant to this Article 19 and in a manner that is compliant with other Exchange rules and all securities laws and regulations, including, but not limited to, Regulation NMS and Regulation SHO; provided that the Exchange s routing-related systems and facilities are enabled and operational. (b) Limitation of liability. Use of the CHX Routing Services is optional and subject to the Exchange s limitation of liability, pursuant to Article 3, Rule 19. (c) Firm orders. Routable Orders submitted to the Matching System are firm orders, pursuant to Article 20, Rule 3, and Participants that submit Routable Orders agree to be bound by all resulting executions, including the execution of routed orders at other Trading Centers. Routed orders received by another Trading Center shall be subject to the rules and procedures of that Trading Center. Adopted September 8, 2014 (SR-CHX-2014-15). Rule 2. Routing Brokers (a) CHXBD, LLC as Outbound Router. The Exchange shall provide the CHX Routing Services through CHXBD, LLC ( CHXBD ), which is an affiliated broker that operates as a facility of the Exchange. CHXBD shall utilize one or more non-affiliated third-party brokers-dealers ( thirdparty routing brokers and together with CHXBD routing brokers ) in connection with the CHX Routing Services to route orders to away Trading Centers. CHXBD shall only accept routingrelated instructions from the Exchange to route orders to away Trading Centers and shall not accept routing instructions from Participants or other non-participants directly. Thus, the Exchange will determine the logic that provides, when, how, and where orders are routed away. Routing brokers cannot change the terms of an order or the routing instructions, nor do the routing brokers have any discretion about where to route an order. The Exchange shall report and allocate executions or report cancellations of routed orders at the away Trading Centers to the Participants that submitted the Routable Orders and to Qualified Clearing Agencies. Neither the Exchange nor CHXBD shall have responsibility for the handling of the routed order by the away Trading Center. For so long as CHXBD is affiliated with the Exchange and is providing outbound routing from the Exchange to away Trading Centers, the following shall apply: (1) The Exchange will regulate CHXBD as a facility (as defined in Section 3(a)(2) of the Act), subject to Section 6 of the Act. In particular, and without limitation, under the Act, the Exchange will be responsible for filing with the Commission rule changes and fees Rules of the Chicago Stock Exchange, Inc. Page 201

relating to CHXBD and CHXBD will be subject to the Exchange s non-discrimination requirements. (2) FINRA, a self-regulatory organization unaffiliated with the Exchange or any of its affiliates, will carry out oversight and enforcement responsibilities as the designated examining authority designated by the Commission pursuant to Rule 17d-1 of the Act with the responsibility for examining CHXBD for compliance with applicable financial responsibility rules. (3) Participants use of CHXBD to route orders to away Trading Centers will be optional. Participants that do not desire to use CHXBD must designate orders entered into the Matching System as Do Not Route or any other order modifier available through the Exchange that is ineligible for routing. Any Participant that does not want to use CHXBD may use other routers to route orders to away Trading Centers. (4) CHXBD will not engage in any business other than (A) its outbound router function for the Exchange, (B) its usage of CHXBD Error Accounts in compliance with paragraph (b)(7) below, and (C) any other activities it may engage in as approved by the Commission. (5) The Exchange shall establish and maintain procedures and internal controls reasonably designed to adequately restrict the flow of confidential and proprietary information between the Exchange and its facilities (including CHXBD as its routing facility) and any other entity; or, where there is a third-party routing broker, the Exchange, the routing facility and any third-party routing broker, and any other entity, including any affiliate of the third-party routing broker (and if the third-party routing broker or any of its affiliates engages in any other business activities other than providing the routing services to the Exchange, between the segment of the third-party routing broker or affiliate that provides the other business activities and the segment of the third-party routing broker that provides the routing services). (6) The books, records, premises, officers, agents, directors and employees of CHXBD as a facility of the Exchange shall be deemed to be the books, records, premises, officers, agents, directors and employees of the Exchange for the purposes of, and subject to oversight pursuant to, the Act. The books and records of CHXBD as a facility of the Exchange shall be subject at all times to inspection and copying by the Exchange and the Commission. Nothing in these Rules shall preclude officers, agents, directors or employees of the Exchange from also serving as officers, agents, directors and employees of CHXBD. (7) CHXBD shall maintain a CHXBD Error Account for the purpose of liquidating unpaired trade positions that are the result of an execution or executions that are not clearly erroneous under Article 20, Rule 10 and result from a technical or systems issue at CHXBD, the Exchange, a routing destination, or non-affiliated third-party broker-dealers. ( Error Positions ). Rules of the Chicago Stock Exchange, Inc. Page 202

(A) CHXBD shall not accept any positions in a CHXBD Error Account from an account of a Participant or permit any Participant to transfer any positions from its account to a CHXBD Error Account; provided, however, that CHXBD may accept into its CHXBD Error Account positions erroneously allocated to Participants to the extent that the alternatives listed under subparagraph (C) below have been exhausted or are impracticable. (B) If a technical or systems issue on the Exchange or CHXBD results in the Exchange not having valid clearing instructions for a Participant to a trade, the Exchange may assume that Participant s side of the trade so that the trade can be automatically processed for clearance and settlement on a locked-in basis. (C) In connection with a particular technical or systems issue and prior to accepting any resulting Error Positions into the CHXBD Error Account, the Exchange or CHXBD shall, if practicable, -1- assign such Error Positions to Participants in accordance with subparagraph (C)(i) below; -2- cause to have any erroneous executions cancelled on the Trading Centers on which they were executed; or -3- allocate Error Positions to third-party routing brokers if the technical or systems issue occurred away from the Exchange and CHXBD. Error Positions that could not be handled in this manner shall be taken into the CHXBD Error Account and liquidated in accordance with subparagraph (D). Determinations on how to treat Error Positions shall be made in a nondiscriminatory manner. (i) The Exchange or CHXBD shall assign all Error Positions resulting from a particular technical or systems issue to the Participants affected by that technical or systems issue if the Exchange or CHXBD: (1) Determines that it has accurate and sufficient information (including valid clearing information) to assign the positions to all of the Participants affected by that technical or systems issue; (2) Determines that it has sufficient time pursuant to normal clearance and settlement deadlines to evaluate the information necessary to assign the positions to all of the Participants affected by that technical or systems issue; and (3) Has not determined to cancel all orders affected by that technical or systems issue in accordance with Article 20, Rule 12. (D) If the Exchange or CHXBD is unable to address Error Positions in accordance with subparagraph (C) above or if the Exchange or CHXBD determines to cancel all orders affected by the technical or systems issue in accordance with Article 20, Rule 12, then such Error Positions shall be taken into the CHXBD Error Account and CHXBD shall cause to have such positions liquidated as soon as practicable. In liquidating such Error Positions, CHXBD shall: Rules of the Chicago Stock Exchange, Inc. Page 203

(i) Provide complete time and price discretion for the trading to liquidate the Error Positions to a non-affiliated third-party broker-dealer and shall not attempt to exercise any influence or control over the timing or methods of such trading; provided, however, that CHXBD may provide a general instruction to the non-affiliated third-party broker-dealer that the Error Positions should be liquidated in a timely manner using commercially reasonable efforts in accordance with custom and practice within the securities industry while minimizing market fluctuation to the extent possible; and (ii) Establish and enforce policies and procedures that are reasonably designed to restrict the flow of confidential and proprietary information between the non-affiliated third-party broker-dealer and CHXBD/the Exchange associated with the liquidation of the Error Positions. (E) The Exchange and CHXBD shall make and keep records to document all determinations to treat positions as Error Positions and all determinations for the liquidation of Error Positions through the non-affiliated third-party broker-dealer, as well as records associated with the liquidation of Error Positions through the non-affiliated third-party broker-dealer. Adopted September 8, 2014 (SR-CHX-2014-15). Rule 3. Routing Events (a) A Routable Order, or a portion thereof, shall be routed pursuant to the CHX Routing Services in compliance with CHX rules and all federal securities laws, rules and regulations, including Regulation NMS and Regulation SHO, to the extent necessary: (1) To permit the display and/or execution of an incoming Routable Order on the Exchange in compliance with Rules 610(d) and 611 of Regulation NMS; (2) To prevent the execution of an incoming Routable Order for an Odd Lot if it would trade-through a Protected Quotation of an external market; (3) To execute an incoming Routable Order marked Do Not Display or a Routable Order of an Odd Lot that could not be displayed ( incoming undisplayed Routable Order ) against any Protected Quotation(s) of external market(s) priced at or better than the limit price of the incoming undisplayed Routable Order if there are no contra-side resting orders on the CHX book against which the incoming undisplayed Routable Order could execute. (4) To permit orders to be executed within the Matching System at the SNAP Price, as defined under Article 1, Rule 1(rr), in compliance with Regulation NMS. Orders routed away pursuant to this paragraph (a)(4) shall be priced -1- at the SNAP Price or, -2- if the Rules of the Chicago Stock Exchange, Inc. Page 204

SNAP Price is priced at an increment smaller than the relevant minimum price increment, at the minimum price increment less aggressive than the SNAP Price; or (5) To execute SNAP Eligible Orders at the SNAP Price against Protected Quotations of external markets priced at the SNAP Price that could not be matched within the Matching System, during a SNAP Cycle, as described under Article 18, Rule 1(b). (b) Marking routed orders. Every order routed away pursuant to a Routing Event shall be marked IOC. (c) Handling unexecuted remainders. If an unexecuted remainder of a routed order is returned to the Matching System in one or more parts, each shall be handled pursuant to Article 20, Rule 8(b)(7). (d) Cancelling routed orders. Cancellation requests of routed orders from Participants shall be handled pursuant to Article 20, Rule 8(f). The Exchange may release pending portions of Routable Orders pursuant to Article 20, Rule 12(b). Adopted September 8, 2014 (SR-CHX-2014-15); amended May 13, 2016 (SR-CHX-2015-03). Rules of the Chicago Stock Exchange, Inc. Page 205

ARTICLE 20. Operation of the CHX Matching System Rule 1. Trading Sessions (a) Business days. Unless otherwise determined by the Board of Directors, the Exchange shall be open for trading daily, except on Saturdays and Sundays. The Board of Directors shall determine the hours during which the Exchange is open for the transaction of business. (b) Trading sessions. The Exchange shall have four trading sessions during each day. The first trading session the early session shall begin at 6:00 a.m. and shall end at 8:30 a.m. The second session the regular trading session - shall begin at 8:30 a.m. and shall end at 3:00 p.m. each day for all securities. The third trading session - the late trading session - shall begin immediately after the close of the second session and shall end at 3:15 p.m. The fourth trading session the late crossing session shall begin immediately after the close of the third session and end at 4:00 p.m. Trading during these sessions may be halted, paused or suspended, pursuant to relevant CHX Rules. (c) Limitations on trading. Trading on the Exchange shall be limited to the days and hours during which the Exchange is open for the transaction of business. No Participant shall make any bid, offer or transaction on the Exchange before or after these hours, except that loans of money or securities may be made outside of those hours. (d) Trading suspensions, pauses or halts. Two officers of the Exchange appointed by the Exchange's Chief Executive Officer may suspend and restart trading, in one or more securities, at any time during a trading session or may halt trading, in one or more securities, for the remainder of the trading day, whenever they believe it is in the public interest. Trading halts or suspensions for longer periods of time must be approved by the Exchange's Board of Directors. Trading may also be halted, paused or suspended on the Exchange, and resumed thereafter, pursuant to other CHX Rules. Interpretations and Policies:.01 Nothing in this rule shall prevent a Participant from posting bids or offers, or trading, through the facilities of other markets before or after the trading hours of the Exchange..02 If trading in one or more issues is halted, paused or suspended on the Exchange, all resting orders in those issues shall be cancelled from the Matching System, subject to Article 18, Rule 1(c). The Matching System shall not accept any orders in those issues during a trading halt, pause or suspension, subject to Article 18, Rule 1(c). Immediately after the trading halt, pause or suspension has ended, the Matching System shall begin accepting orders and shall match them as provided in Rule 8(d), below..03 During the late crossing session: Rules of the Chicago Stock Exchange, Inc. Page 206

(a) Only cross orders and cross orders marked for Non-Regular Way Settlement may be executed. (b) The Matching System will execute any type of cross order (except a Midpoint cross or a cross marked for Non-Regular Way Settlement) as a cross order. (c) Midpoint crosses will not be accepted..04 Trading during the Early Session and Late Trading Session shall occur in the manner prescribed in Article 20, Rule 8 (Operation of the Matching System). Amended September 29, 2006; April 5, 2007; October 17, 2007; January 14, 2008; July 7, 2009; September 1, 2009; May 6, 2013 (SR-CHX-2013-10); May 22, 2014 (SR-CHX-2014-07); May 13, 2016 (SR-CHX-2015-03 and SR-CHX-2015-05). Rule 2. Trading Halts Due to Extraordinary Market Volatility This Rule shall be in effect during a pilot period to coincide with the pilot period for the Regulation NMS Plan to Address Extraordinary Market Volatility. If the pilot is not either extended or approved permanently at the end of the pilot period, the prior version of Rule 2 shall be in effect. (a) The Exchange shall halt trading in all stocks and shall not reopen for the time periods specified in this Rule if there is a Level 1, 2, or 3 Market Decline. (1) For purposes of this Rule, a Market Decline means a decline in price of the S&P 500 Index between 8:30 a.m. and 3:00 p.m., Central Time, on a trading day as compared to the closing price of the S&P 500 Index for the immediately preceding trading day. The Level 1, Level 2, and Level 3 Market Declines that will be applicable for the trading day will be publicly disseminated before 8:30 a.m. Central Time. (2) A Level 1 Market Decline means a Market Decline of 7%. (3) A Level 2 Market Decline means a Market Decline of 13%. (4) A Level 3 Market Decline means a Market Decline of 20%. (b) Halts in Trading. (1) If a Level 1 Market Decline or a Level 2 Market Decline occurs after 8:30 a.m. and up to and including 2:25 p.m. or in the case of an early scheduled close, 11:25 a.m. Central Time, the Exchange shall halt trading in all stocks for 15 minutes after a Level 1 or Level 2 Market Decline. The Exchange shall halt trading based on a Level 1 or Level 2 Market Decline only once per trading day. The Exchange will not halt trading if a Level 1 Market Decline or a Level 2 Market Decline occurs after 2:25 p.m. or in the case of an early scheduled close, 11:25 a.m. Central Time. Rules of the Chicago Stock Exchange, Inc. Page 207

(2) If a Level 3 Market Decline occurs at any time during the trading day, the Exchange shall halt trading in all stocks until the primary listing market opens the next trading day. (c) Re-opening of Trading (1) The re-opening of trading following a Level 1 or 2 trading halt shall be conducted pursuant to procedures adopted by the Exchange and communicated by notice to its Participants. (2) If the primary listing market halts trading in all stocks, the Exchange will halt trading in those stocks until trading has resumed on the primary listing market or notice has been received from the primary listing market that trading may resume. If the primary listing market does not reopen a security within 15 minutes following the end of the 15-minute halt period, the Exchange may resume trading in that security. (d) Nothing in this Rule 2 should be construed to limit the ability of the Exchange to otherwise halt, suspend, or pause the trading in any stock or stocks traded on the Exchange pursuant to any other Exchange rule or policy. Amended September 29, 2006, June 10, 2010 (SR-CHX-2010-10), Sept. 10, 2010 (SR-CHX-2010-14), December 08, 2010 (SR-CHX-2010-24), April 5, 2011 (SR-CHX-2011-05), June 24, 2011 (SR- CHX-2011-09), August 8, 2011 (SR-CHX-2011-23), September 27, 2011 (SR-CHX-2011-30), November 21, 2011 (SR-CHX-2011-32); January 23, 2012 (SR-CHX-2012-03); May 24, 2012 (SR- CHX-2011-30 Amendment No. 1); July 27, 2012 (SR-CHX-2012-12); January 25, 2013 (SR-CHX- 2013-02); January 28, 2013 (SR-CHX-2013-03); March 28, 2013 (SR-CHX-2013-08); May 22, 2014 (SR-CHX-2014-07); May 13, 2016 (SR-CHX-2015-03). Rule 2A. Limit Up-Limit Down Plan and Trading Pauses in Individual Securities Due to Extraordinary Market Volatility Operative April 8, 2013 (a) Limit Up-Limit Down Requirements (1) Definitions (A) Plan means the Plan to Address Extraordinary Market Volatility Submitted to the Securities and Exchange Commission Pursuant to Rule 608 of Regulation NMS under the Securities Exchange Act of 1934, Exhibit A to Securities Exchange Act Release No. 67091 (May 31, 2013), 77 FR 33498 (June 6, 2012), as it may be amended from time to time. (B) All capitalized terms not otherwise defined in this Rule shall have the meaning set forth in the Plan or Exchange rules, as applicable. Rules of the Chicago Stock Exchange, Inc. Page 208

(2) Exchange Participation in the Plan. The Exchange is a Participant in, and subject to the applicable requirements of the Plan, which establishes procedures to address extraordinary volatility in NMS Stocks. (3) Participant Compliance. Participants of the Exchange shall comply with the applicable provisions of the Plan. (4) Exchange Compliance with the Plan (b) LULD Price Sliding (A) Execution of Orders Outside of the Price Bands Prohibited. The Matching System shall not execute any orders at prices that are below the Lower Price Band or above the Upper Price Band, unless such interest is specifically exempted under the Plan. (i) Limit orders, as defined under Article 1, Rule 2(a)(1), shall not be executed at a price above the Upper Price Band or below the Lower Price Band. (ii) Market orders, as defined under Article 1, Rule 2(a)(3), may execute at the most aggressive permissible price at or within the Price Bands. All Market orders are Immediate or Cancel and shall not be posted to the CHX book. (iii) Cross orders, as defined under Article 1, Rule 2(a)(2), shall not be executed at a price above the Upper Price Band or below the Lower Price Band. (B) Display of Orders that Cross the Price Bands Prohibited. A buy (sell) order shall not be displayed at a price above (below) the Upper (Lower) Price Band, unless such interest is specifically exempted under the Plan. A buy (sell) order priced above (below) the Upper (Lower) Price Band may be eligible for Limit Up Limit Down Price Sliding ( LULD Price Sliding ), pursuant to paragraph (b) below. (C) Routing to Away Markets. The Matching System shall not route buy (sell) interest to an away market displaying a sell (buy) quote that is above (below) the Upper (Lower) Price Band. (1) Eligible Orders. All incoming and resting limit orders shall be eligible for LULD Price Sliding and an order sender may not opt-out of LULD Price Sliding if eligible. All eligible orders will retain their original limit price and sequence number, notwithstanding price sliding. Rules of the Chicago Stock Exchange, Inc. Page 209

(A) Incoming orders. An eligible incoming buy (sell) order with a limit price above (below) the Upper (Lower) Price Band shall be price slid to the Upper (Lower) Price Band; subject to paragraph (b)(2) below. A cross order priced above the Upper Price Band or below the Lower Price Band shall be cancelled. (B) Resting orders. An eligible resting buy (sell) order that, at the time of entry, was priced at or below (above) the Upper (Lower) Price Band, but, due to movements in the Price Band, would now be priced above (below) the Upper (Lower) Price Band, shall be price slid to the Upper (Lower) Price Band, subject to paragraph (b)(2) below. (C) Resting price slid orders. An eligible price slid buy (sell) order shall be continuously price slid to follow bi-directional movements to the Upper (Lower) Price Band, so that the buy (sell) order is always priced at the Upper (Lower) Price Band, subject to paragraph (b)(2). However, a price slid order that could be price slid to a more aggressive price will never be price slid through its original limit price. (2) LULD Price Sliding and the CHX Only Price Sliding Processes. Any order eligible for the CHX Only Price Sliding Processes, comprised of NMS Price Sliding and Short Sale Price Sliding, pursuant to Article 1, Rule 2(b)(1)(C), shall also be eligible for LULD Price Sliding. An order eligible for LULD Price Sliding shall only be eligible for the CHX Only Price Sliding Processes if it is marked CHX Only. (A) Orders dually eligible for LULD Price Sliding and the CHX Only Price Sliding Processes. (i) A dually eligible order that triggers LULD and/or CHX Only Price Sliding shall be price slid to, and displayed at, if applicable, the most aggressive permissible prices, in compliance with CHX Rules, Regulation NMS, Regulation SHO and the Plan. (ii) If a dually eligible price slid resting order could be executable and/or displayed at a more aggressive price, the order shall be price slid to, and displayed at, the most aggressive permissible prices, in compliance with CHX Rules, Regulation NMS, Regulation SHO and the Plan. (B) Orders eligible for LULD Price Sliding only. An order that is eligible for LULD Price Sliding, but not eligible for the CHX Only Price Sliding Processes, shall be cancelled and/or rejected, if: Rules of the Chicago Stock Exchange, Inc. Page 210

(i) an incoming buy (sell) order would be displayed at a price that locks or crosses the NBO (NBB) and the NBO (NBB) is at or below (above) the Upper (Lower) Price Band; or (ii) the price sliding of a resting order pursuant to LULD Price Sliding would violate Rule 610(d) of Regulation NMS or Rule 201 of Regulation SHO. (3) Original Time Priority Retained. Eligible orders subject to LULD Price Sliding will retain their time priority versus other orders based upon the time those orders were initially received by the Matching System. (c) Trading Pauses. Securities shall remain subject to the requirements of paragraphs (c)(1) and (c)(2) below until such securities become subject to the Plan. Once an NMS Stock is subject to the Plan, the security shall only be subject to a Trading Pause under the Plan consistent with paragraphs (c)(3) and (c)(4) below. (1) The primary listing market will immediately pause trading for a period of five minutes (a Trading Pause ) if, by its own calculation, the price of a NMS Stock moves by a percentage specified below within a five-minute period ( Threshold Move ). (A) The Threshold Move shall be 10% or more with respect to securities included in the S&P 500 Index, Russell 1000 Index, and select Exchange Traded Products ( ETPs ); (B) The Threshold Move shall be 30% or more with respect to all Tier 2 NMS stocks with a price equal to or greater than $1; and (C) The Threshold Move shall be 50% or more with respect to all Tier 2 NMS stocks with a price less than $1. The determination that the price of a stock is equal to or greater than $1 under subparagraph (B) above or less than $1 under subparagraph (C) above shall be based on the closing price on the previous trading day, or, if no closing price exists, the last sale reported to the Consolidated Tape on the previous trading day. (2) If a primary listing market issues an individual stock trading pause, according to paragraph (c)(1) above, in any NMS Stocks, the Exchange will pause trading in that security until trading has resumed on the primary listing market. If, however, trading has not resumed on the primary listing market and ten minutes have passed since the individual stock trading pause message has been received from the responsible single plan processor, the Exchange may resume trading in such stock. (3) Trading Pause Pursuant to the Plan. A Trading Pause shall be commenced by the Exchange pursuant to the Plan. Rules of the Chicago Stock Exchange, Inc. Page 211

(A) Upon commencement of a Trading Pause, the Exchange shall cancel all orders in the NMS Stock subject to the Trading Pause resting in the CHX book, subject to Article 18, Rule 1(c). (B) During a Trading Pause, no trades in the NMS Stock subject to the Trading Pause shall be executed on the Exchange or any other trading center and the Matching System shall reject all incoming orders in the NMS Stock subject to the Trading Pause, subject to Article 18, Rule 1(c). (4) Reopening After a Trading Pause. After a Trading Pause, the Exchange shall attempt to reopen trading in the NMS Stock subject to the Trading Pause, pursuant to the Plan and to procedures adopted by the Exchange and communicated by notice to its Participants. (5) Nothing in this Rule 2A should be construed to limit the ability of the Exchange to otherwise halt, suspend, or pause the trading in any stock or stocks traded on the Exchange pursuant to any other Exchange rule or policy. Adopted March 28, 2013 (SR-CHX-2013-08); amended May 6, 2013 (SR-CHX-2013-10); amended September 8, 2014 (SR-CHX-2014-15); October 31, 2014 (SR-CHX-2014-18); May 13, 2016 (SR-CHX-2015-03). Rule 3. Firm Orders (a) Each order submitted by each Participant is a firm order and each Participant must, upon execution of the order within the Matching System, purchase or sell, as the case may be, at the price, size and conditions identified by the participant at the time it submitted the order. No Participant may submit an order marked for display as a "manual" quotation. (b) All bids made and all offers made shall be in accordance with the provisions of Reg NMS Rule 602, governing the dissemination of quotations for reported securities. (c) Bids and offers in other market centers, which may be displayed on Exchange systems, shall have no standing in the Exchange's Matching System. Interpretations and Policies:.01 Nothing in this rule shall prohibit a Participant from using the procedures set out in Rules 8 and 9 below to cancel, or seek the cancellation of, a transaction. Amended September 29, 2006; May 22, 2014 (SR-CHX-2014-07). Rules of the Chicago Stock Exchange, Inc. Page 212

Rule 4. Eligible Orders (a) Basic requirements. Except as provided in subparagraph (7), below, all orders sent to the Matching System must meet the following requirements and shall be automatically rejected if they do not meet these requirements: (1) An order must either be a limit, cross or market order. General order types are listed and defined under Article 1, Rule 2(a). (2) An order must be attributed an order duration modifier. Order duration modifiers are listed under Article 1, Rule 2(d). (3) All orders must be for Regular Way Settlement, as defined under Article 1, Rule 2(e)(1). (4) Orders may be submitted as round lots, odd lots or mixed lots, except that orders in securities that only trade in specific share size increments must be submitted in those share sizes. (5) Unless otherwise permitted pursuant to exemptive relief granted by the Commission, orders priced at or above $1.00 must not be submitted in increments less than $0.01. Orders priced less than $1.00 must not be submitted in increments less than $0.0001. (6) All orders must meet any size and/or price limitations imposed by the Exchange from time to time to help eliminate erroneous transactions or orders and transactions that cannot be processed by the Exchange's systems. (7) Exceptions. (A) A cross order may be submitted for Non-Regular Way Settlement, as defined under Article 1, Rule 2(e)(2). (B) Any type of cross or Cross With Size order in any security, whether the order is priced less than or at or above $1.00, may be submitted in an increment as small as $0.000001, provided however, that the Matching System shall not allow any type of cross order (except a Midpoint Cross, a cross designated for Non-Regular Way Settlement or a Cross With Size) priced (i) at or above $1.00, to execute at a price less than $.01 better than any order on the same side of the Matching System or (ii) under $1.00, to execute at a price less than $.0001 better than any order on the same side of the Matching System. (C) Market orders must be marked IOC. (b) Orders Eligible for Entry into the Matching System. As designated by the Exchange, the general order types, modifiers, and related terms listed under Article 1, Rule 2 may be eligible for entry to and acceptance by the Matching System, at the discretion of the Exchange. Announcements Rules of the Chicago Stock Exchange, Inc. Page 213

regarding order eligibility under this paragraph shall be made by the Exchange via Information Memorandum and will be provided in a manner to give reasonable advance notice to its market participants. Amended September 29, 2006; August 20, 2007; October 17, 2007; December 20, 2007; January 14, 2008; July 6, 2009; September 1, 2009; December 16, 2009; April 21, 2011; June 3, 2011. Corrected erroneous reference in Section (b)(2) on January 6, 2012; March 1, 2012 (SR-CHX- 2012-02); March 1, 2013 (SR-CHX-2013-07); March 28, 2013 (SR-CHX-2013-08); May 6, 2013 (SR-CHX-2013-10); May 22, 2014 (SR-CHX-2014-07); June 10, 2014 (SR-CHX-2014-09); October 31, 2014 (SR-CHX-2014-18). Rule 5. Prevention of Trade-Throughs (a) An inbound order for at least a round lot is not eligible for execution on the Exchange if its execution would be improper under Rule 611 of Regulation NMS (but not including the exception set out in Rule 611(b)(8)) (an "improper trade-through") and such an order shall be handled by the Exchange as follows: (1) If the execution of all or part of an inbound Routable Order, as defined under Article 1, Rule 1(oo), would cause an improper trade-through, that Routable Order (or the portion of that order that would cause an improper trade-through) shall be routed away, pursuant to Article 19, Rule 3(a)(1); or (2) If the execution of all or part of an inbound order would cause an improper tradethrough and the order cannot be routed away, the order shall be automatically cancelled; provided, however, that such an order marked CHX Only may be subject to the CHX Only Price Sliding Processes, detailed under Article 1, Rule 2(b)(1)(C) and not automatically cancelled. (b) Odd Lot crosses and resting Odd Lot limit orders/remainders priced through a contra-side Protected Quotation of an external market shall be eligible for execution on the Exchange even if the execution would trade-through a Protected Quotation of an external market. Inbound Odd Lot limit and market orders shall not be permitted to trade-through a contra-side Protected Quotation of an external market and shall be treated the same as Round Lots. Interpretations and Policies:.01 Trade-through policies and procedures. In determining whether a trade on the Exchange would create an improper trade-through, the Exchange will adhere to the applicable provisions of Reg NMS, as well as to the following policies and procedures: (a) Clock synchronization and timing of the determination of improper trade-throughs. The Exchange's systems shall routinely, throughout the trading day, use processes that capture the time reflected on the atomic clock operated by the National Institute of Standards and Technology and shall automatically make adjustments to the time recorded Rules of the Chicago Stock Exchange, Inc. Page 214

in the Exchange's Matching System to ensure that the period between the two times will not exceed 500 milliseconds. The Exchange shall determine whether a trade would create an improper trade-through based on the most recent NBBO that has been received and processed by the Exchange's systems. (b) Manual quotations of other markets. The Matching System shall disregard another market's bid or offer if it is identified by the other market as a manual quotation. (c) Self-help exception. The Exchange will apply the self-help exception to Rule 611, and its Matching System will disregard a market center's bid and offer, if: (1) the other market has publicly announced that it is not disseminating automated quotations, but it has not yet identified its quotations as manual quotation; (2) the Exchange has a reasonable basis for believing that the other market is experiencing systems problems and the other market has not acknowledged, within 30 seconds, a specific inquiry from the Exchange seeking information about possible systems problems that would cause the other market not to have automated quotations, as defined in Rule 600(b)(3); or (3) the Exchange has a reasonable basis for believing that the other market is experiencing systems problems and the other market has not confirmed, within two minutes after receiving a specific inquiry from the Exchange, that it is not having systems problems that would cause the other market not to have automated quotations, as defined in Rule 600(b)(3). The Exchange will notify the other market center immediately after having made use of the self-help exception by using the an appropriate functionality available for communications with other market centers. The Exchange will continue to apply the selfhelp exception until the other market center has provided reasonable assurance to the Exchange or, more generally, to the public that the problems have been corrected. (d) Crossed market exception. Trades shall continue to be executed in the Matching System when the NBBO is crossed; provided however, that the Matching System shall only execute orders in that security up to (but not beyond) the first uncrossed NBBO. If a trade is executed in the Matching System while the NBBO is crossed, the Matching System will automatically attach an appropriate modifier to the trade before it is publicly reported. (e) Reserved (f) Flickering quote exception. The Exchange shall not use the flickering quote exception set out in Rule 611(b)(8) to determine whether or not an execution would constitute an improper trade-through. Rules of the Chicago Stock Exchange, Inc. Page 215

(g) Identifying exceptions. The Exchange shall identify trades executed pursuant to an exemption from, or exception to, Rule 611 in accordance with specifications approved by the operating committee of the relevant national market system plan for an NMS stock. If a trade is executed pursuant to both the intermarket sweep order exception of Rule 611(b)(5) or (6) and the self-help exception of Rule 611(b)(1), such trade shall be identified as executed pursuant to the intermarket sweep order exception. (h) Qualified Contingent Trades. In determining whether a contingent trade would create an improper trade-through or qualifies for an exemption from Rule 611 of Reg NMS, the Exchange shall use the criteria set forth in Article 1, Rule 2(b)(2)(E)..02 Confirming that the Exchange's quotes qualify as "automated quotations." The Exchange's Matching System is designed, under the rules set out in this Article, to display bids and offers that qualify as automated quotations under the definition set out in Rule 600(b)(3). The Exchange shall use the following procedures for determining whether the quotes should be identified as "manual": (a) Periodic testing. (1) The Exchange shall use an automated system to periodically (no less often than once every five seconds and no more often than once every second) send a test IOC order to the Matching System to determine whether the Exchange's Matching System accepts the order; and (2) The Exchange also shall use automated monitoring systems to review, in real time, the Matching System's handling of test IOC orders to determine whether, and within what time frame, (A) IOC orders are executed against the displayed quote, up to its full size; (B) any unexecuted portion of the IOC order is cancelled; (C) a confirmation of the action taken is generated and transmitted from the Matching System to the monitoring system (to serve as a proxy for a transmission to the order-sending firm); and (D) the Matching System transmits a new bid or offer (as appropriate) to the monitoring system (to serve as a proxy for a transmission to the appropriate securities information processor). These automated systems shall generate reports that immediately are transmitted to appropriate Exchange systems for further handling. (b) Adding the "manual" identifier. The Exchange shall automatically and immediately append a "manual" identifier to the bids and offers it makes publicly available when it has reason to believe that it is not capable of displaying automated quotations. (c) Returning to automated quotes. Once the Exchange has made any required systems changes, or has otherwise determined that its quotations satisfy the requirements of Rule 600(b)(3), the Exchange shall remove the "manual" identifier from the bids and offers that are made publicly available. The Exchange also shall notify other market centers that its Rules of the Chicago Stock Exchange, Inc. Page 216

quotations are automated by announcing that fact over an appropriate functionality available for communications with other market centers. Amended September 29, 2006; December 19, 2006; October 17, 2007; December 5, 2007; March 7, 2008; May 5, 2008; March 1, 2012 (SR-CHX-2012-02); May 6, 2013 (SR-CHX-2013-10); May 22, 2014 (SR-CHX-2014-07); September 8, 2014 (SR-CHX-2014-15). Rule 6. Locked and Crossed Markets (a) Definitions. For purposes of this Rule, the following definitions shall apply: (1) The terms automated quotation, effective national market system plan, intermarket sweep order, manual quotation, NMS stock, protected quotation, regular trading hours, and trading center shall have the meanings set forth in Rule 600(b) of Regulation NMS under the Securities Exchange Act of 1934. (2) The term crossing quotation shall mean the display of a bid for an NMS stock during regular trading hours at a price that is higher than the price of an offer for such NMS stock previously disseminated pursuant to an effective national market system plan, or the display of an offer for an NMS stock during regular trading hours at a price that is lower than the price of a bid for such NMS stock previously disseminated pursuant to an effective national market system plan. (3) The term locking quotation shall mean the display of a bid for an NMS stock during regular trading hours at a price that equals the price of an offer for such NMS stock previously disseminated pursuant to an effective national market system plan, or the display of an offer for an NMS stock during regular trading hours at a price that equals the price of a bid for such NMS stock previously disseminated pursuant to an effective national market system plan. (b) Prohibition. Except for quotations that fall within the provisions of paragraph (c) of this Rule, Exchange Participants shall reasonably avoid displaying, and shall not engage in a pattern or practice of displaying, any quotations that lock or cross a protected quotation. (c) Exceptions. (1) The locking or crossing quotation was displayed at a time when the other trading center was experiencing a failure, material delay, or malfunction of its systems or equipment. (2) The locking or crossing quotation was displayed at a time when a protected bid was higher than a protected offer in the NMS stock. Rules of the Chicago Stock Exchange, Inc. Page 217

(3) The Exchange Participant displaying the locking or crossing quotation simultaneously routed an intermarket sweep order to execute against the full displayed size of any locked or crossed protected quotation. (d) Matching System operation. Except as permitted in paragraph (c) above, an order is not eligible for display on the Exchange if its display would lock or cross a Protected Quotation of an external market in violation of Rule 610 of Regulation NMS and such an order shall be handled by the Exchange as follows: (1) If the display of a Routable Order, as defined under Article 1, Rule 1(oo), would impermissibly lock or cross a Protected Quotation of an external market, that Routable Order, or a portion thereof, shall be routed away, pursuant to Article 19, Rule 3(a)(1); or (2) If the display of an order would impermissibly lock or cross a Protected Quotation of an external market and the order cannot be routed away, that order shall be automatically cancelled; provided, however, that such an order marked CHX Only may be subject to the CHX Only Price Sliding Processes, detailed under Article 1, Rule 2(b)(1)(C) and not automatically cancelled. Amended September 29, 2006; December 19, 2006; October 17, 2007; March 1, 2013 (SR-CHX- 2013-07); May 6, 2013 (SR-CHX-2013-10); May 22, 2014 (SR-CHX-2014-07); September 8, 2014 (SR-CHX-2014-15). Rule 7. Reserved Amended September 29, 2006; October 17, 2007; Oct. 27, 2011 (SR-CHX-2011-29). Rule 8. Operation of the Matching System The Exchange's Matching System shall operate in the following manner: (a) Routing of orders. Participants may route orders to the Matching System through any communications line approved by the Exchange. Participants may only route orders away from the Matching System by utilizing the CHX Routing Services, pursuant to Article 19. (b) Ranking and display of orders. Orders shall be ranked and displayed as follows: (1) CHX book ranking. Otherwise than during a SNAP Cycle, as described under Article 18, Rule 1(b), orders that may post to the CHX book shall be executable in Working Price/display status/sequence number priority and shall be ranked on the CHX book as follows: Rules of the Chicago Stock Exchange, Inc. Page 218

(A) Fully-displayable orders and displayed portions of Reserve Size orders. At each price point up or down to their limit prices, fully-displayable limit orders of any size and the displayed portion of Reserve Size orders, as defined under Article 1, Rule 2(c)(3), shall be ranked based on their sequence numbers by the Exchange's Matching System and shall be ranked ahead of undisplayed portions of Reserve Size orders and orders marked Do Not Display. Orders sent to an Institutional Broker for handling shall not have any priority within the Matching System unless and until they are received by the Matching System. (B) Undisplayed portion of Reserve Size orders. At each price point up or down to their limit prices, the undisplayed portions of Reserve Size orders shall be ranked based on their sequence numbers by the Exchange's Matching System, but shall be ranked after any orders as described in subparagraph (b)(1)(a) above. (C) Orders marked Do Not Display. At each price point up or down to their limit prices, limit orders marked Do Not Display, as defined under Article 1, Rule 2(c)(2), shall be ranked based on their sequence numbers by the Exchange's Matching System, but shall be ranked after all orders as described under subparagraphs (A) and (B) above. (2) Orders not ranked upon receipt. The following orders shall not be ranked on the CHX book upon receipt, but shall be queued until ranked as follows: (A) SNAP AOO Queue. Valid SNAP AOOs, as defined under Article 1, Rule 2(h)(3), shall be queued in the order in which they were originally received; provided, however, that SNAP AOOs not marked SNAP AOO-Pegged received during a SNAP Order Acceptance Period shall be immediately ranked on the SNAP CHX book upon receipt and not queued. All SNAP AOOs shall be ranked on the SNAP CHX book, pursuant to paragraph (b)(3)(e) below. SNAP AOOs that are to be re-queued shall be re-queued based on time of original receipt. (3) SNAP CHX book ranking. During a SNAP Cycle, as described under Article 18, Rule 1(b), orders shall receive execution priority as described under Article 18, Rule 1(b)(4)(A) and be ranked on the SNAP CHX book as follows: (A) Precedent fully-displayable orders and displayed portions of Reserve Size orders. At each price point up or down to their limit prices, SNAP Eligible Orders ranked pursuant to paragraph (b)(1)(a) above that were resting on the CHX book at the time a SNAP Cycle was initiated in the subject security shall maintain their rank on the SNAP CHX book ahead of orders as described under subparagraphs (B) - (E) below. (B) Precedent undisplayed portion of Reserve Size orders. At each price point up or down to their limit prices, SNAP Eligible Orders ranked pursuant to paragraph (b)(1)(b) above that were resting on the CHX book at the time an SNAP Cycle was initiated Rules of the Chicago Stock Exchange, Inc. Page 219

in the subject security shall maintain their rank on the SNAP CHX book after any orders as described under subparagraph (A) above. (C) Precedent orders marked Do Not Display. At each price point up or down to their limit prices, SNAP Eligible Orders ranked pursuant to paragraph (b)(1)(c) above that were resting on the CHX book at the time a SNAP Cycle was initiated in the subject security shall maintain their rank on the CHX book after any orders as described under subparagraphs (A) and (B) above. (D) Limit order marked Start SNAP. At each price point up or down to its limit price, the limit order marked Start SNAP, as defined under Article 1, Rule 2(h)(1), that initiated the SNAP Cycle, shall be ranked after any orders as described under subparagraphs (A) (C). (E) SNAP AOOs and SNAP Eligible Orders received during the SNAP Order Acceptance Period. At each price point up or down to their limit prices, SNAP AOOs, as defined under Article 1, Rule 2(h)(3), and SNAP Eligible Orders received during the SNAP Order Acceptance Period, as described under Article 18, Rule 1(b)(2), shall be ranked based on their sequence numbers, but shall be ranked after all orders as described under subparagraphs (A) (D). (4) Refreshed portions of Reserve Size orders. When the displayed portion of a Reserve Size order reaches a threshold set by the Participant submitting the order (the "submitting Participant"), the displayed portion of the order shall be refreshed to the original displayed quantity (or with the remaining number of shares, if less) and the undisplayed portion of the order shall be decremented by that number of shares. The refreshed displayed portion of the Reserve Size order shall receive a new display sequence number based on the time at which it was refreshed, whereas any remaining undisplayed portion of the Reserve Size order shall retain its original sequence number. (5) Other changes in order size or price. When a Participant reduces the number of shares in an order, the order will continue to be ranked at the price and time at which it was originally received. When a Participant increases the number of shares in an order, the order will be ranked at the original limit price, but shall receive a new ranking based on the time at which shares were added to the order. Any change in the price of an order shall result in a new ranking for the order based on the new limit price and the time at which the price change was received. Any change to the display modifier associated with an order (including, but not limited to, a change that identifies an order as Reserve Size or Do Not Display) must be submitted as a new order and shall be ranked based on the time at which the new order was received. (6) Displayed CHX Best Bid and Offer. Except as provided in Rule 5 above or Article 18, Rule 1(b), all orders or portions of orders described under paragraph (b)(1)(a) above that constitute the best bid(s) or offer(s) in the Matching System in each security, the display of which would not violate Rule 610 under Regulation NMS ( displayable CHX Rules of the Chicago Stock Exchange, Inc. Page 220

BBO ), shall be immediately and publicly displayed through the processes set out in the appropriate reporting plan for each security, provided that the displayable CHX BBO is for at least a Round Lot. The displayable CHX BBO for a security shall only be displayed in multiples of a Round Lot. If the displayable CHX BBO for a security is for an Odd Lot, it shall not be displayed, but the bids or offers that constitute the undisplayed yet displayable CHX BBO shall maintain their execution priority pursuant to paragraph (b)(1)(a) above. If the displayable CHX BBO for a security is for a Mixed Lot, it shall be rounded down to the nearest integer multiple of a Round Lot for display purposes only and the displayable yet undisplayed Odd Lot remainder(s) shall maintain their execution priority pursuant to paragraph (b)(1)(a) above. (7) Priority of unexecuted remainders of routed orders returned to the Matching System. An unexecuted remainder of a routed order returned to the Matching System in one or more parts shall be added to the existing balance of the related Routable Order already posted to the CHX book, the SNAP CHX book or the SNAP AOO Queue, as applicable. If no balance exists at the time a part of an unexecuted remainder of a routed order is returned to the Matching System, it shall be treated as a new incoming order, subject to Article 18, Rule 1(b)(3)(C). (c) The opening of the market. (1) Early session. At 6:00 a.m., the Matching System shall begin accepting orders and shall match them as provided in Rule 8(d), below. (2) Regular trading session. At 8:30 a.m., the Matching System shall begin accepting orders and shall match them as provided in Rule 8(d), below. (3) Late trading session. The Matching System shall begin accepting orders for the late trading session immediately after the closing of the regular trading session and shall match these orders as provided in Rule 8(d), below. (4) Late crossing session. At 3:15 p.m., the Matching System shall begin accepting orders for the late crossing session and shall execute those orders as provided in Interpretations and Policies.04 of Article 20, Rule 1. (d) Automated matching of orders. Orders shall automatically match against each other, as follows: (1) Except for certain orders which shall be executed as described in Rule 8(e), below, an incoming order shall be matched against one or more resting orders in the Matching System, in the order in which the resting orders are ranked on the CHX book, pursuant to Rule 8(b) above, at the Working Price of each resting order, as defined under Article 1, Rule 1(pp), for the full amount of shares available at that price, or for the size of the incoming order, if smaller. Rules of the Chicago Stock Exchange, Inc. Page 221

(2) If an incoming order cannot be matched when it is received and it is not designated as a type that should be immediately cancelled, the order shall be placed in the Matching System and ranked as described in Rule 8(b) above. (3) Odd Lot orders and unexecuted Odd Lot remainders that are unable to be immediately displayed according to Rule 8(b)(6) above (because they are at a price that is better than the current CHX quote) shall be posted to, remain in, or be routed or cancelled from, the Exchange s Matching System according to the attached order modifiers. Orders remaining in the Matching System will continue to be ranked at the price and time at which they were originally received. (4) Rule 201 of Regulation SHO. (A) Open Trading State. During the Open Trading State, as defined under Article 1, Rule 1(qq), and the stage five Transition to the Open Trading State, as described under Article 18, Rule 1(b)(5), orders marked Sell Short in a covered security subject to the short sale price test restriction shall be handled as follows: (i) For any execution or display of a limit order marked Sell Short, as defined under Article 1, Rule 2(b)(3)(D), in a covered security to occur on the Exchange when a short sale price test restriction is in effect, the price must be above the current NBB, unless the sell order was initially displayed by the Matching System at a price above the then-current NBB, pursuant to Rule 201(b)(1)(iii)(A) of Regulation SHO, or is marked Short Exempt, as defined under Article 1, Rule 2(b)(3)(E), pursuant to Rule 201(b)(1)(iii)(B) of Regulation SHO. (ii) The Rule 201(b)(1)(iii)(A) exception shall also apply to resting limit orders marked Sell Short and Reserve Size, as defined under Article 1, Rule 2(c)(3), and, pursuant to the exception, such orders shall be permitted to execute at its initially displayed price, up to its full size, including the undisplayed portion, during one order-matching event. Reserve Size orders may not be modified or refreshed during an order-matching event. If a Reserve Size order is refreshed after an order matching event, but the refreshed quote cannot be permissibly displayed at the initially displayed price in compliance with Regulation SHO, the entire Reserve Size order shall be cancelled or price slid, if the order is marked CHX Only, as defined under Article 1, Rule 2(b)(1)(C). (iii) If the NBBO for a covered security subject to the short sale price test restriction become crossed, a Sell Short order in the covered security may be displayed or executed at a price that is less than or equal to the current NBB while the market is crossed. (iv) A Sell Short order, other than a CHX Only order, will be cancelled back to the order sender if, based on Rule 201 of Regulation SHO, such order is not Rules of the Chicago Stock Exchange, Inc. Page 222

executable, cannot be routed to another Trading Center pursuant to Article 19, Rule 3 or cannot be posted to the Matching System. (B) SNAP Cycle. During the stage four Order Matching Period of a SNAP Cycle, as described under Article 18, Rule 1(b)(4), in a covered security subject to the short sale price test restriction, participating SNAP Eligible Orders, as defined under Article 1, Rule 1(ss), marked Sell Short shall not be permitted to execute at prices at or below the NBB ascertained from the market snapshot taken pursuant to Article 18, Rule 1(b)(2)(E) and shall be handled as follows: (i) A SNAP Eligible Order marked Sell Short in a covered security subject to the short sale price test restriction, with a limit price at or below the NBB ascertained from the market snapshot taken pursuant to Article 18, Rule 1(b)(2)(E), shall be repriced to one minimum price increment above that NBB for ranking purposes on the SNAP CHX book. A SNAP Eligible Order marked Sell Short in a covered security subject to the short sale price test restriction, with a limit price at one minimum price increment above the NBB ascertained from the market snapshot taken pursuant to Article 18, Rule 1(b)(2)(E) or higher, shall be ranked on the SNAP CHX book at its limit price, without repricing. A SNAP Eligible Order marked Short Exempt, as defined under Article 1, Rule 2(b)(3)(E), in a covered security subject to the short sale price test restriction, shall be handled like a SNAP Eligible Order not marked Sell Short, as described under Article 18, Rule 1(b). SNAP Eligible Orders marked Sell Short in a covered security subject to the short sale price test restriction will never be permitted to execute at prices at or below the NBB ascertained from the market snapshot taken pursuant to Article 18, Rule 1(b)(2)(E). (ii) The Rule 201(b)(1)(iii)(A) of Regulation SHO exception shall not apply to a SNAP Eligible Order marked Sell Short that is being transitioned to the SNAP CHX book and such an order shall be repriced, if necessary, pursuant to subparagraph (B)(i) above. (iii) A limit order marked Start SNAP, as defined under Article 1, Rule 2(h)(1), and Sell Short for a covered security subject to short sale price test restriction shall not initiate a SNAP Cycle and shall be cancelled. (e) Execution of certain orders, order types and auctions. The following orders shall be executed within the Matching System as set out below: (1) Cross and Cross With Size orders. Cross and Cross With Size orders shall be automatically executed if they meet the requirements set out in Article 1, Rule 2(a)(2) and Rule 2(g)(1) above. If an order designated as a cross or Cross With Size does not meet the requirements for its designation at the time it is received by the Matching System, it shall be immediately and automatically cancelled. Rules of the Chicago Stock Exchange, Inc. Page 223

(2) SNAP Cycle. During a SNAP Cycle, participating SNAP Eligible Orders shall be executed within the Matching System at the SNAP Price, pursuant to Article 18, Rule 1(b)(4)(A). (3) Cross orders for Non-Regular Way Settlement: These orders shall be automatically executed without regard to either the NBBO or any orders for Regular Way Settlement that might be in the Matching System if they meet the requirements set out in Article 1, Rule 2(e)(2) above. If a cross order designated for Non-Regular Way Settlement does not meet the requirements for its designation at the time it is received by the Matching System, it shall be immediately and automatically cancelled. (4) Reserved (5) Reserved (f) Cancellation of orders. Order cancellation messages submitted by Participants shall be handled as follows: (1) Orders resting on the CHX book shall be immediately and automatically cancelled upon receipt of a cancellation message; provided, however, that cross orders cannot be cancelled or changed because they are always handled IOC; and (2) Cancel messages for routed orders shall be held by the Exchange while the routed order is away and only the unexecuted routed portion of a routed order shall be cancelled upon its return to the Matching System; provided, however, that the Exchange may release the pending routed portion of a Routable Order pursuant to Article 20, Rule 12. (g) Reporting of transactions. The Exchange shall report each transaction that occurs within the Matching System to the appropriate consolidated reporting system. Amended October 17, 2007; December 20, 2007; January 14, 2008; July 21, 2009; September 1, 2009; April 21, 2011; March 1, 2012 (SR-CHX-2012-02); March 1, 2013 (SR-CHX-2013-07; March 28, 2013 (SR-CHX-2013-08); May 6, 2013 (SR-CHX-2013-10); May 22, 2014 (SR-CHX- 2014-07); September 8, 2014 (SR-CHX-2014-15); October 31, 2014 (SR-CHX-2014-18); May 13, 2016 (SR-CHX-2015-03). Interpretations and Policies:.01 Orders may be entered by a Participant on its own behalf (traditionally, a proprietary or professional order) or for the account of a customer (traditionally, an agency order). In the Exchange's Matching System, agency orders are subject to the same display and execution processes as professional orders and agency orders do not receive any priority in order execution or handling. Rules of the Chicago Stock Exchange, Inc. Page 224

Amended September 29, 2006; August 20, 2007; July 21, 2009, April 14, 2010 (SR-CHX-2010-07); March 1, 2013 (SR-CHX-2013-07); May 6, 2013 (SR-CHX-2013-10); December 9, 2013 (SR- CHX-2013-21); May 22, 2014 (SR-CHX-2014-07); September 8, 2014 (SR-CHX-2014-15); October 31, 2014 (SR-CHX-2014-18). Rule 9. Cancellation or Adjustment of Bona Fide Error Trades (a) Generally. A trade executed on the Exchange in Bona Fide Error, as defined under Article 1, Rule 1(ii) may be cancelled or adjusted pursuant to this Rule, subject to the approval of the Exchange. (b) Participant requirements. The Exchange may approve a request for a trade cancellation or adjustment pursuant to this Rule and take the corrective action(s) necessary to effectuate such a cancellation or adjustment, provided that the following items are submitted to the Exchange, in a form prescribed by the Exchange, by the Participant that submitted the erroneous trade. The requirements of paragraph (b) must be complied with, to the satisfaction of the Exchange, before a trade cancellation or adjustment pursuant to this Rule may be approved or any corrective action may be taken. The Exchange shall have sole discretion in determining whether the requirements of this Rule have been satisfied. Bona Fide Error trade adjustments shall be available to Participants at the discretion of the Exchange. Announcements regarding the availability of Bona Fide Error trade adjustments shall be made by the Exchange via Information Memorandum and will be provided in a manner to give reasonable advance notice to its Participants. (1) Timely written request. The Participant that submitted the erroneous trade shall submit a written request for cancellation or adjustment, including all information and supporting documentation required by this Rule, including a Trade Error Report, no later than 4:30 p.m. CST on T+1. The Exchange will retain a copy of the written request, information, and supporting documentation. In extraordinary circumstances, a cancellation or adjustment may be requested and effected after T+1, with the approval of an officer of the Exchange; (2) Bona Fide Error. The Participant that submitted the erroneous trade shall identify the error that is a Bona Fide Error, as defined under Article 1, Rule 1(ii), and the source of the Bona Fide Error. The Participant shall also provide supporting documentation showing the objective facts and circumstances concerning the Bona Fide Error, such as the original terms of the order or a record of the misconveyance of terms; and (3) All parties consent. The Exchange shall verify that the cancellation or adjustment is requested by all parties involved in the Bona Fide Error trade (or by an authorized agent of those parties). The Participant that submitted the erroneous trade shall provide supporting documentation evidencing this consent. (c) Exchange validation of an adjustment. A trade adjustment shall only be made to the extent necessary to correct the Bona Fide Error. Prior to approving an adjustment, the Exchange shall ascertain that the adjusted trade could have been executed in the Matching System at the time the Rules of the Chicago Stock Exchange, Inc. Page 225

trade was initially executed, in compliance with all applicable CHX and SEC rules. If approved, the trade adjustment shall be accepted, recorded and submitted to a Qualified Clearing Agency, without regard to orders residing in the Matching System at the time the adjustment is made. (d) Corrective action(s) by the Exchange only. If the Exchange approves a request for a trade cancellation or adjustment, any corrective action(s) necessary to effectuate the cancellation or adjustment, including corrective entries into the Exchange s records and/or corrective clearing submissions to a Qualified Clearing Agency, shall be taken solely by the Exchange operations personnel. (e) Failure to comply with the provisions of this Rule shall be considered conduct inconsistent with just and equitable principles of trade and a violation of Article 9, Rule 2. Interpretations and Policies:.01 This Rule shall only apply to Bona Fide Errors committed by the Participant that submitted the erroneous trade or the customer of the Participant that submitted the erroneous trade. Amended September 29, 2006; November 8, 2007; Sept. 9, 2011 (SR-CHX-2011-21); October 31, 2013 (SR-CHX-2013-16); November 12, 2013 (SR-CHX-2013-19); June 10, 2014 (SR-CHX-2014-09) Rule 9A. Error Correction Transactions (a) Participant Requirements. A Participant may submit an Error Correction Transaction ( ECT ) to remedy the execution of customer orders that have been placed in error, provided that the following requirements are satisfied: (1) The erroneous transaction was the result of a Bona Fide Error, as defined under Article 1, Rule 1(ii); (2) The Bona Fide Error is evidenced by objective facts and circumstances and the Participant maintains documentation of such facts and circumstances; (3) The Participant recorded the ECT in its error account; (4) The Participant established, maintained, and enforced written policies and procedures that were reasonably designed to address the occurrence of errors and, in the event of an error, the use and terms of an ECT to correct the error in compliance with this Rule; and (5) The Participant regularly surveiled to ascertain the effectiveness of its policies and procedures to address errors and transactions to correct errors and took prompt action to remedy deficiencies in such policies and procedures. (b) ECT trade-through exemption. An ECT may execute without the restrictions of the tradethrough prohibition of Rule 611, provided that the ECT is marked with a special Bona Fide Error Rules of the Chicago Stock Exchange, Inc. Page 226

trade indicator. This exemption applies only to the ECT itself and does not, for example, apply to any subsequent trades made by a Participant to eliminate a proprietary position connected with the ECT. (c) Failure to comply with the provisions of this Rule shall be considered conduct inconsistent with just and equitable principles of trade and a violation of Article 9, Rule 2. Adopted October 31, 2013 (SR-CHX-2013-16); amended November 12, 2013 (SR-CHX-2013-19); June 10, 2014 (SR-CHX-2014-09) Rule 10. Handling of Clearly Erroneous Transactions (a) Definition. For purposes of this Rule, the terms of a transaction executed on the Exchange are "clearly erroneous" when there is an obvious error in any term, such as price, number of shares or other unit of trading, or identification of the security. A transaction made in clearly erroneous error and cancelled by both parties or determined by the Exchange to be clearly erroneous will be removed from the Consolidated Tape. (b) Request and Timing of Review. A Participant that receives an execution on an order that was submitted erroneously to the Exchange for its own or customer account may request that the Exchange review the transaction under this Rule. An Officer of the Exchange or such other employee designee of the Exchange ("Officer") shall review the transaction under dispute and determine whether it is clearly erroneous, with a view toward maintaining a fair and orderly market and the protection of investors and the public interest. Such request for review shall be made in writing via e-mail or other electronic means specified from time to time by the Exchange in a circular distributed to Participants. (1) Requests for Review. Requests for review must be received within thirty (30) minutes of execution time and shall include information concerning the time of the transaction(s), security symbol(s), number of shares, price(s), side (bought or sold), and factual basis for believing that the trade is clearly erroneous. Upon receipt of a timely filed request that satisfies the numerical guidelines set forth in Section (c)(1) of this Rule, the counterparty to the trade shall be notified by the Exchange as soon as practicable, but generally within 30 minutes. An Officer may request additional supporting written information to aid in the resolution of the matter. If requested, each party to the transaction shall provide, within thirty (30) minutes of the request, any supporting written information. Either party to the disputed trade may request the supporting written information provided by the other party on the matter. (2) Routed Executions. Other market centers will generally have an additional 30 minutes from receipt of their participant s timely filing, but no longer than 60 minutes from the time of the execution at issue, to file with the Exchange for review of transactions routed to the Exchange from that market center and executed on the Exchange. Rules of the Chicago Stock Exchange, Inc. Page 227

(c) Thresholds. Determinations of a clearly erroneous execution will be made as follows: (1) Numerical Guidelines. Subject to the provisions of paragraph (c)(3) below, a transaction executed during any of the Early, Regular, Late Trading or Late Crossing Sessions shall be found to be clearly erroneous if the price of the transaction to buy (sell) that is the subject of the complaint is greater than (less than) the Reference Price by an amount that equals or exceeds the Numerical Guidelines set forth below. The execution time of the transaction under review determines whether the threshold is the Early, Regular, Late Trading or Late Crossing Session. The Reference Price will be equal to the consolidated last sale immediately prior to the execution(s) under review except for: (A) Multi-Stock Events involving twenty or more securities, as described in paragraph (c)(2) below; and (B) in other circumstances, such as, for example, relevant news impacting a security or securities, periods of extreme market volatility, sustained illiquidity, or widespread system issues, where use of a different Reference Price is necessary for the maintenance of a fair and orderly market and the protection of investors and the public interest. Reference Price, Circumstance or Product Greater than $0.00 up to and including $25.00 Greater than $25.00 up to and including $50.00 Regular Trading Session Numerical Guidelines (Subject transaction s % difference from the Reference Price): 10% 20% 5% 10% Greater than $50.00 3% 6% Multi-Stock Event Filings involving five or more, but less than twenty, securities whose executions occurred within a period of five minutes or less 10% 10% Multi-Stock Event Filings involving twenty or more securities whose executions occurred within a period of five minutes or less 30%, subject to the terms of paragraph (c)(2) below Early, Late Trading and Late Crossing Session Numerical Guidelines (Subject transaction s % difference from the Reference Price): 30%, subject to the terms of paragraph (c)(2) below Rules of the Chicago Stock Exchange, Inc. Page 228

Leveraged securities ETF/ETN Regular Trading Session Numerical Guidelines multiplied by the leverage multiplier (i.e., 2x) Regular Trading Session Numerical Guidelines multiplied by the leverage multiplier (i.e., 2x) (2) Multi-Stock Events Involving Twenty or More Securities. During Multi-Stock Events involving twenty or more securities the number of affected transactions may be such that immediate finality is necessary to maintain a fair and orderly market and to protect investors and the public interest. In such circumstances, the Exchange may use a Reference Price other than consolidated last sale. To ensure consistent application across market centers when this paragraph is invoked, the Exchange will promptly coordinate with the other market centers to determine the appropriate review period, which may be greater than the period of five minutes or less that triggered application of this paragraph, as well as select one or more specific points in time prior to the transactions in question and use transaction prices at or immediately prior to the one or more specific points in time selected as the Reference Price. The Exchange will nullify as clearly erroneous all transactions that are at prices equal to or greater than 30% away from the Reference Price in each affected security during the review period selected by the Exchange and other markets consistent with this paragraph. (3) Additional Factors. Except in the context of a Multi-Stock Event involving five or more securities, an Officer may also consider additional factors to determine whether an execution is clearly erroneous, including but not limited to, system malfunctions or disruptions, volume and volatility for the security, derivative securities products that correspond to greater than 100% in the direction of a tracking index, news released for the security, whether trading in the security was recently halted/resumed, whether the security is an IPO, whether the security was subject to a stock-split, reorganization, or other corporate action, overall market conditions, Late Session executions, validity of the consolidated tapes trades and quotes, consideration of primary market indications, and executions inconsistent with the trading pattern in the stock. Each additional factor shall be considered with a view toward maintaining a fair and orderly market and the protection of investors and the public interest. (d) Outlier Transactions. In the case of an Outlier Transaction, an Officer may at its sole discretion, and on a case-by-case basis, consider requests received pursuant to subsection (b) of this Rule after 30 minutes, but not longer than sixty minutes after the transaction in question, depending on the facts and circumstances surrounding such request. (1) "Outlier Transaction" means a transaction where: (A) the execution price of the security is greater than three times the current Numerical Guidelines set forth in Paragraph (c)(1) of this Section, or (B) the execution price of the security in question is not within the Outlier Transaction parameters set forth in Paragraph (d)(1)(a) of this Section, but Rules of the Chicago Stock Exchange, Inc. Page 229

(e) Review Procedures. breaches the 52-week high or 52-week low, the Exchange may consider Additional Factors as outlined in subsection (c)(3) of this Rule in determining if the transaction qualifies for further review or if the Exchange shall decline to act. (1) Determination by Officer. Unless both parties (or party, in the case of a cross order or an order entered into the Matching System) to the disputed transaction agree to withdraw the initial request for review, the transaction under dispute shall be reviewed, and a determination shall be rendered by the Officer. If the Officer determines that the transaction is not clearly erroneous, the Officer shall decline to take any action in connection with the completed trade. In the event that the Officer determines that the transaction in dispute is clearly erroneous, the Officer shall declare the transaction null and void. A determination shall be made generally within thirty (30) minutes of receipt of the complaint, but in no case later than the start of Regular Trading on the following trading day. The parties shall be promptly notified of the determination. (2) Appeals. If a Participant affected by a determination made under this Rule so requests within the time permitted below, the Committee on Exchange Procedure will review decisions made by the Officer under this Rule, including whether a clearly erroneous execution occurred and whether the correct determination was made; provided however that the Committee on Exchange Procedure will not review decisions made by an Officer under paragraph (f) of this Rule if such Officer also determines under paragraph (f) of this Rule that the number of the affected transactions is such that immediate finality is necessary to maintain a fair and orderly market and to protect investors and the public interest, and further provided that with respect to rulings made by the Exchange in conjunction with one or more additional market centers, the number of affected transactions is similarly such that immediate finality is necessary to maintain a fair and orderly market and to protect investors and the public interest and, hence, are also nonappealable. (A) The Committee on Exchange Procedure is organized and operates pursuant to the provisions of Article 2, Rule 5. (B) In no case shall a member of Committee on Exchange Procedure participate in the decision if his or her firm is a party or he or she is affiliated with a party to the trade in question. (3) A request for review on appeal must be made via e-mail within thirty (30) minutes after the party making the appeal is given notification of the initial determination being appealed. The Committee on Exchange Procedure shall review the facts and render a decision as soon as practicable, but generally on the same trading day as the execution(s) under review. On requests for appeal received between 2:00 CT and the close of trading in the Late Crossing Session, a decision will be rendered as soon as practicable, but in no case later than the trading day following the date of the execution under review. Rules of the Chicago Stock Exchange, Inc. Page 230

(4) The Committee on Exchange Procedure may overturn or modify an action taken by the Officer under this Rule. All determinations by the Committee on Exchange Procedure shall constitute final action by the Exchange on the matter at issue. (5) If the Committee on Exchange Procedure votes to uphold the decision made pursuant to paragraph (e)(1), the Exchange will assess a $500.00 fee against the Participant who initiated the request for appeal. (6) Any determination by an Officer or by the Committee on Exchange Procedure shall be rendered without prejudice as to the rights of the parties to the transaction to submit their dispute to arbitration. (f) System Disruption or Malfunctions. In the event of any disruption or a malfunction in the operation of any electronic communications and trading facilities of the Exchange in which the nullification of transactions may be necessary for the maintenance of a fair and orderly market or the protection of investors and the public interest exist, the Officer (or such other senior level employee designee of the Exchange), on his or her own motion, may review such transactions and declare such transactions arising out of the operation of such facilities during such period null and void. In such events, the Officer (or such other senior level employee designee) of the Exchange will rely on the provisions of Section (c)(1) (3) of this Rule, but in extraordinary circumstances may also use a lower Numerical Guideline if necessary to maintain a fair and orderly market, protect investors and the public interest. Absent extraordinary circumstances, any such action of the Officer (or such other senior level employee designee of the Exchange) pursuant to this subsection (f) shall be taken within thirty (30) minutes of detection of the erroneous transaction. When extraordinary circumstances exist, any such action of the Officer (or such other senior level employee designee of the Exchange) must be taken by no later than the start of Regular Trading on the day following the date of execution(s) under review. Each Participant involved in the transaction shall be notified as soon as practicable, and the Participant aggrieved by the action may appeal such action in accordance with the provisions of paragraph (e)(2) above. (g) Officer Acting On Own Motion. An Officer (or such other senior level employee designee of the Exchange), acting on his or her own motion, may review potentially erroneous executions and declare trades null and void or shall decline to take any action in connection with the completed trade(s). In such events, the Officer (or such other senior level employee designee) of the Exchange will rely on the provisions of Section (c)(1)-(3) of this Rule. Absent extraordinary circumstances, any such action of the Officer (or such other senior level employee designee of the Exchange) shall be taken in a timely fashion, generally within thirty (30) minutes of the detection of the erroneous transaction. When extraordinary circumstances exist, any such action of the Officer (or such other senior level employee designee of the Exchange) must be taken by no later than the start of Regular Trading Session on trading day following the date of execution(s) under review. When such action is taken independently, each party involved in the transaction shall be notified as soon as practicable by the Exchange, and the party aggrieved by the action may appeal such action in accordance with the provisions of paragraph (e)(2) above. Rules of the Chicago Stock Exchange, Inc. Page 231

(h) Trade Nullification for UTP Securities that are Subject of Initial Public Offerings ("IPOs"). Pursuant to SEC Rule 12f-2, as amended, the Exchange may extend unlisted trading privileges to a security that is the subject of an initial public offering when at least one transaction in the subject security has been effected on the national securities exchange or association upon which the security is listed and the transaction has been reported pursuant to an effective transaction reporting plan. A clearly erroneous error may be deemed to have occurred in the opening transaction of the subject security if the execution price of the opening transaction on the Exchange is the lesser of $1.00 or 10% away from the opening price on the listing exchange or association. In such circumstances, the Officer (or such other senior level employee designee of the Exchange) shall declare the opening transaction null and void or shall decline to take action in connection with the completed trade(s). Clearly erroneous executions of subsequent transactions of the subject security will be reviewed in the same manner as the procedure set forth in (e)(1). Absent extraordinary circumstances, any such action of the Officer (or such other senior level employee designee of the Exchange) pursuant to this subsection (h) shall be taken in a timely fashion, generally within thirty (30) minutes of the detection of the erroneous transaction. When extraordinary circumstances exist, any such action of the Officer (or such other senior level employee designee of the Exchange) must be taken by no later than the start of Regular Trading on the day following the date of execution(s) under review. Each party involved in the transaction shall be notified as soon as practicable by the Exchange, and the party aggrieved by the action may appeal such action in accordance with the provisions of paragraph (e)(2) above. (i) Securities subject to Limit Up-Limit Down Plan. For purposes of this paragraph, the phrase Limit Up-Limit Down Plan or Plan shall mean the Plan to Address Extraordinary Market Volatility Pursuant to Rule 608 of Regulation NMS under the Act. The provisions of paragraphs (a) through (h) above and (j) through (k) below shall govern all Exchange transactions, including transactions in securities subject to the Plan, other than as set forth in this paragraph (i). If as a result of an Exchange technology or systems issue any transaction occurs outside of the applicable price bands disseminated pursuant to the Plan, an Officer of the Exchange or senior level employee designee, acting on his or her own motion or at the request of a third party, shall review and declare any such trades null and void. Absent extraordinary circumstances, any such action of the Officer of the Exchange or other senior level employee designee shall be taken in a timely fashion, generally within thirty (30) minutes of the detection of the erroneous transaction. When extraordinary circumstances exist, any such action of the Officer of the Exchange or other senior level employee designee must be taken by no later than the start of the Regular Trading Session on the trading day following the date on which the transaction(s) under review occurred. Each Participant involved in the transaction shall be notified as soon as practicable by the Exchange, and the party aggrieved by the action may appeal such action in accordance with the provisions of paragraph (e)(2) above. In the event that a single plan processor experiences a technology or systems issue that prevents the dissemination of price bands, the Exchange will make the determination of whether to nullify transactions based on paragraphs (a) through (h) above and (j) through (k) below. (j) Multi-Day Event. A series of transactions in a particular security on one or more trading days may be viewed as one event if all such transactions were effected based on the same fundamentally incorrect or grossly misinterpreted issuance information resulting in a severe Rules of the Chicago Stock Exchange, Inc. Page 232

valuation error for all such transactions (the Event ). An Officer of the Exchange or senior level employee designee, acting on his or her own motion, shall take action to declare all transactions that occurred during the Event null and void not later than the start of trading on the day following the last transaction in the Event. If trading in the security is halted before the valuation error is corrected, an Officer of the Exchange or senior level employee designee shall take action to declare all transactions that occurred during the Event null and void prior to the resumption of trading. Notwithstanding the foregoing, no action can be taken pursuant to this paragraph with respect to any transactions that have reached settlement date or that result from an initial public offering of a security. To the extent transactions related to an Event occur on one or more other market centers, the Exchange will promptly coordinate with such other market center(s) to ensure consistent treatment of the transactions related to the Event, if practicable. Any action taken in connection with this paragraph will be taken without regard to the Numerical Guidelines set forth in this Rule. Each Participant involved in a transaction subject to this paragraph shall be notified as soon as practicable by the Exchange, and the party aggrieved by the action may appeal such action in accordance with the provisions of paragraph (e)(2) above. (k) Trading Halts. In the event of any disruption or malfunction in the operation of the electronic communications and trading facilities of the Exchange, another market center or responsible single plan processor in connection with the transmittal or receipt of a regulatory trading halt, suspension or pause, an Officer of the Exchange or senior level employee designee, acting on his or her own motion, shall nullify any transaction in a security that occurs after the primary listing market for such security declares a regulatory trading halt, suspension or pause with respect to such security and before such regulatory trading halt, suspension or pause with respect to such security has officially ended according to the primary listing market. In addition, in the event a regulatory trading halt, suspension or pause is declared, then prematurely lifted in error and is then re-instituted, an Officer of the Exchange or senior level employee designee shall nullify transactions that occur before the official, final end of the halt, suspension or pause according to the primary listing market. Any action taken in connection with this paragraph shall be taken in a timely fashion, generally within thirty (30) minutes of the detection of the erroneous transaction and in no circumstances later than the start of Regular Trading Session on the trading day following the date of execution(s) under review. Any action taken in connection with this paragraph will be taken without regard to the Numerical Guidelines set forth in this Rule. Each Participant involved in a transaction subject to this paragraph shall be notified as soon as practicable by the Exchange, and the party aggrieved by the action may appeal such action in accordance with the provisions of paragraph (e)(2) above. Interpretations and Policies:.01 The provisions of paragraphs (c), (e)(2), (f), and (g) of this Rule, as amended on September 10, 2010, and the provisions of paragraphs (i) through (k), shall be in effect during a pilot period to coincide with the pilot period for the Limit Up-Limit Down Plan, including any extensions to the pilot period for the Plan. If the Plan is not either extended or approved as permanent, the prior versions of paragraphs (c), (e)(2), (f), and (g) shall be in effect, and the provisions of paragraphs (i) through (k) shall be null and void. Rules of the Chicago Stock Exchange, Inc. Page 233

Amended September 29, 2006; March 10, 2008; October 2, 2009, September 10, 2010 (SR-CHX- 2010-13), December 08, 2010 (SR-CHX-2010-23), April 5, 2011 (SR-CHX-2011-06), August 8, 2011 (SR-CHX-2011-24), August 10, 2011 (SR-CHX-2011-22); January 23, 2012 (SR-CHX-2012-04); July 27, 2012 (SR-CHX-2012-11); January 28, 2013 (SR-CHX-2013-04); March 28, 2013 (SR-CHX-2013-08); September 24, 2013 (SR-CHX-2013-17); March 19, 2014 (SR-CHX-2014-04); May 22, 2014 (SR-CHX-2014-07); June 19, 2014 (SR-CHX-2014-06). Rule 11. Cancellation or Adjustment of Stock Leg Trades (a) Generally. Unless otherwise expressly prohibited by the Exchange's rules, a trade representing the stock leg of a Stock-Option combination order, as defined under Article 1, Rule 1(jj) or a Stock- Future combination order, as defined under Article 1, Rule 1(kk), may be subject to cancellation or adjustment by the Exchange pursuant to this Rule, if the stock leg trade was marked by a special trade indicator when it was originally submitted to the Matching System. If the stock leg trade was not originally marked by a special trade indicator, the trade shall not be eligible for cancellation or adjustment, notwithstanding compliance with the other requirements of this Rule. (b) Cancellation of Stock Leg Trade (1) Requirements. The Exchange may approve a request to cancel a stock leg trade that was originally marked by a special trade indicator and take the corrective action(s) necessary to effectuate such a cancellation, provided that the following items are submitted to the Exchange, in a form prescribed by the Exchange, by the Participant that submitted the stock leg trade. The requirements of this paragraph (b) must be complied with to the satisfaction of the Exchange, before a stock leg trade cancellation pursuant to this Rule may be approved or any corrective action may be taken. The Exchange shall have sole discretion in determining whether the requirements of this Rule have been satisfied. (A) Timely written request. The Participant that submitted the stock leg trade shall submit a written request for cancellation, including all information and supporting documentation required by this Rule, no later than 4:30 p.m. CST on T+1. The Exchange will retain a copy of the written request, information and supporting documentation. In extraordinary circumstances, a cancellation may be requested and effected after T+1, with the approval of an officer of the Exchange; (B) Qualified Cancellation Basis. The Participant that submitted the stock leg trade must identify the Qualified Cancellation Basis, as defined under paragraph (b)(2). The Participant shall also provide and maintain supporting documentation showing the objective facts and circumstances supporting the Qualified Cancellation Basis; and Rules of the Chicago Stock Exchange, Inc. Page 234

(C) All parties consent. The Exchange shall verify that the cancellation is requested by all parties involved in the stock leg trade (or by an authorized agent of those parties). The Participant that submitted the stock leg trade shall provide supporting documentation evidencing this consent. (2) Qualified Cancellation Basis. A stock leg trade may only be cancelled for one or more of the following reasons: (A) A non-stock leg executed at a price/quantity or was adjusted to a price/quantity other than the price/quantity originally agreed upon by all of the parties to the Stock-Option or Stock-Future order; (B) A non-stock leg could not be executed; or (C) A non-stock leg was cancelled by the exchange on which it was executed. (c) Adjustment of Stock Leg Trade (1) Requirements. The Exchange may approve a request to adjust a stock leg trade that was originally marked by a special trade indicator and take the corrective action(s) necessary to effectuate such an adjustment, provided that the following items are submitted to the Exchange, in a form prescribed by the Exchange, by the Participant that submitted the stock leg trade. The requirements of this paragraph (c) must be complied with to the satisfaction of the Exchange before a stock leg trade adjustment pursuant to this Rule may be approved or any corrective action may be taken. The Exchange shall have sole discretion in determining whether the requirements of this Rule have been satisfied. (A) Timely written request. The Participant that submitted the stock leg trade shall submit a written request for adjustment, including all information and supporting documentation required by this Rule, no later than 4:30 p.m. CST on T+1. The Exchange will retain a copy of the written request, information, and supporting documentation. In extraordinary circumstances, an adjustment may be requested and effected after T+1, with the approval of an officer of the Exchange; (B) Qualified Adjustment Basis. The Participant that submitted the stock leg trade shall identify the Qualified Adjustment Basis, as defined under paragraph (c)(2). The Participant shall also provide and maintain supporting documentation showing the objective facts and circumstances supporting the Qualified Adjustment Basis; (C) All parties consent. The Exchange shall verify that the adjustment has been consented to by all parties involved in the stock leg trade (or by an authorized agent Rules of the Chicago Stock Exchange, Inc. Page 235

of those parties). The Participant that submitted the stock leg trade shall provide supporting documentation evidencing this consent; and (D) Additional Documentation. The Participant that submitted the stock leg trade shall submit a proposed Adjusted Stock Price or Adjusted Stock Quantity, as detailed under paragraph (c)(3). (2) Qualified Adjustment Basis. A stock leg trade may only be adjusted if a non-stock leg executed at a price/quantity or was adjusted to a price/quantity other than the price/quantity originally agreed upon by all of the parties to the Stock-Option or Stock-Future order. (3) Proposed Adjustment(s). The following adjustment options under subparagraphs (A) (C) shall be available to Participants at the discretion of the Exchange. Announcements regarding the availability of the adjustment options shall be made by the Exchange via Information Memorandum and will be provided in a manner to give reasonable advance notice to its Participants. The Participant that submitted the stock leg trade may request only one of the following adjustments per Stock-Option or Stock-Future order. Pursuant to paragraph (c)(1)(d), the Participant shall provide the applicable information and calculations to the Exchange in a form prescribed by the Exchange: (A) Adjusted Stock Price. Where a non-stock leg executed at a price or was adjusted to a price other than the price originally agreed upon by all of the parties to the Stock-Option or Stock-Future order and the parties wish to maintain the original aggregate cash flow of the Stock-Option or Stock-Future order, the Participant that submitted the stock leg trade must submit: (i) the aggregate cash flow of the Stock-Option or Stock-Future order based on trade prices had it been fully executed at the original terms agreed upon by all of the parties to the Stock-Option or Stock-Future order, prior to any component trade having been executed; (ii) the actual aggregate cash flow of the executed non-stock leg(s); (iii) the Comparable Stock Price ( CSP ) for the stock leg which would result in exactly the same aggregate cash flow as indicated under subparagraph (i); (iv) the proposed Adjusted Stock Price ( ASP ) that comports with the following formula: (CSP $0.015) ASP (CSP + $0.015) Rules of the Chicago Stock Exchange, Inc. Page 236

(B) Adjusted Stock Quantity. Where a non-stock leg executed at a quantity or was adjusted to a quantity other than the quantity originally agreed upon by all of the parties to the Stock-Option or Stock-Future order, the Participant that submitted the stock leg trade must submit: (i) the original hedge ratio agreed upon by all the parties to the Stock-Option or Stock-Future order, prior to any component trade having been executed; (ii) the proposed Expected Stock Quantity ( ESQ ) that maintains the original hedge ratio; and (iii) the proposed Adjusted Stock Quantity ( ASQ ) that comports with the following formula: 98.5% ESQ ASQ 101.5% ESQ (C) Adjusted Stock Quantity (Stock-Option trade only). Where an options leg executed at a price or was adjusted to a price other than the price originally agreed upon by all of the parties to the Stock-Option order and the parties wish to maintain the original delta-based hedge ratio, the Participant that submitted the stock leg trade must submit: (i) the delta used to calculate the size of the original stock leg trade ( Δ1 ); (ii) the proposed delta associated with the ASP ( Δ2 ); (iii) the proposed ESQ based on the following formula: ESQ = (Original Stock Leg Quantity x Δ2)/Δ1 (iv) the proposed ASQ that comports with the following formula: 98.5% ESQ ASQ 101.5% ESQ (4) Exchange validation of an adjustment. A stock leg trade adjustment shall only be made to the extent that the requirements of this paragraph (c) are satisfied. Prior to approving an adjustment, the Exchange shall ascertain that the adjusted stock leg trade could have been executed in the Matching System at the time the trade was initially executed, in compliance with all applicable CHX and SEC rules. If approved, the trade adjustment shall be accepted, recorded and submitted to a Qualified Clearing Agency, without regard to orders residing in the Matching System at the time the adjustment is made. Rules of the Chicago Stock Exchange, Inc. Page 237

(d) Corrective action(s) by the Exchange only. If the Exchange approves a request for a stock leg trade cancellation or adjustment, any corrective action(s) necessary to effectuate the cancellation or adjustment, including, but not limited to, corrective entries into the Exchange s records and/or corrective clearing submissions to a Qualified Clearing Agency, shall be taken by Exchange operations personnel only. (e) Failure to comply with the provisions of this Rule shall be considered conduct inconsistent with just and equitable principles of trade and a violation of Article 9, Rule 2. Interpretations and Policies:.01 A Participant requesting a cancellation or adjustment of a stock leg trade pursuant to this Rule may satisfy the requirements of paragraphs (b) or (c) by way of documented attestation from the agent(s) representing the parties to the Stock-Option or Stock-Future trade that contains all information and calculations required by this Rule. The Exchange reserves the right to require documentation in addition to such attestations. Adopted October 31, 2013 (SR-CHX-2013-16); amended November 12, 2013 (SR-CHX-2013-19); June 10, 2014 (SR-CHX-2014-09); June 10, 2014 (SR-CHX-2014-09) Rule 12. Order Cancellation/Release by the Exchange (a) The Exchange or CHXBD may cancel orders as it deems to be necessary to maintain fair and orderly markets if a technical or systems issue occurs at the Exchange, CHXBD, a nonaffiliated third party broker in connection with the CHX Routing Services provided under Article 19, or another Trading Center to which an order has been routed. The Exchange or CHXBD shall provide notice of the cancellation to affected Participants as soon as practicable. (b) The Exchange may release orders being held on the Exchange awaiting another Trading Center execution as it deems necessary to maintain fair and orderly markets if a technical or systems issue occurs at the Exchange, CHXBD, a non-affiliated third-party broker, or another Trading Center to which an order has been routed. Adopted September 8, 2014 (SR-CHX-2014-15). Rule 13. Compliance with Regulation NMS Plan to Implement a Tick Size Pilot Changes to this rule are effective, but not yet operative. Please see Appendix A below for more information. (a) Compliance with Quoting and Trading Restrictions Rules of the Chicago Stock Exchange, Inc. Page 238

(1) Reserved (b) Compliance with Data Collection Requirements (1) Policies and Procedures Requirement. A CHX Participant that operates a Trading Center shall establish, maintain and enforce written policies and procedures that are reasonably designed to comply with the data collection and transmission requirements of Items I and II of Appendix B of the Plan, and a CHX Participant that is a Market Maker shall establish, maintain and enforce written policies and procedures that are reasonably designed to comply with the data collection and transmission requirements of Item IV of Appendix B of the Plan and Item I of Appendix C of the Plan. (2) Trading Centers Data Requirements (A) Certain CHX Participant Trading Centers (i) A CHX Participant that operates a Trading Center subject to the Tick Size Pilot Program, and for which the Exchange is the designated examining authority ( DEA ), shall collect and transmit to the Exchange data described in Items I and II of Appendix B to the Plan with respect to: (a) Each Pre-Pilot Data Collection Security for the period beginning six months prior to the Pilot Period through the trading day immediately preceding the Pilot Period; and (b) Each Pilot Security for the period beginning on the first day of the Pilot Period through six months after the end of the Pilot Period. (ii) Each CHX Participant that operates a Trading Center subject to the Tick Size Pilot Program, and for which the Exchange is the DEA, shall comply with their collection and transmission obligations under Items I and II of Appendix B to the Plan and this Rule through their submission of all data elements required pursuant to Article 11, Rule 3, as well as the following additional data elements, when an order in a Pilot Security or Pre-Pilot Data Collection Security is received or originated: (a) Whether the CHX Participant is a Trading Center in either the Pilot Security or the Pre-Pilot Data Collection Security; and (b) Whether the order is routable. (iii) When an order in a Pilot Security or Pre-Pilot Data Collection Security is executed, each CHX Participant subject to this paragraph (b)(2)(a) shall comply with its collection and transmission obligations under Items I and II of Rules of the Chicago Stock Exchange, Inc. Page 239

Appendix B to the Plan and this Rule by identifying whether CHX Participant is relying upon the Retail Investor Order exception with respect to the execution of the order. (iv) Each CHX Participant that operates a Trading Center subject to the Tick Size Pilot Program, and for which the Exchange is the DEA, shall submit data required under paragraph (b)(2)(a) by 8:00 a.m. CST the calendar day following the reportable event. (v) The Exchange shall collect and transmit to the SEC the data described in Items I and II of Appendix B of the Plan and collected pursuant to this paragraph (b)(2)(a). The Exchange shall transmit such data to the SEC in a pipe delimited format, on a disaggregated basis by Trading Center, within 30 calendar days following month end. The Exchange shall make such data publicly available on the CHX website on a monthly basis at no charge and shall not identify the Trading Center that generated the data. (B) CHX Trading Center (i) The Exchange shall collect and transmit to the SEC the data described in Items I and II of Appendix B of the Plan relating to trading activity in Pre-Pilot Securities and Pilot Securities on a Trading Center operated by the Exchange. The Exchange shall transmit such data to the SEC in a pipe delimited format, on a disaggregated basis by Trading Center, within 30 calendar days following month end for: (a) Each Pre-Pilot Data Collection Security for the period beginning six months prior to the Pilot Period through the trading day immediately preceding the Pilot Period; and (b) Each Pilot Security for the period beginning on the first day of the Pilot Period through six months after the end of the Pilot Period. (ii) The Exchange shall make such data publicly available on the Exchange web site on a monthly basis at no charge and shall not identify the CHX Participant that generated the data. (3) Daily Market Maker Participation Statistics Requirement (A) A CHX Participant that is a Market Maker shall collect and transmit to their DEA data relating to Item IV of Appendix B of the Plan, with respect to activity conducted on any Trading Center in Pre-Pilot Securities and Pilot Securities in furtherance of its status as a Market Maker, including a Trading Center that executes trades otherwise than on a national securities exchange, for transactions that have settled or reached settlement date. Market Makers shall transmit such data in a format required by their DEA by 12:00 p.m. EST on T+4: Rules of the Chicago Stock Exchange, Inc. Page 240

(i) For transactions in each Pre-Pilot Data Collection Security for the period beginning six months prior to the Pilot Period through the trading day immediately preceding the Pilot Period; and (ii) For transactions in each Pilot Security for the period beginning on the first day of the Pilot Period through six months after the end of the Pilot Period. (B) A CHX Participant that is a Market Maker whose DEA (i) is not a Participant to the Plan ( Plan Participant ) or (ii) is the Exchange shall transmit the data collected pursuant to paragraph (3)(A) above to FINRA, in a manner as prescribed by FINRA. Market Makers shall transmit such data in a format required by FINRA by 12:00 p.m. EST on T+4 in accordance with paragraphs (3)(A)(i) and (ii) above. (C) The Exchange shall transmit the data collected by the DEA or FINRA pursuant to paragraphs (3)(A) and (B) above relating to Market Maker activity on a Trading Center operated by the Exchange to the SEC in a pipe delimited format within 30 calendar days following month end. The Exchange shall also make such data publicly available on the Exchange web site on a monthly basis at no charge and shall not identify the Trading Center that generated the data. (4) Market Maker Profitability (A) A CHX Participant that is a Market Maker shall collect and transmit to their DEA the data described in Item I of Appendix C of the Plan with respect to executions on any Trading Center that have settled or reached settlement date. Market Makers shall transmit such data in a format required their DEA by 12:00 p.m. EST on T+4 for executions during and outside of Regular Trading Hours in each: (i) Pre-Pilot Data Collection Security for the period beginning six months prior to the Pilot Period through the trading day immediately preceding the Pilot Period; and (ii) Pilot Security for the period beginning on the first day of the Pilot Period through six months after the end of the Pilot Period. (B) A CHX Participant that is a Market Maker whose DEA (i) is not a Plan Participant or (ii) is the Exchange shall transmit the data collected pursuant to paragraph (4)(A) above to FINRA, in a manner as prescribed FINRA. Market Makers shall transmit such data in a format required by FINRA by 12:00 p.m. EST on T+4 for executions during and outside of Regular Trading Hours in accordance with paragraphs (4)(A)(i) and (ii) above. Rules of the Chicago Stock Exchange, Inc. Page 241

(5) Market Maker Registration Statistics. The Exchange shall collect and transmit to the SEC the data described in Item III of Appendix B of the Plan relating to daily Market Maker registration statistics in a pipe delimited format within 30 calendar days following month end for: (A) For transactions in each Pre-Pilot Data Collection Security for the period beginning six months prior to the Pilot Period through the trading day immediately preceding the Pilot Period; and (B) For transactions in each Pilot Security for the period beginning on the first day of the Pilot Period through six months after the end of the Pilot Period. Interpretations and Policies:.01 The terms used in this Article 20, Rule 13 shall have the same meaning as provided in the Plan, unless otherwise specified..02 For purposes of the reporting requirement in Appendix B.II.(n), a Trading Center shall report Y to their DEA where it is relying upon the Retail Investor Order exception to Test Groups Two and Three, and N in all other instances..03 For purposes of Appendix B.I, the field Affected by Limit-Up Limit-Down bands shall be included. A Trading Center shall report a value of Y to their DEA when the ability of an order to execute has been affected by the Limit-Up Limit-Down (LULD) bands in effect at the time of order receipt. A Trading Center shall report a value of N to their DEA when the ability of an order to execute has not been affected by the LULD bands in effect at the time of order receipt. For purposes of Appendix B.I, the Plan Participants shall classify all orders in Pilot and Pre-Pilot Securities that may trade in a foreign market as: (1) fully executed domestically or (2) fully or partially executed on a foreign market. For purposes of Appendix B.II, the Plan Participants shall classify all orders in Pilot and Pre-Pilot Securities that may trade in a foreign market as: (1) directed to a domestic venue for execution; (2) may only be directed to a foreign venue for execution; or (3) fully or partially directed to a foreign venue at the discretion of the CHX Participant..04 For purposes of Appendix B.I.a(14), B.I.a(15), B.I.a(21) and B.I.a(22), the time ranges shall be changed as follows: (a) Appendix B.I.a(14A): The cumulative number of shares of orders executed from 100 microseconds to less than 1 millisecond after the time of order receipt; (b) Appendix B.I.a(15): The cumulative number of shares of orders executed from 1 millisecond to less than 100 milliseconds after the time of order receipt; (c) Appendix B.I.a(21A): The cumulative number of shares of orders canceled from 100 microseconds to less than 1 millisecond after the time of order receipt; and Rules of the Chicago Stock Exchange, Inc. Page 242

(d) Appendix B.I.a(22): The cumulative number of shares of orders canceled from 1 millisecond to less than 100 milliseconds after the time of order receipt..05 For purposes of Appendix B.I.a(31)-(33), the relevant measurement is the time of order receipt..06 For purposes of Appendix B, the following order types and numbers shall be included and assigned the following numbers: not held orders (18); clean cross orders (19); auction orders (20); and orders that cannot otherwise be classified, including orders received when the NBBO is crossed (21)..07 A CHX Participant shall not be deemed a Trading Center for purposes of Appendix B of the Plan where that CHX Participant only executes orders otherwise than on a national securities exchange for the purpose of: (i) correcting a bona fide error related to the execution of a customer order; (ii) purchases a security from a customer at a nominal price solely for purposes of liquidating the customer s position; or (iii) completing the fractional share portion of an order..08 A Trading Center shall begin the data collection required pursuant to Appendix B.I.a(1) through B.II.(y) of the Plan and Item I of Appendix C of the Plan on April 4, 2016. The requirement that the Exchange or their DEA provide information to the SEC within 30 days following month end and make certain data publicly available on the Exchange s or DEA s web site pursuant to Appendix B and C of the Plan shall commence at the beginning of the Pilot Period..09 For purposes of Item I of Appendix C, the Plan Participants shall calculate daily Market Maker realized profitability statistics for each trading day on a daily last in, first out (LIFO) basis using reported trade price and shall include only trades executed on the subject trading day. The daily LIFO calculation shall not include any positions carried over from previous trading days. For purposes of Item I.c of Appendix C, the Plan Participants shall calculate daily Market Maker unrealized profitability statistics for each trading day on an average price basis. Specifically, the Plan Participants must calculate the volume weighted average price of the excess (deficit) of buy volume over sell volume for the current trading day using reported trade price. The gain (loss) of the excess (deficit) of buy volume over sell volume shall be determined by using the volume weighted average price compared to the closing price of the security as reported by the primary listing exchange. In calculating unrealized trading profits, the Plan Participant also shall report the number of excess (deficit) shares held by the Market Maker, the volume weighted average price of that excess (deficit), and the closing price of the security as reported by the primary listing exchange used in reporting unrealized profit..10 Pre-Pilot Data Collection Securities are the securities designated by the Plan Participants for purposes of the data collection requirements described in Items I, II and IV of Appendix B and Item I of Appendix C of the Plan for the period beginning six months prior to the Pilot Period and ending on the trading day immediately preceding the Pilot Period. The Plan Participants shall compile the list of Pre-Pilot Data Collection Securities by selecting all NMS stocks with a market capitalization of $5 billion or less, a Consolidated Average Daily Volume (CADV) of 2 million shares or less and a closing price of $1 per share or more. The market capitalization and the closing Rules of the Chicago Stock Exchange, Inc. Page 243

price thresholds shall be applied to the last day of the Pre-Pilot measurement period, and the CADV threshold shall be applied to the duration of the Pre-Pilot measurement period. The Pre-Pilot measurement period shall be the three calendar months ending on the day when the Pre-Pilot Data Collection Securities are selected. The Pre-Pilot Data Collection Securities shall be selected thirty days prior to the commencement of the six-month Pre-Pilot Period..11 This Rule shall be in effect during a pilot period to coincide with the pilot period for the Plan (including any extensions to the pilot period for the Plan). Adopted March 28, 2016 (SR-CHX-2016-03). Rules of the Chicago Stock Exchange, Inc. Page 244

ARTICLE 21. Clearance and Settlement Rule 1. Trade Recording with a Qualified Clearing Agency (a) Every Participant which executes transactions on the Exchange shall maintain an account with a Qualified Clearing Agency for the recording of such transactions or shall maintain such an account through a Participant which is a participant of a Qualified Clearing Agency (a "clearing firm"), for the recording of such transactions, upon such terms and conditions as the Exchange may prescribe. (b) Each clearing firm must be a Participant of the Exchange. The clearing firm shall be responsible for the clearance of the transactions effected by each Participant which gives up such clearing firm's name pursuant to a letter of authorization, letter of guarantee or other authorization given by such clearing firm to such Participant. (c) Each Participant for which the Exchange is the Designated Examining Authority shall submit to the Exchange all clearing agreements between the Participant and any other Participant, or any foreign or domestic non-participant broker/dealer. These agreements and any substantive changes in any such agreements are subject to Exchange approval. (d) The Exchange shall submit trade data regarding every transaction that is executed on, and reported to, the Exchange to a Qualified Clearing Agency for recording. Amended September 29, 2006; Oct. 24, 2011 (SR-CHX-2011-17). Rule 2. Book-Entry Settlement Requirements (a) A Participant shall use the facilities of a securities depository for the book-entry settlement of all transactions in depository eligible securities with another Participant or with a member of a national securities exchange or a registered securities association. (b) A Participant shall not effect a delivery-versus-payment or receipt-versus-payment transaction in a depository eligible security with a customer unless the transaction is settled by book-entry using the facilities of a securities depository. (c) For purposes of this rule, the term "securities depository" shall mean a securities depository registered as a clearing agency under Section 17A of the Securities Exchange Act of 1934. (d) The term "depository eligible securities" shall mean securities that (1) are part of an issue if securities that is eligible for deposit at a securities depository and (2) with respect to a particular transaction, are eligible for book-entry transfer at the depository at the time of settlement of the transaction. Rules of the Chicago Stock Exchange, Inc. Page 245

(e) This rule shall not apply to transactions that are settled outside of the United States. (f) The requirements of this rule shall supersede any inconsistent requirements under other Exchange rules. (g) This rule shall not apply to any transaction where the securities to be delivered in settlement of the transaction are not on deposit at a securities depository and: (1) if the transaction is for same-day settlement, the deliverer cannot by reasonable efforts deposit the securities in a securities depository prior to the cut-off time established by the depository for same-day crediting of deposited securities, or (2) the deliverer cannot by reasonable efforts deposit the securities in a depository prior to a cut-off date established by the depository for that issue of securities. Amended September 29, 2006; May 22, 2014 (SR-CHX-2014-07). Rule 3. Exchange Contracts Extended or Postponed Anything contained in the rules to the contrary notwithstanding, (a) the Board of Directors may extend or postpone the time for the performance of Exchange Contracts whenever, in its opinion, such action is called for by the public interest or by just and equitable principles of trade, or to meet unusual conditions; and (b) unless otherwise directed by the Exchange, all contracts which would otherwise be due on any day on which deliveries are suspended under clause (c) shall be due and settled on the next day on which deliveries are resumed and all other contracts due for settlement after any day on which deliveries are so suspended shall be settled on the original due dates of such contracts. Amended September 29, 2006; May 22, 2014 (SR-CHX-2014-07). Rule 4. Acting as Agent for Participants Upon written application and acceptance, the Exchange may enter into an agreement with a Participant. Such Agreement may authorize the Exchange to perform various functions on behalf of and as agent of such Participant, including but not limited to, drawing upon and depositing to such Participant's bank account, borrowing of securities, providing and keeping reports and records, performance of special cashiering functions, and performance of such other functions as are deemed appropriate or desirable. Amended September 29, 2006. Rules of the Chicago Stock Exchange, Inc. Page 246

Rule 5. Anonymous Trade Reporting and Clearing (a) Except as provided in (e), below, transaction reports for all trades executed on the Exchange will indicate the details of the transaction, but will not reveal a Participant's identity as a contra party if that Participant has requested that its identity remain anonymous. (b) The Exchange will reveal the identity of a Participant or a Participant's clearing firm in the following circumstances: (1) for regulatory purposes or to comply with an order of a court or arbitrator; (2) when the National Securities Clearing Corporation ("NSCC") ceases to act for a Participant or a Participant's clearing firm and NSCC determines not to guarantee the settlement of a Participant's trades; or (3) if both parties to the trade consent. (c) The Exchange will reveal to a Participant, no later than the end of the day on the date an anonymous trade was executed, when that Participant has submitted an order that has executed against an order submitted by that same Participant. (d) To help satisfy a Participant's record-keeping obligations under Rules 17a-3(a)(1) and 17a-4(a) under the Exchange Act, the Exchange shall retain for the period of time specified in Rule 17a- 4(a) the identity of each Participant that executes an anonymous transaction described in paragraph (b) of this rule. Participants shall retain the obligation to comply with Rules 17a-3(a)(1) and 17a- 4(a) under the Exchange Act whenever they possess the identity of their contra parties. (e) The provisions of this Rule shall not apply to any type of cross trade executed on the Exchange. Adopted October 25, 2007. Rule 6. Submission of Clearing Information for Transaction Executed Off-Exchange The Exchange shall make clearing submissions for non-exchange trades only in the following manner: (a) Substitution of Participants in Off-Exchange Transactions. (1) An Institutional Broker registered with the Exchange and acting as an authorized agent of a Clearing Participant may enter a non-tape, clearing-only submission into the Exchange s systems for trades executed otherwise than on the Exchange for the purpose of transferring securities from one Clearing Participant to another, provided that the transfer does not constitute a transaction in securities that is otherwise subject to trade reporting that has not, in fact, been previously and separately reported as a transaction. The Rules of the Chicago Stock Exchange, Inc. Page 247

Exchange shall make such submissions to a Qualified Clearing Agency. Each such Institutional Broker must be party to an agreement with the Clearing Participant in which name the submissions are made under which the Institutional Broker has received authorization from the Clearing Participant to act on its behalf. Copies of these agreements shall be filed by the Institutional Broker with the Exchange. (2) A Participant can only use a non-tape, clearing-only submission for a trade that has been reported in the market in which it was effected. (3) An Institutional Broker must enter all non-tape, clearing-only submissions into the Exchange s systems pursuant to this subparagraph (a) for a given non-exchange transaction within three (3) hours of the execution of such transaction. (b) Non-Tape, Clearing-Only Riskless Principal Submissions (1) An Institutional Broker registered with the Exchange may make non-tape, clearingonly submissions into the Exchange s systems for submission to clearing to facilitate riskless principal transactions as defined in Article 9, Rule 14 ( riskless principal transactions ) taking place on another national securities exchange, or over-the-counter, only as follows. For riskless principal transactions in which an Institutional Broker, after having received an order to buy a security, purchases the security at the same price to satisfy the order to buy or, after having received an order to sell, sells the security at the same price to satisfy the order to sell, the Institutional Broker shall make, for the offsetting "riskless principal" portion of the transaction, a clearing-only submission. If the order is executed in multiple transactions, the Institutional Broker may enter a non-tape, clearingonly submission at the volume-weighted average price ( average price ) of those transactions. The Institutional Broker shall provide to the Exchange records sufficient to identify such transactions as riskless principal. (2) A Participant can only use a non-tape, clearing-only submission for a trade that has been reported in the market in which it was effected. (3) An Institutional Broker must enter all non-tape, clearing-only submissions into the Exchange s systems pursuant to this subparagraph (b) for a given non-exchange transaction within twenty (20) minutes of the execution of such transaction. For clearing submissions reported at the average price of multiple trade executions, the Institutional Broker shall enter the non-tape, clearing-only submission into the Exchange s systems within twenty (20) minutes of the last component trade execution. (c) Each Clearing Participant which is a party to a non-tape, clearing-only submission under this rule will pay a Trade Processing Fee in the amount specified in the Exchange s Fee Schedule. Interpretation and Policies:.01 An Institutional Broker making a submission pursuant to this rule must obtain documentary Rules of the Chicago Stock Exchange, Inc. Page 248

evidence of a non-exchange trade execution no later than the close of business on the day of the trade and submit such evidence to the Exchange in a format acceptable to it and within such timeframe that the Exchange shall designate, but in no event later than T+1..02 An Institutional Broker entering a non-tape, clearing-only submission shall be responsible for ensuring that all clearing information is accurate and complete prior to its submission..03 Post-trade cancellations and corrections: price, volume and security changes. No later than T+1, Exchange operations personnel may cancel a clearing submission and enter a new corrective submission if the Institutional Broker which entered the original submission provides documentary evidence that the original trade execution was cancelled and re-entered at the same price, quantity and/or security of the corrective clearing submission. Exchange operations personnel may also correct a clearing submission if it was erroneously entered on terms which differed from the reported trade execution, if provided with documentary evidence of the original trade execution. Exchange operations personnel may also enter a clearing submission which the Institutional Broker failed to enter or which was not processed due to systems error, if provided with documentary evidence of the original trade execution. In all cases, the documentary evidence must be provided to the Exchange Operations personnel prior to entry of the corrective submission. In extraordinary circumstances, corrective submissions can be made after T+1 subject to the approval of an officer of the Exchange..04 Post-trade cancellations and corrections: Clearing Participant changes. Either Exchange Operations personnel or Institutional Brokers may cancel a clearing submission and enter a new corrective submission to correct a misidentification of the Clearing Participant, by no later than T+1. Before the corrective submission is made, the Institutional Broker must obtain documentary evidence of the misidentification of the Clearing Participant, and provide it to the Exchange Operations personnel if the latter are making the corrective submission. In extraordinary circumstances, corrective submissions can be made after T+1 subject to the approval of an officer of the Exchange. Adopted October 24, 2011 (SR-CHX-2011-17) Rules of the Chicago Stock Exchange, Inc. Page 249

ARTICLE 22. Listed Securities Listed Securities Rule 1. General Provisions Regarding Listing (a) The prime requisite for listing on the Exchange is the quality of the corporation. Its products and services must enjoy public acceptance and a good reputation. Its management must operate the company in the public interest. Its securities must also meet the technical requirements of an auction market. The Exchange is desirous of assisting new enterprises, as well as smaller businesses, but it is not interested in purely promotional ventures or companies whose products and services do not benefit the public. Therefore, certain requirements, set forth in this Article, must be met in order for the Exchange to entertain an application for listing. Meeting the criteria set forth below is a prerequisite for listing; it does not guarantee listing, which is subject to the Exchange's evaluation of all relevant characteristics of any particular application. (b) Definitions The following terms used in Article 22 shall, unless otherwise indicated, have the following meanings: (1) The term "listed" means a security that has been listed on the Exchange pursuant to a formal application and request for such listing filed with the Exchange by the issuing company. All fully listed issues must also have been registered by the company with the SEC under the Securities Exchange Act of 1934. (2) The term "beneficial holder" means any person who, directly or indirectly through any contract, arrangement, understanding, relationship or otherwise has or shares: (A) voting power that includes the power to vote or to direct the voting of the securities; and/or (B) investment power that includes the power to dispose, or to direct the disposition of the security. (3) The term "voting power outstanding" refers to the aggregate number of votes that may be cast by holders of those securities outstanding, which entitle the holders thereof to vote generally on all matters submitted to the company's security holders for a vote. (4) The term "net tangible assets" means the amount of funds remaining after deducting intangible assets from stockholders' equity. Intangible assets include, but are not limited to, goodwill, patents, copyrights, trademarks, leaseholds, franchises, licenses, permits, research and development costs, organization costs, and similar types of property rights. Rules of the Chicago Stock Exchange, Inc. Page 250

(5) The term "publicly held shares" means the total number of shares issued and outstanding exclusive of any shares held by directors, officers, or their immediate families and other concentrated holdings of 5% or more. (6) The term "common stock" includes any security of an issuer designated as common stock and any security of an issuer, however designated, which by statute or by its terms, is a common stock. (7) The term "equity security" includes any equity security defined as such pursuant to Rule 3a11-1 under the Exchange Act. (8) The term "domestic issuer" means an issuer that is not a "foreign private issuer" as defined in Rule 3b-4 under the Exchange Act. (9) The term "security" shall include any security defined as such pursuant to Section 3(a)(10) under the Exchange Act, but excludes any class of security having a preference or priority over the issuer's common stock as to dividends, interest payments, redemption or payments in liquidation, if the voting rights of the securities only become effective as a result of specified events, not relating to an acquisition of the common stock of the issuer, which reasonably can be expected to jeopardize the issuer's financial ability to meet its payment obligations to the holders of that class of securities. (10) The term "Amex" refers to the American Stock Exchange. The term "NYSE" refers to the New York Stock Exchange. (11) The term "Securities Act" means the Securities Act of 1933. (12) The term "Exchange Act" means the Securities Exchange Act of 1934. (13) The term "SEC" means the Securities and Exchange Commission. (c) Two-tier Structure: (1) The Exchange has a two-tier listing structure. Issuers should consider whether they desire to list their securities under Tier I or Tier II. All listed issues will be traded pursuant to identical Exchange auction rules, but they may be distinguished with regard to blue sky exemptions, transaction reporting symbols, listing fees and maintenance standards. The Exchange will identify and distinguish at all times which securities are listed pursuant to which tier. (2) Tier I securities are generally those issued by a company that has achieved maturity and higher status in its industry in terms of assets, earnings, and shareholder interest and acceptance. Tier II securities are generally those issued by a company that has lower levels in such categories. Rules of the Chicago Stock Exchange, Inc. Page 251

(3) If a security listed under Tier II on the Exchange matures to the point where it could meet the standards set forth for Tier I securities, the issuer of the security must make a new listing application to the Exchange in order to be approved for listing as a Tier I security. (4) If a security listed under Tier I on the Exchange fails to meet the maintenance criteria set forth for Tier I securities, the Exchange will initiate a proceeding to delist the security or, if the security meets the applicable Tier II maintenance criteria, to redesignate it as a Tier II security. (5) The Exchange will identify Tier I issues with a designation symbol annexed to its ticker symbol and will encourage that the closing prices in Tier I and Tier II equity issues be printed in separate tables in financial sections of the print media. (d) An issuer seeking to list its securities pursuant to the Tier I standards must satisfy either the given criteria, or, in the case of common stock listings, the alternate Tier I criteria. An issuer seeking to list its securities pursuant to the Tier II standards must satisfy the Tier II criteria. Additionally, issuers listing under either Tier I or Tier II must adhere to the policies and procedures and the corporate governance criteria provided in Rules 19-21. (e) For an issue that is listed under Tier I, the maintenance standards applicable must be satisfied by all issuers on a continuing basis. Moreover, the Exchange will not under any circumstances waive its Tier I standards, either as regards initial listing or maintenance listing. (f) Limited Partnership Rollups The Exchange will not list a security issued in a limited partnership rollup transaction, as that term is defined in paragraphs (4) and (5) of Section 14(h) of the Securities Exchange Act of 1934, unless such transaction was conducted in accordance with procedures designed to protect the rights of limited partners. The Exchange will consider a rollup transaction to have been conducted in accordance with such procedures only if: (a) a broker-dealer registered with the Securities and Exchange Commission participates in the transaction; and (b) the Exchange receives a written opinion of outside counsel stating that such broker-dealer's participation in the rollup transaction was conducted in compliance with rules of the National Association of Securities Dealers designed to protect the rights of limited partners, (currently referred to as NASD Rule 2810), as specified in the Limited Partnership Rollup Reform Act of 1993. (g) Depository Eligibility (1) Before any issue of securities of a domestic issuer (not including American Depositary Receipts for securities of a foreign issuer) is listed on the Exchange on or after June 1, 1995, the Exchange must have received a representation from the issuer that a CUSIP number identifying the securities has been included in the file of eligible issues maintained by a securities depository registered as a clearing agency under Section 17A of the Securities Exchange Act of 1934 ("securities depository" or "securities depositories"), except that this paragraph shall not apply to a security if the terms of the security do not Rules of the Chicago Stock Exchange, Inc. Page 252

and cannot be reasonably modified to meet the criteria for depository eligibility at all securities depositories. (2) A security depository's inclusion of the CUSIP number identifying a security in its file of eligible issues does not render a security "depository eligible" within the meaning of Article 21, Rule 2 of the Exchange's Rules until: (h) DRS Participation (A) In the case of any new issue distributed by an underwriting syndicate on or after the date a securities depository system for monitoring repurchases of distributed shares by the underwriting syndicate is available, the commencement of trading in such security on the Exchange; or (B) In the case of any new issue distributed by an underwriting syndicate prior to the date a securities depository system for monitoring repurchases of distributed shares by the underwriting syndicate is available where the managing underwriter elects not to deposit the securities on the distribution date, such date as is the subject of a notification submitted by the managing underwriter to the securities depository but in no event more than three months after the commencement of trading in such security on the Exchange. (1) All securities initially listing on the Exchange on or after January 1, 2007 must be eligible for a direct registration system operated by a securities depository (as defined below). This provision does not extend to (A) securities of companies which already have securities listed on the Exchange, (B) securities of companies which immediately prior to such listing had securities listed on another national securities exchange, (C) derivative products, or (D) securities (other than stocks) which are book-entry only. (2) On and after January 1, 2008, all securities listed on the Exchange must be eligible for a direct registration system operated by a securities depository (as defined below). This provision does not extend to derivative products or securities (other than stocks) which are book-entry only. For the purposes of this section, the term "securities depository" shall mean a securities depository registered as a clearing agency under Section 17A(b)(2) of the Securities Exchange Act of 1934. Added July 26, 1996. Amended March 15, 2007, April 14, 2010 (SR-CHX-2010-07); May 22, 2014 (SR-CHX-2014-07). Rule 2. Admittance to Listing Rules of the Chicago Stock Exchange, Inc. Page 253

The Board of Governors may admit securities to the list and to trading once the requirements of this Article are met and upon such terms and conditions set forth in this Article and upon payment of such fees as the Board may from time to time prescribe. Interpretations and Policies:.01 Instructions for the Preparation of an Original Listing Application DOCUMENTS NEEDED An original listing application to the Exchange shall consist of one copy of the following: (a) Application for the Listing of Securities on the Exchange. This form of application contains the Agreements entered into by a corporation with the Exchange. The number of shares applied for should be the total of the shares presently issued plus the amounts authorized for future issuance for specific purposes. A schedule should be attached indicating the breakdown and purpose of any shares reserved for future issuance. (If shares are reserved for more than one purpose, each such purpose and the number of shares reserved therefor should be given separately.) (b) Registration Statement Under the Securities Exchange Act of 1934. Each class, issue, or series of corporate securities which is dealt in on the Exchange must be effectively registered under the Act before admission to trading on the Exchange. Registration under the Securities Exchange Act of 1934 requires filing a Registration Statement on a prescribed form with the Securities and Exchange Commission and the Exchange. The copy of the Registration Statement filed with the Exchange must include a copy of each exhibit, including those which may have been incorporated by reference in the above mentioned Registration Statement filed with the Commission. The Commission permits incorporation by reference where the exhibit has been previously filed with the Commission under any of the statutes the Commission administers. (c) Charter and By-Laws A copy of the charter and any amendments shall be certified by the Secretary of State of the state of incorporation. A copy of the by-laws shall be certified by the Secretary or Assistant Secretary of the applicant corporation. (d) Financial Statements Rules of the Chicago Stock Exchange, Inc. Page 254

The financial statements shall be accompanied by a certificate and signed by an independent public accountant, in form acceptable to the Exchange. The Exchange reserves the right to require financial statements covering current operations. (e) Opinion of Counsel. A legal opinion of independent counsel, satisfactory to the Exchange as to: (1) legality of organization of the company; (2) authorization of the issuance of the securities covered by the application; (3) validity of the securities; (4) full payment and non-assessability; (5) personal liability of shareholders; and (6) compliance with the Securities Act of 1933. If it is counsel's opinion that registration under said Act is not necessary, he should state the reason for the exemption in his opinion. If counsel or any partner of counsel is an officer or director of the company, this fact should be disclosed in the opinion. (f) Resolutions. Resolution of Board of Directors authorizing listing and naming a representative authorized to make any necessary changes in the application. (g) Certified Schedules of Distribution. The most recent breakdown available will be satisfactory if it represents fairly the present share and stockholder distribution. (h) Specimens of Stock Certificates. Certificates must be prepared by a banknote company which has been approved by the Exchange. Exchange standards require a steel engraved border. The face of the certificate may be engraved or surface printed. One copy of each type of form, indelibly marked "Specimen," shall be filed. LISTING FEE The initial listing fee is $15,000 for each issue of common stock and $2,500 for each issue of preferred stock or Rights of Purchase Plans regardless of the number of shares covered by the application. An annual maintenance fee of $1 per 20,000 shares is thereafter charged to maintain the listing. The minimum annual maintenance fee is $1,250 per issue, with an annual maximum maintenance fee of $5,000. TIME SCHEDULE Processing and approval of an original application will require from one to two weeks from date of receipt. The Exchange certifies its approval to the Securities and Exchange Commission. The Securities Exchange Act of 1934 provides that registration becomes effective thirty days after Rules of the Chicago Stock Exchange, Inc. Page 255

receipt by the Commission of this certification of the Exchange, unless effectiveness is accelerated by Order of the Commission. INFORMATION The Exchange recommends that the eligibility of an issue for listing be discussed on an informal basis with the Listing Department prior to the preparation of a formal application. Any such discussion will be confidential and without obligation. Questions and requests for additional information and forms should be directed to the Listing Department, Chicago Stock Exchange, 440 S. LaSalle Street, Chicago, IL 60605..02 Supplemental Listing Requirements One copy of this application should be accompanied by the following: (a) Statement as to the purpose for which the additional shares will be issued. (Copy of prospectus, or copy of the printed listing application to another Exchange will suffice for this purpose). (b) Certified copy of resolutions of the Board of Directors and/or stockholders authorizing the action. (c) Opinion of counsel as to legality of issuance and validity of the securities to be listed, including a statement of status under the Securities Act of 1933. (If using a copy of an opinion furnished to another Exchange, a letter of reliance, manually signed, must be attached.) (d) Copy of prospectus under the Securities Act of 1933, if applicable. (e) Amendment to Charter, certified by the Secretary of State, if applicable. (This exhibit may be filed subsequent to the application.) (f) Any other information and/or documents pertinent to the application. (Merger Agreement, Exchange Offer Agreement, etc.) (g) Check payable to the Chicago Stock Exchange, Incorporated covering the supplemental listing fee: $.005 per share for all additional shares listed. The minimum fee per application shall be $250 with a maximum fee per application of $7,500. The aggregate supplemental listing fees during any twelve month period shall not exceed $15,000. The Exchange must be notified of any increase in the amount of stock of the class previously listed; application for the listing to be received sufficiently prior to the issuance to permit action on such application. Rules of the Chicago Stock Exchange, Inc. Page 256

.03 Alternative Application for Securities Listed on Certain Other Markets Notwithstanding anything in this Rule to the contrary, if an issuer is seeking to list on Tier I or Tier II a security for which the issuer is also seeking, or has already obtained within the past twelve months, a listing on the NYSE, Amex (except for "ECM" securities) or the Nasdaq National Market, the issuer shall not be required to fulfill all the requirements for an original listing application. Instead, the issuer shall submit to the Exchange (a) a copy of the application for listing on the NYSE, Amex or Nasdaq National Market, together with all supporting materials, (b) a board resolution of the issuer authorizing listing on the Exchange, (c) the issuer's latest Form 10-K, most recent three Form 10-Qs, and most recent proxy statement (for non-ipos), or the issuer's latest registration statement and exhibits (for IPOs), (d) the required listing fee, (e) an executed Exchange listing agreement, (f) evidence of approval for listing by the NYSE, Amex or Nasdaq National Market, (g) a specimen stock certificate, (h) the issuer's registration statement filed under the Securities Exchange Act of 1934, as referenced in Interpretation.01(b) of this Rule, and (i) a Letter of Reliance authorizing the Exchange to process the application and supporting materials as if addressed to the Exchange in lieu of an original listing application. In addition, the issuer shall be required to submit to the Exchange any other information deemed appropriate by the Exchange in order to render a decision concerning listing eligibility. Added Feb. 3, 1984; amended July 1, 1992; Dec. 28, 1992; Dec. 7, 1994; July 26, 1996; September 30, 1998; May 22, 2014 (SR-CHX-2014-07). Rule 3. Suspension of Securities Securities may be suspended from dealings by the Board of Governors or by the Chief Executive Officer. Amended Feb. 29, 1980; Dec. 28, 1992; July 26, 1996; Sept. 4, 2001. Rule 4. Removal of Securities (a) Removal of Securities. Securities may be removed from the list as provided in paragraphs (b) - (e), below. (b) Notice provided by the issuer. In the absence of special circumstances, a security will not be removed from the list upon application of the issuer, unless the issuer files with the Exchange a certified copy of a resolution adopted by the board of directors of the issuer authorizing withdrawal from listing and registration. Once an issuer has satisfied the requirement set out above, the issuer may voluntarily withdraw its securities from listing and registration on the Exchange if it complies with Exchange Act Rule 12d2-2(c), which requires that the issuer must (1) comply with all applicable state laws in effect in the state in which the issuer is incorporated; (2) provide written notice to the Exchange (no fewer than 10 days before the issuer files an application on Form 25 with the Commission) of its Rules of the Chicago Stock Exchange, Inc. Page 257

determination to withdraw one or more of its securities from listing and registration on the Exchange (3) publish notice (contemporaneous with providing the written notice to the Exchange described in section (2) above) of its intention to withdraw from listing and registration; and (4) file Form 25 with the Commission, all as further described in Rule 12d2-2(c) itself. When the issuer notifies the Exchange of its intent to withdraw one or more of its securities from listing and registration on the Exchange, the Exchange shall provide public notice of that intent on the Exchange's website as required by Exchange Act Rule 12d2-2(c)(3). The issuer must file a copy of Form 25 with the Exchange immediately after submitting the form to the Commission. The issuer's securities shall be withdrawn from listing or registration on the Exchange on the effective date set out in Exchange Act Rule 12d2-2(d). If an issuer seeks to voluntarily withdraw its securities from listing on the Exchange pursuant to this provision and has either received notice from the Exchange that it is below the Exchange's continued listing policies and standards, or is aware that it is below such continued listing policies and standards even if it has not received such notice from the Exchange, the issuer must disclose that it is no longer eligible for continued listing (including the specific continued listing policies and standards that the issue is below) in: (i) its written notice to the Exchange of its determination to withdraw from listing required by Rule12d2-2(c)(2)(ii) under the Exchange Act and; (ii) its public press release and website notice required by Rule 12d2-2(c)(2)(iii) under the Exchange Act. (c) Right to Hearing. An issuer whose securities the Exchange proposes to delist shall have the right to avail itself of a hearing. Notifications of the intent of the Exchange shall be served upon the company proposed to be delisted by the Listing Unit of the Market Regulation Department setting forth specific causes for proposed delisting. The notice may be served personally upon the issuer by leaving the same at the issuer's place of business during office hours, or by deposit in the United States Post Office, postage prepaid via registered or certified mail, with return receipt requested, or via Overnight Courier service, addressed to the issuer at the last business address given by the company to the Exchange. Such notice allows the issuer to either consent in writing to the proposed delisting or to demand a hearing on the issue. Written demand for a hearing along with an answer to the causes specified by the Exchange shall be filed with the Secretary of the Exchange not later than 15 days following service of notice of the proposed delisting. The issuer may expressly waive its right to a hearing by consenting in writing to the delisting. In addition, failure of the issuer to demand a hearing in the 15-day period provided shall result in the issuer being delisted without the requirement of a hearing. (d) Hearing. If the issuer's response to the notice includes a demand for hearing, the Chief Executive Officer shall appoint a Hearing Officer who, within 30 days after receiving the issuer's demand for a hearing, will set a date for hearing. Rules of the Chicago Stock Exchange, Inc. Page 258

Prospective Hearing Officers shall be required to disclose to the Exchange their employment history for the past 10 years, any past or current material business or other financial relationships with the Exchange or any members of the Exchange, and any other information deemed relevant by the Exchange. Such disclosures relating to the particular Hearing Officer selected by the Chief Executive Officer shall be provided to the issuer upon request after the selection of the Hearing Officer. In selecting a Hearing Officer for a particular matter, the Chief Executive Officer should give reasonable consideration to the prospective Hearing Officer's professional competence and reputation, experience in the securities industry, familiarity with the subject matter involved, the absence of bias and any actual or perceived conflict of interest, and any other relevant factors. Within 15 days of the appointment of the Hearing Officer, the issuer may move for disqualification of the Hearing Officer based upon bias or conflict of interest. Such motions shall be made in writing and state with specificity the facts and circumstances giving rise to the alleged bias or conflict of interest. The motion papers shall be filed with the Hearing Officer and the Secretary of the Exchange (with copies to the Market Regulation Department). The Exchange may file a brief in opposition to the issuer's motion within 15 days of service thereof. The Hearing Officer shall rule upon such motion no later than 30 days from filing by the respondent. Prior adverse rulings against the issuer or its attorney in other matters shall not, in and of themselves, constitute grounds for disqualification. If the Hearing Officer believes the issuer has provided satisfactory evidence in support of the motion to disqualify, he or she shall remove himself or herself and request the Chief Executive Officer to reassign the hearing to another Hearing Officer. If the Hearing Officer determines that the issuer's grounds for disqualification are insufficient, he shall deny the issuer's motion for disqualification by setting forth the reasons for the denial in writing and the Hearing Officer will precede with the hearing. The ruling by the Hearing Officer on such motions shall not be subject to interlocutory review. Failure of the issuer to appear at a scheduled hearing will be deemed consent to delisting. Although formal rules of evidence shall not apply, the issuer has the right to be represented by Counsel at the issuer's own expense. The Chief Regulatory Officer shall appoint a representative of the Exchange's regulatory staff to introduce evidence establishing cause in the delisting hearing. Exchange Counsel shall be present, as counsel to the Hearing Officer. Exchange counsel must not be an employee in the Market Regulation Department and must not have directly participated in any examination, investigation or decision associated with the initiation or conduct of the particular proceeding. The Hearing Officer shall have the discretion to determine and revise a schedule for the exchange and submission of exhibits, witness lists, trial briefs and any other materials relating to the hearing. Transcripts of the hearing shall be made. The decision of the Hearing Officer shall be reduced to writing in an order and served upon the Secretary of the Exchange, the Exchange's Chief Regulatory Officer and the issuer within 90 days of the hearing. (e) Review. The issuer or the Exchange staff shall have fifteen days from the date of receipt of such ruling to file objection and demand a review thereof by the Executive Committee. If a review is Rules of the Chicago Stock Exchange, Inc. Page 259

not demanded by the party against whom the decision was made, the Hearing Officer's decision shall become final. If a review is demanded, such review, unless the Executive Committee determines to permit the introduction of additional evidence, will consist solely of a review of the transcripts of the hearing, the decision of the Hearing Officer and any memoranda submitted by either Exchange staff or by the issuer, as well as any oral arguments by the parties that the Executive Committee decides, in its sole discretion, to hear. The Executive Committee shall uphold the decision of the Hearing Officer if it finds that the factual conclusions in the Hearing Officer's Order are supported by substantial evidence and the decision set out in the Order is not arbitrary, capricious or an abuse of discretion. The vote of the Executive Committee shall be a majority of the quorum of those present at the review. The determination of the Executive Committee shall be reduced to writing with one copy served upon the issuer and the second copy filed with the Secretary of the Exchange. Such determination shall be final and conclusive. (f) Public Notice. When a final determination is made with respect to the delisting of one or more securities of an issuer, the Exchange's Secretary promptly shall provide public notice of that determination by issuing a press release and posting notice on the Exchange's website. This notice shall be disseminated no fewer than 10 days before the delisting becomes effective and must remain posted on the Exchange's website until the delisting is effective. (g) Submission of Forms. Immediately after providing the notice described in paragraph (f) above, the Exchange shall file Form 25 with the Commission and provide a copy of that form to the issuer. Amended Feb. 29, 1980; Feb. 3, 1984; Dec. 28, 1992; July 26, 1996; Dec. 2, 1999; Sept. 4, 2001; Apr. 20, 2006; Sept. 13, 2006; May 22, 2014 (SR-CHX-2014-07). Rule 5. Unlisted Trading Privileges Unlisted trading privileges may be extended by the Exchange by the Chief Executive Officer or his designee, with the approval of the Board of Governors, upon such terms and conditions as the Board may prescribe and in compliance with the Securities Exchange Act of 1934 and the rules and regulations of the Securities and Exchange Commission. Amended Feb. 29, 1980; Dec. 28, 1992; July 26, 1996; Aug. 16, 1996; Sept. 4, 2001. Rule 6. Unlisted Trading Privileges (a) The Exchange may determine to extend unlisted trading privileges ("UTP") to an NMS Stock that is listed on another national securities exchange. Any such security traded on the Exchange pursuant to UTP will be subject to all Exchange trading rules applicable to NMS Stocks, unless otherwise noted. The Exchange shall file with the Commission a Form 19b-4(e) with respect to Rules of the Chicago Stock Exchange, Inc. Page 260

any such security that is a "new derivative securities product" as defined in Rule 19b-4(e) under the Exchange Act. In addition, any new derivative securities product traded on the Exchange pursuant to UTP shall be subject to the additional following rules: (1) Regulatory Information Circular. The Exchange shall distribute a Regulatory Information Circular prior to the commencement of trading in such new derivative securities product that generally includes the same information as the information circular provided by the listing exchange, including: (A) the special risks of trading the new derivative securities product; (B) the exchange's rules that will apply to the new derivative securities product, including the suitability rule; (C) information about the dissemination of the value of the underlying assets or indexes; and (D) the risk of trading during the Pre- Market Session due to the lack of calculation or dissemination of the Intraday Indicative Value or a similar value. (2) Prospectus Delivery/Product Description: Participants are subject to the prospectus delivery requirements under the Securities Act of 1933, unless the new derivative securities product is the subject of an order by the Securities and Exchange Commission exempting the product from certain prospectus delivery requirements under Section 24(d) of the Investment Company Act of 1940 and the product is not otherwise subject to prospectus delivery requirements under the Securities Act of 1933. The Exchange shall inform its Participants regarding the application of the provisions of this subparagraph to a particular derivative securities product by means of a Regulatory Information Circular: The Exchange requires that Participants provide to all purchasers of a derivative securities product a written description of the terms and characteristics of those securities, in a form approved by the Exchange or prepared by the open-ended management company issuing such securities, not later than the time a confirmation of the first transaction in such series is delivered to such purchaser. In addition, Participants shall include a written description with any sales material relating to a derivative securities product that is provided to customers or the public. Any other written materials provided by a Participant to customers or the public making specific reference to the derivative securities product as an investment vehicle must include a statement substantially in the following form: "A circular describing the terms and characteristics of [the derivative securities product] has been prepared by the [open-ended management investment company name] and is available from your broker. It is recommended that you obtain and review such circular before purchasing [the derivative securities product]." A Participant carrying an omnibus account for a non-participant is required to inform such non-participant that execution of an order to purchase a derivative securities product for such omnibus account will be deemed to constitute an agreement by the non-participant to make such written description available to its customers on the same terms as are directly applicable to the Participant under this rule. Upon request of a customer, a Participant shall also provide a prospectus for the particular derivative securities product. Rules of the Chicago Stock Exchange, Inc. Page 261

Upon request of a customer, a Participant shall also provide a prospectus for the particular derivative securities product. (3) Trading Halts. (A) If a temporary interruption occurs in the calculation or wide dissemination of the Intraday Indicative Value (or a similar value) or the value of the underlying index or instrument and the listing market halts trading in the product, the Exchange, upon notification by the listing market of such halt due to such temporary interruption, also shall immediately halt trading in that product on the Exchange. If the Intraday Indicative Value (or a similar value), or the value of the underlying index or instrument continues not to be calculated or widely available as of the commencement of trading on the Exchange on the next business day, the Exchange shall not commence trading of the product that day. If an interruption in the calculation or wide dissemination of the Intraday Indicative Value (or a similar value), or the value of the underlying index or instrument continues, the Exchange may resume trading in the product only if calculation and wide dissemination of the Intraday Indicative Value (or a similar value), or the value of the underlying index or instrument resumes or trading in such series resumes in the listing market. (B) For a new derivative securities product where a net asset value (and, in the case of managed fund shares or actively managed exchange-traded funds, a "disclosed portfolio") is disseminated, the Exchange will immediately halt trading in such security upon notification by the listing market that the net asset value and, if applicable, such disclosed portfolio is not being disseminated to all market participants at the same time. The Exchange may resume trading in the new derivative securities product only when trading in the new derivative securities product resumes on the listing market. (b) The exchange shall enter into a comprehensive surveillance sharing agreement (`CSSA") with markets trading components of the index or portfolio on which the new derivative securities product is based to the same extent as the listing exchange's rules require the listing exchange to enter into a CSSA with such markets (c) Market Maker Restrictions. The following restrictions shall apply to each Participant registered as a Market Maker ("Restricted Market Maker") in a new derivative securities product that derives its value from one or more currencies, commodities, or derivatives based on one or more currencies or commodities, or is based on a basket or index comprised of currencies or commodities (collectively, "Reference Assets"): (1) A Restricted Market Maker in a new derivative securities product is prohibited from acting or registering as a market maker in any Reference Asset of that new derivative securities product or any derivative instrument based on a Reference Asset of that new derivative securities product (collectively, with Reference Assets, "Related Instruments"). Rules of the Chicago Stock Exchange, Inc. Page 262

(2) A Restricted Market Maker shall, in a manner prescribed by the Exchange, file with the Exchange and keep current a list identifying any accounts ("Related Instrument Trading Accounts") for which Related Instruments are traded: (A) in which the Restricted Market Maker holds an interest; (B) over which it has investment discretion; or (C) in which it shares in the profits and/or losses. A Restricted Market Maker may not have an interest in, exercise investment discretion over, or share in the profits and/or losses of a Related Instrument Trading Account which has not been reported to the Exchange as required by this Rule. (3) In addition to the existing obligations under Exchange rules regarding the production of books and records, a Restricted Market Maker shall, upon request by the Exchange, make available to the Exchange any books, records, or other information pertaining to any Related Instrument Trading Account or to the account of any registered or non-registered employee affiliated with the Restricted Market Maker for which Related Instruments are traded. (4) A Restricted Market Maker shall not use any material nonpublic information in connection with trading a Related Instrument. Amended July 26, 1996. Deleted July 26, 2005. Added September 24, 2008; May 22, 2014 (SR- CHX-2014-07). Rule 7. Securities "When-Issued" and "When-Distributed" Securities may be dealt in on the Exchange "when-issued" and "when-distributed," provided they meet the conditions required by the Exchange. Performance of an Exchange Contract to purchase or sell an unissued security shall be conditioned upon the issuance of such security. If the security admitted to "when-issued" dealing be an unissued warrant pertaining to a subject security which subject security is neither admitted nor in the process of admission to dealing on a national securities exchange, such fact shall be indicated by an appropriate symbol or other means in the publication of quotations or transactions in such warrant on the ticker or otherwise. Amended May 24, 1977; July 26, 1996. Tier I Listing Requirements Rule 8. Tier I Listing Requirements for Common Stock Rules of the Chicago Stock Exchange, Inc. Page 263

(a) Basic Listing. Common Stock may be listed pursuant to basic criteria or alternate criteria. The basic criteria for Tier I listing are: (1) Net Tangible Assets: At least $4,000,000. (2) Earnings: Pre-tax income of at least $750,000 and net earnings of at least $400,000 in the corporation's last fiscal year or in two of the last three fiscal years. (3) Public Distribution: At least 800 public shareholders if the issuer has between 500,000 and 1 million shares publicly held, or at least 400 public shareholders if the issuer has either (A) at least 1 million shares publicly held or (B) at least 500,000 shares publicly held and average daily trading volume of in excess of 2,000 shares per day for the six months preceding the date of application. (4) Stock Price: At least $5 per share at the time of application, and a closing bid price of at least $5 per share for a majority of business days for the most recent six-month period prior to the date of application by the issuer. (5) Market Value of Shares Publicly Held: At least $3,000,000 aggregate market value. (b) Alternate Listing. The alternate listing requirements for Tier I common stock are: (1) Net Tangible Assets: At least $12,000,000. (2) Public Distribution: At least 400 public shareholders and at least 1,000,000 publicly held shares. (3) Stock Price: At least $3 per share at the time of application, and a closing bid price of at least $3 per share for a majority of business days for the most recent six-month period prior to the date of application by the issuer. (4) Market Value of Shares Publicly Held: At least $15,000,000 aggregate market value. (5) Three years of consecutive operating history, and the company must be operating at the time of application. (c) Initial Public Offerings (1) Any initial public offering for equity issues approved for listing upon notice of issuance on the Exchange must be underwritten on a "firm commitment" basis by a broker/dealer registered under the Exchange Act. (2) Except as permitted by (3) below, every initial public offering of an equity issue approved for listing upon notice of issuance on the Exchange must meet the basic or alternate standards for listing of common stock, except that the price shall not be required Rules of the Chicago Stock Exchange, Inc. Page 264

to meet the six-month historical requirements of Rule 8(a)(4) or Rule 8(b)(3); instead, the initial public offering price shall be required to meet only the price required at the time of application by Rule 8(a)(4) or Rule 8(b)(3). Those standards will be calculated without giving effect to the proceeds of the initial public offering. (3) If, at any time of listing or approval for listing upon notice of issuance of an initial public offering of equity issues on Tier I of the Exchange, the required number of shareholders, public float (shares outstanding), market value of the float and minimum bid do not meet the basic or alternate standards for common stock listing, the issuer must meet the standards for a majority of the trading days for the period of 30 days immediately following the date the offering has been completed. If the issuer fails to meet the standards within that 30-day period, the Exchange, without exception, will initiate a delisting proceeding with respect to the equity issue on the next succeeding trading day. (4) The listing standards and application of the listing standards as set forth in this section are mandatory. The Exchange cannot waive any of these standards or the manner in which the standards are applied to initial public offerings. Added July 26, 1996;Amended May 22, 2014 (SR-CHX-2014-07). Rule 9. Tier I Listing Requirements for Preferred Stock In the case of preferred stock and similar issues, the Tier I listing requirements are: (a) Net Tangible Assets and Earnings: The issuer must meet the net tangible assets and earnings requirements as set forth in the listing requirements for common stock, and must meet and appear able to service the dividend requirements for the preferred stock. (b) Public Distribution: If the company's common stock is listed and traded on the Exchange or on either the Amex or the NYSE the following public distribution requirements must be met: (1) At least 100,000 preferred shares publicly held, an aggregate market value of at least $2,000,000, and a minimum closing bid price of $10. (c) If the company's common stock is not listed and traded on the Exchange, the Amex, or the NYSE, the requirements are: (1) At least 400,000 preferred shares publicly held, an aggregate market value of at least $4,000,000, and a minimum closing bid price of $10. At least 800 public beneficial holders of 100 shares or more will also be required. (d) The Exchange will not list convertible preferred issues containing a provision that permits the company, at its discretion, to change the conversion price other than in accordance with the terms of the company's Articles of Incorporation or any amendments thereof. Rules of the Chicago Stock Exchange, Inc. Page 265

(e) If preferred stock is convertible into a class of common stock, such class must meet the Tier I listing requirements for common stock. Current last sale information must be available with respect to the underlying security into which the security is convertible. (f) Redeemable preferred stock issues must provide for redemption pro rata or by lot. Added July 26, 1996; Amended May 22, 2014 (SR-CHX-2014-07). Rule 10. Tier I Listing Requirements for Bonds and Debentures In the case of bonds and debentures, the Tier I listing requirements are: (a) Net Tangible Assets and Earnings: The issuer must meet the net tangible assets and earnings requirements as set forth in the listing requirements for common stock, and must meet and appear able to satisfy interest and principal when due on the bond or debenture to be listed. (b) Public Distribution: If the company's common stock is listed and traded on the Exchange or on either the Amex or the NYSE, the public distribution requirements are: (1) Aggregate market value and principal amount of at least $5,000,000 each, and at least 100 public beneficial holders. (c) If the company's common stock is not traded on the Exchange, the Amex or the NYSE, the requirements are: (1) Aggregate market value and principal amount of at least $20,000,000 each, and at least 100 public beneficial holders. (d) For municipal securities, the requirements are: (1) Aggregate market value and principal amount of at least $20,000,000. (2) At least 100 public beneficial holders. (3) The municipal security must be rated as investment grade by at least one nationally recognized rating service. (4) A specialist registered as such in a municipal debt security is subject to Rule G-3 of the Municipal Securities Rulemaking Board ("MSRB"). (5) Municipal securities traded on the Exchange will not be subject to off-board trading restrictions. Rules of the Chicago Stock Exchange, Inc. Page 266

(6) Municipal securities will be compared, settled and cleared in accordance with the applicable regulations of the MSRB. (e) The Exchange will not list convertible debt issues containing a provision that permits the company, at its discretion, to change the conversion price other than in accordance with the terms of the company's Indenture Agreement. (f) If a debt security is convertible into a class of equity security, such equity security must meet the Tier I listing requirements. Current last sale information must be available with respect to the underlying security into which the security is convertible. (g) Redeemable issues must provide for redemption pro rata or by lot. Added July 26, 1996; Amended May 22, 2014 (SR-CHX-2014-07). Rule 11. Tier I Listing Requirements for Stock Warrants In the case of stock warrants, the Tier I listing requirements are: (a) Public Distribution: At least 500,000 stock warrants must be publicly held by not fewer than 250 public beneficial holders. (b) The Exchange will not list stock warrants unless the common stock of the issuer or other security underlying the stock warrants is already listed (and meets the pertinent maintenance requirements for continued listing) or will be listed on the Exchange concurrently with the stock warrants under Tier I designation. Added July 26, 1996; Amended May 22, 2014 (SR-CHX-2014-07). Rule 12. Tier I Listing Requirements for Contingent Value Rights ("CVRs") In the case of CVRs, the Tier I listing requirements are: (a) Minimum public distribution of 600,000 contingent value rights and aggregate market value of at least $18,000,000. (b) At least 400 public beneficial holders. (c) The issuer must have total assets at least $100,000,000. (d) The issuer must meet the net tangible assets and earnings requirements as set forth in the listing requirements for common stock; and (e) The CVRs must have a term of at least one year; or Rules of the Chicago Stock Exchange, Inc. Page 267

(f) As an alternative to listing requirements (1) through (5) above, the CVR's have been approved for listing on another national securities exchange. (g) Prior to the commencement of trading of CVR securities admitted to listing, the Exchange will distribute a circular to its Participants explaining the specific risks associated with CVRs and providing guidance regarding Participant Firm compliance responsibilities when handling transactions in such securities. Added July 26, 1996; Amended February 9, 2005; May 22, 2014 (SR-CHX-2014-07). Rule 13. Tier I Listing Requirements for Other Securities In the case of other securities, the Exchange will consider listing any security not otherwise covered by the criteria set forth in this Article, provided the issue is otherwise suited for auction market trading. Such issues must meet the following requirements: (a) Assets/Equity: The issuer must have total assets of at least $100,000,000 and net worth of at least $10,000,000. Where an issuer is unable to satisfy the earnings requirements set forth in the listing requirements for common stock, the Exchange generally will require the issuer to have the following: (1) total assets of at least $200,000,000 and net worth of at least $10,000,000; or (2) total assets of at least $100,000,000 and net worth of at least $20,000,000. (b) Distribution: The issue must have at least 400 public beneficial holders or, if traded in thousand dollar denominations, a minimum of 100 public beneficial holders. (c) The issue must have at least 1,000,000 publicly held trading units and a principal amount/market value of at least $20,000,000. (d) If the instrument contains a cash settlement provision, settlement must be made in U.S. dollars. (e) If the instrument contains redemption provisions, the redemption price must be at least $3 per unit. (f) Prior to the commencement of trading of other securities admitted to listing, the Exchange will evaluate the nature and complexity of the issue and, if appropriate, distribute a circular to the Participants providing guidance regarding Participant Firm compliance responsibilities when handling transactions in such securities. Added July 26, 1996; Amended February 9, 2005; May 22, 2014 (SR-CHX-2014-07). Rules of the Chicago Stock Exchange, Inc. Page 268

Tier I Maintenance Requirements Rule 14. Tier I Maintenance Requirements for Common Stock (a) After listing on the Exchange under Tier I, common stock issues must meet the following criteria to continue to be listed on Tier I: (1) Net Tangible Assets: The issuer must have net tangible assets of at least: (A) $2,000,000 if the issuer has sustained losses from continuing operations and/or net losses in two of its three most recent fiscal years; (B) $4,000,000 if the issuer has sustained losses from continuing operations and/or net losses in three of its four most recent fiscal years. (2) Public Distribution: At least 400 public beneficial shareholders, or at least 300 beneficial holders of 100 shares or more; and there must be at least 200,000 publicly held shares. (3) Market Value of Shares Publicly Held: At least $1,000,000 aggregate market value. Added July 26, 1996. (4) Selling Price. In the case of a common stock selling for a substantial period of time at a low price per share, the issuer must effect a reverse split of such shares within a reasonable time after being notified that the Exchange deems such action to be appropriate under all the circumstances. In its review of the question of whether it deems a reverse split of a given issue to be appropriate, the Exchange will consider all pertinent factors including, market conditions in general, the number of shares outstanding, plans which may have been formulated by management, applicable regulations of the state or country of incorporation or of any governmental agency having jurisdiction over the company, the relationship to other Exchange policies regarding continued listing, and, in respect of securities of foreign issuers, the general practice in the country of origin of trading in low selling price issues. (b) An issue listed on Tier I shall not be required to meet the criteria under paragraph (a) of this Rule as long as the issue is also listed and has not been suspended from trading on the NYSE, Amex or Nasdaq National Market. Added July 26, 1996; amended September 11, 1997 and September 30, 1998; May 22, 2014 (SR- CHX-2014-07). Rule 15. Tier I Maintenance Requirements for Preferred Stock Rules of the Chicago Stock Exchange, Inc. Page 269

(a) After listing on the Exchange under Tier I, preferred stock issues must meet the following criteria to continue to be listed on Tier I: (1) Net Tangible Assets: The issuer must have net tangible assets of at least: (A) $2,000,000 if the issuer has sustained losses from continuing operations and/or net losses in two of its three most recent fiscal years; (B) $4,000,000 if the issuer has sustained losses from continuing operations and/or net losses in three of its four most recent fiscal years. (2) Public Distribution: At least 150 public beneficial shareholders, and there must be at least 100,000 publicly held shares. (3) Market Value of Shares Publicly Held: At least $1,000,000 aggregate market value. (4) The issuer must not have sustained losses from continuing operations and/ or net losses in the five most recent fiscal years. (5) If preferred stock is convertible into a class of common stock, such class must meet the applicable Tier I maintenance requirements. Current last sale information must be available with respect to the underlying security into which the security is convertible. (b) An issue listed on Tier I shall not be required to meet the criteria under paragraph (a) of this Rule as long as the issue is also listed and has not been suspended from trading on the NYSE, Amex or Nasdaq National Market. Added July 26, 1996; Amended September 30, 1998; May 22, 2014 (SR-CHX-2014-07). Rule 16. Tier I Maintenance Requirements for Bonds and Debentures (a) After listing on the Exchange under Tier I, bond and debenture issues must meet the following criteria to continue to be listed on Tier I: (1) Net Tangible Assets: The issuer must have net tangible assets of at least: (A) $2,000,000 if the issuer has sustained losses from continuing operations and/or net losses in two of its three most recent fiscal years; (B) $4,000,000 if the issuer has sustained losses from continuing operations and/or net losses in three of its four most recent fiscal years. (2) Public Distribution: At least 100 public beneficial shareholders. Rules of the Chicago Stock Exchange, Inc. Page 270

(3) Market Value of Shares Publicly Held: At least $1,000,000 aggregate market value and principal amount. (4) The issuer must not have sustained losses from continuing operations and/ or net losses in the five most recent fiscal years. (5) In the case of debt securities of non-listed issuers, the security must be rated as investment grade by at least one nationally recognized rating service. (6) If a debt security is convertible into a class of equity security, such class must meet the applicable Tier I maintenance requirements. Current last sale information must be available with respect to the underlying security into which the security is convertible. (b) An issue listed on Tier I shall not be required to meet the criteria under paragraph (a) of this Rule as long as the issue is also listed and has not been suspended from trading on the NYSE, Amex or Nasdaq National Market. Added July 26, 1996; Amended September 30, 1998; May 22, 2014 (SR-CHX-2014-07). Rule 17. Tier I Maintenance Requirements for Stock Warrants and Contingent Value Rights (a) In the case of stock warrants, the Tier I listing maintenance requirement is: (1) The common stock of the company or other security underlying the stock warrants must meet the applicable maintenance requirements under this section. (b) In the case of CVRs, the CVRs must maintain an aggregate market value of at least $1,000,000 and if the security to which the CVR is tied is delisted, trading in the CVR shall be suspended and proceedings shall be initiated to delist the CVR. (c) An issue listed on Tier I shall not be required to meet the criteria under paragraph (a) of this Rule as long as the issue is also listed and has not been suspended from trading on the NYSE, Amex or Nasdaq National Market. Added July 26, 1996; amended on September 30, 1998. Rule 17A. Maintenance Standards Applicable to All Tier I Issues The Exchange reserves the right to delist the securities of any corporation, subject to Securities and Exchange Commission Rules, which engages in practices not in the public interest or whose assets have been depleted to the extent that the company can no longer operate as a going concern or whose securities have become so closely held that it is no longer feasible to maintain a Rules of the Chicago Stock Exchange, Inc. Page 271

reasonable market in the issue. Furthermore, the Exchange reserves the right to delist the securities of any corporation which has drastically changed its corporate structure and/or its type of operation. The Exchange may also make an appraisal of, and determine on an individual basis, the suitability for continued listing of an issue in the light of all pertinent facts whenever it deems such action appropriate, even though a security meets enumerated criteria (including, but not limited to, continued listing on the NYSE, Amex or Nasdaq National Market). Many factors may be considered in this connection, including, but not limited to, abnormally low selling price or volume of trading, or failure to comply with required corporate governance standards. Added on September 30, 1998; amended December 12, 2003. Interpretations and Policies:.01 If the Exchange identifies a Tier I issue as being below the Exchange's maintenance listing requirements, the Exchange will notify the issuer by letter of its determination and the reasons for that determination. In this letter, the Exchange will provide the issuer with an opportunity to provide the Exchange with a plan (the "Plan") to cure the deficiency. Within 10 business days of the receipt of the Exchange's letter, the issuer must contact the Exchange to confirm its receipt of the letter and to report to the Exchange whether or not the issuer intends to present a Plan. If the issuer notifies the Exchange that it does not intend to present a Plan, the Exchange will commence proceedings to suspend and/or delist the issue. The issuer must present any Plan within 45 days after its receipt of the Exchange's letter. The Plan must describe definitive action that the issuer has taken, or is taking, that would bring it into conformity with the Exchange's maintenance listing requirements within 18 months of receipt of the letter, or within any shorter time period required by the Exchange. (The Exchange will not approve any Plan, under which an issuer is curing a deficiency under SEC Rule 10A-3, which extends beyond the earlier of 12 months or the first annual shareholders' meeting (for circumstances beyond the reasonable control of an issuer) and 6 months (for other circumstances)). The Plan also must set quarterly milestones against which the Exchange will evaluate its progress. Exchange staff will evaluate the Plan and determine whether the issuer has made a reasonable demonstration in the Plan of an ability to come into compliance with the Exchange's maintenance listing requirements. The Exchange will notify the issuer of its determination within 45 days after receipt of the Plan. If the Exchange does not accept the Plan, it will commence proceedings to suspend and/or delist the issue. If the Exchange accepts the Plan, the Exchange will review the issuer on a quarterly basis to determine the issuer's progress under the Plan. If the issuer fails to meet a material provision of the Plan or one or more of its quarterly milestones, the Exchange will review the facts and circumstances and determine whether to initiate proceedings to suspend and/or delist the issue; provided however, that if an issuer fails to meet a material provision of the Plan that relates to compliance with its obligations under SEC Rule 10A-3, the Exchange will immediately commence proceedings to suspend and/or delist the issue. If, for circumstances that do not involve compliance with SEC Rule 10A-3, the Exchange determines that continued listing is warranted, the Exchange will continue to review the issuer's progress under the Plan on at least a quarterly basis. If the issuer Rules of the Chicago Stock Exchange, Inc. Page 272

achieves compliance with the Exchange's maintenance listing requirements before the Plan expires under its terms, the Exchange may choose to consider the Plan ended as of that earlier date. If an issuer, within one year after the termination of a Plan, is again determined to have failed to meet the Exchange's maintenance listing requirements, the Exchange will review the facts and circumstances (including whether the issuer has fallen into non-compliance with the same standards at issue in its earlier Plan) and will take appropriate action, which could include, but is not limited to, shortening the time periods associated with the submission of any new Plan or immediately commencing proceedings to suspend and/or delist the issue. These procedures do not prevent the Exchange from suspending trading in an issue immediately, whenever it finds that it is necessary to do so for the protection of investors. Added December 12, 2003; Amended May 22, 2014 (SR-CHX-2014-07). Tier II Listing Requirements Rule 18. Tier II Listing Requirements (a) The criteria for a Tier II listing of common stock, preferred stock, bonds and debentures, and warrants, are: (1) The company must have at least $2,000,000 in net tangible assets. (2) It must be actively engaged in business and have been so operating for at least three consecutive years. (3) It shall have outstanding at least 250,000 publicly held shares. (4) The company shall have at least 500 public beneficial holders. (5) It shall maintain stock transfer and registrar facilities which may be an independent bank or trust company acting as both transfer agent and registrar for any listed security other than its own stock. (6) The Exchange must be satisfied (A) as to the adequacy of the company's working capital; (B) that the management enjoys a reputation of good character, competence, and integrity; (C) that the company has demonstrated the ability to produce adequate annual net earnings; and (D) that the company has agreed to publish periodic reports. (b) In cases where a company's security does not qualify for inclusion under Tier I, yet the security is listed or has been approved for listing on the New York Stock Exchange ("NYSE"), American Stock Exchange ("Amex") (except for "ECM" securities), or Nasdaq National Market System Rules of the Chicago Stock Exchange, Inc. Page 273

("Nasdaq/NM"), the Exchange may list such security under Tier II in reliance upon the listing requirements of the applicable exchange (or association). Added July 26, 1996; Amended May 22, 2014 (SR-CHX-2014-07). Tier I Corporate Governance and Disclosure Standards Rule 19. Corporate Governance The following Rule 19 applies to Tier I issuers: (a) Board of Directors. (1) Composition. Each issuer shall maintain a board of directors consisting of a majority of independent directors; however, each small business issuer shall be required only to maintain a board of directors consisting of at least 50% independent directors. The issuer must disclose in its annual proxy (or, if the issuer does not file a proxy, in its Form 10-K, 20-F or other applicable annual disclosure filed with the SEC) those directors that the board of directors has determined to be independent. (2) Executive sessions. Independent directors must have regularly scheduled meetings at which only independent directors are present. (3) Exceptions. (b) Audit Committee. (A) A controlled company is exempt from the requirements of paragraph (a)(1). (B) If an issuer fails to comply with the requirements of this paragraph (a) due to one vacancy, or one director ceases to be independent due to circumstances outside the person's reasonable control, the issuer shall regain compliance with the requirement by the earlier of the next annual shareholders' meeting or one year from the occurrence of the event that caused the issuer to fail to comply with this requirement. The issuer must promptly notify the Exchange if this circumstance occurs. (1) Audit Committee Composition. Each issuer shall establish and maintain an audit committee, of at least three persons, that meets the following standards: (A) Each member of the audit committee (i) must be an independent director as defined in subparagraph (p) below; (ii) must meet the criteria for independence set forth in SEC Rule 10A-3 (subject to the exemptions provided in that Rule); (iii) Rules of the Chicago Stock Exchange, Inc. Page 274

must not have participated, at any time in the past three years, in the preparation of the financial statements of the issuer or any current subsidiary of the issuer; and (iv) must be able to read and understand fundamental financial statements, including a company's balance sheet, income statement and cash flow statement. (B) At least one member of the audit committee must have accounting or related financial management expertise, as the issuer's board of directors interprets that qualification in its business judgment. A director who qualifies as a financial expert under Item 401(h) of Regulation S-K or Item 401(e) of Regulation S-B (or any successor provisions to those items) is presumed to have accounting or related financial management expertise. (C) Exceptions. (i) One director who is not independent as required by section (b)(1)(a)(i) above, but who meets the criteria set forth in SEC Rule 10A-3 and who is not a current officer or employee (or an immediate family member of a current officer or employee) may be appointed to the audit committee, if the issuer's board under exceptional and limited circumstances, determines that membership on the committee by the individual is required by the best interests of the corporation and its shareholders, and the board discloses, in the proxy statement for the next annual meeting subsequent to such determination (or, if the issuer does not file a proxy, in its Form 10-K, 20- F or other applicable annual disclosure filed with the SEC), the nature of the relationship and the reasons for that determination. A member appointed under this exception may not serve on the audit committee for more than two years under this exception (unless he or she ultimately satisfies the definition of an independent director) and may not chair the audit committee. (ii) If a member of an audit committee ceases to meet the independence criteria set forth in SEC Rule 10A-3 for reasons outside the person's reasonable control, that person may remain a member of the committee until the earlier of the next annual shareholders' meeting or one year from the occurrence of the event that caused the member to no longer meet the independence criteria. The issuer must promptly notify the Exchange if this circumstance occurs. (iii) A small business issuer is only required to maintain an audit committee of at least two (not three) independent directors, but is otherwise required to comply with the provisions of this paragraph (b)(1). (2) Audit Committee Responsibilities and Authority. The audit committee must have, at a minimum, (A) the responsibilities and authority set forth in SEC Rule 10A-3. Audit committees for investment companies must also establish procedures for the confidential, anonymous submission of concerns regarding questionable accounting or auditing matters Rules of the Chicago Stock Exchange, Inc. Page 275

by employees of the investment adviser, administrator, principal underwriter, or any other provider of accounting related services for the investment company, as well as employees of the investment company. (3) Audit Committee Charter. Each issuer must certify that it has adopted a formal written audit committee charter and that the audit committee has reviewed and reassessed the adequacy of the formal written charter on an annual basis. The charter must specify: (c) Nominating Committee (A) the committee's purpose - which, at a minimum, must be to: (i) assist board oversight of (a) the integrity of the company's financial statements, (b) the company's compliance with legal and regulatory requirements, (c) the independent auditor's qualifications and independence, and (d) the performance of the company's internal auditors and independent auditors; and (ii) prepare the required report to be included in the company's annual proxy statement or, if the company does not file a proxy statement, in the company's annual report; and (B) the duties and responsibilities of the audit committee, which must, at a minimum, include the duties set out in paragraph (b)(2) above. (1) General Rule. The nomination of the issuer's directors shall be determined, or recommended for the board's determination, either by (A) a majority of the independent directors; or (B) a nominating committee comprised solely of independent directors. (2) Each issuer must adopt a formal written charter or board resolution, as applicable, addressing the nominations process and any related matters as may be required under the federal securities laws. (3) Exceptions. (A) If the nominating committee is comprised of at least three persons, one director, who is not independent, but who is not a current officer or employee (or an immediate family member of a current officer or employee), may be appointed to the nominating committee if the issuer's board, under exceptional and limited circumstances, determines that such individual's membership on the committee is required by the best interests of the company and its shareholders, and the board discloses, in the proxy statement for the next annual meeting subsequent to such determination (or, if the issuer does not file a proxy, in its Form 10-K, 20-F or other applicable annual disclosure filed with the SEC), the nature of the relationship and the reasons for the determination. A member appointed under this exception may Rules of the Chicago Stock Exchange, Inc. Page 276

not serve longer than two years (unless he or she ultimately satisfies the definition of an independent director). (B) A controlled company is exempt from the requirements of this paragraph (c). (C) If a company is legally required by contract or otherwise to provide third parties with the ability to nominate directors (for example, preferred stock rights to elect directors upon a dividend default, shareholder agreements and management agreements), the selection and nomination of those directors need not be subject to the nominating committee process. (d) Compensation Committee (1) Composition. Issuers must have a compensation committee composed entirely of independent directors as defined under paragraph (p)(3). Compensation committee members must satisfy the additional independence requirements specific to compensation committee membership set forth in paragraph (p)(3)(b). For the purposes of this paragraph (d), a compensation committee means: (A) a committee of the board of directors that is designated as the compensation committee; (B) in the absence of a committee of the board of directors that is designated as the compensation committee, a committee of the board of directors performing functions typically performed by a compensation committee, including oversight of the executive compensation, even if it also performs other functions; or (C) in the absence of a committee as described in subparagraph (1)(A) and (1)(B), the members of the board of directors who oversee executive compensation matters on behalf of the board of directors, who together must comprise a majority of the board s independent directors. (2) Charter. Each issuer must adopt a formal written charter or board resolution, as applicable, addressing at minimum: (A) the scope of the compensation committee s responsibilities and how it carries out those responsibilities, including structure, processes and membership requirements; (B) the compensation committee s responsibility for determining or recommending to the board for determination, the compensation of the chief executive officer and all other officers of the issuer, as set forth in paragraph (d)(3); and (C) the specific compensation committee responsibilities and authority set forth in paragraph (d)(4). Rules of the Chicago Stock Exchange, Inc. Page 277

(3) Function. The compensation committee shall determine or recommend to the issuer s board of directors for determination the compensation of the issuer s chief executive officer and other officers, as those terms are defined in Section 16 of the Act. The chief executive officer shall not be present during the deliberations regarding compensation of the chief executive officer. However, the chief executive officer may be present during deliberations regarding compensation of other officers, but may not vote. (4) Compensation consultants, legal counsel and other advisers. (A) Authority to retain. A compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser. This subparagraph (A) shall not apply to issuers that do not maintain a formal committee of the board of directors for determining executive compensation. (B) Responsibility. The compensation committee shall be directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, legal counsel or other adviser retained by the compensation committee or functional equivalent. (C) Consultant recommendations not binding. Nothing in this paragraph (d)(4) shall be construed to require the compensation committee to implement or act consistently with the advice or recommendations of the compensation consultant, legal counsel or other adviser nor to affect the ability or obligation of a compensation committee to exercise its own judgment in fulfillment of its duties. (D) Funding for consultants. Each issuer must provide for appropriate funding, as determined by the compensation committee, for payment of reasonable compensation to a compensation consultant, legal counsel or any other adviser retained by the compensation committee. This subparagraph (D) shall not apply to issuers that do not maintain a formal committee of the board of directors for determining executive compensation. (E) Mandatory independence assessment of consultant. The compensation committee may select or receive advice from a compensation consultant, legal counsel or other adviser, other than in-house legal counsel, only after taking into consideration the following factors: (i) The provision of other services to the issuer by the person that employs the compensation consultant, legal counsel or other adviser; (ii) The amount of fees received from the issuer by the person that employs the compensation consultant, legal counsel or other adviser, as a percentage Rules of the Chicago Stock Exchange, Inc. Page 278

of the total revenue of the person that employs the compensation consultant, legal counsel or other adviser; (iii) The policies and procedures of the person that employs the compensation consultant, legal counsel or other adviser that are designed to prevent conflicts of interest; (iv) Any business or personal relationship of the compensation consultant, legal counsel or other adviser with a member of the compensation committee; (v) Any stock of the issuer owned by the compensation consultant, legal counsel or other adviser; and (vi) Any business or personal relationship of the compensation consultant, legal counsel, or other adviser or the person employing the adviser with an executive officer of the issuer. (F) Scope of independence assessment of consultant. The compensation committee is required to conduct the independence assessment outlined in paragraph (d)(4)(e) with respect to any compensation consultant, legal counsel or other adviser, that provides advice to the compensation committee, other than (i) in house legal counsel; and (ii) any compensation consultant, legal counsel or other adviser, whose role is limited to the following activities for which no disclosure would be required under item 407(e)(3)(iii) of Regulation S-K; consulting on any broad based plan that does not discriminate in scope, terms or operation in favor of executive officers or directors of the issuer, and that is available generally to all salaried employees; or providing information that either is not customized for a particular company or that is customized based on parameters that are not developed by the compensation consultant, and about which compensation consultant does not provide advice. Nothing in this paragraph (d)(4) requires a compensation consultant, legal counsel or other compensation adviser to be independent, but rather that the compensation committee considers the enumerated independence factors outlined in paragraph (d)(4)(e) before selecting or receiving advice from a compensation adviser. The compensation committee may select or receive advice from any compensation adviser they prefer, including ones that are not independent, after considering the six independence factors outlined in paragraph (d)(4)(e)(i)-(vi). (5) Exemptions (A) Temporary Exemptions. (i) Temporary appointment of a non-independent director. Under exceptional and limited circumstances, the issuer s board of directors may temporarily appoint to a compensation committee one director who is not Rules of the Chicago Stock Exchange, Inc. Page 279

independent for a term that shall not exceed two years from the date of appointment (unless the director becomes independent prior to the end of the two year period), if (a) the compensation committee is comprised of at least three persons, including the proposed non-independent director; (b) the non-independent director is not a current officer or employee nor is an immediate family member of a current officer or employee; and (c) the issuer s board of directors determines that: (1) the membership of the nonindependent director on the compensation committee is required by the best interests of the company and its shareholders; and (2) the board discloses, in the proxy statement for the next annual meeting subsequent to such determination (or, if the issuer does not file a proxy, in its Form 10-K or 20- F), the nature of the relationship and the reasons for the determination. (ii) Cure period for compensation committees. If a member of an issuer s compensation committee ceases to be an independent director for reasons outside the member s reasonable control, that member, with prompt notice by the issuer to the Exchange, may remain a member of the compensation committee until the earlier of the next annual shareholders meeting of the issuer or one year from the occurrence of the event that caused the member to be no longer an independent director. (B) General Exemptions. The following categories of issuers are generally exempt from the requirements of this paragraph (d): (i) Limited partnerships and companies in bankruptcies; (ii) Closed-end and open-end management companies registered under the Investment Company Act of 1940; (iii) Passive business organizations (such as royalty trusts) or derivatives and special purpose entities that are exempt from the requirements of SEC Rule 10A-3, subject to the additional requirements of paragraph.03 (4) of the Interpretations and Policies of Rule 19; (iv) Foreign private issuer, as that term is defined in Rule 3b-4 under the Exchange Act, that discloses in its annual report the reasons that the foreign private issuer does not have an independent compensation committee, subject to the additional requirements of paragraph.03(4) of the Interpretations and Policies of Rule 19. To the extent that a foreign issuer fails to qualify for foreign private issuer status pursuant to SEC Rule 240.3b-4, the foreign issuer shall comply with all requirements of paragraph (d) to the extent applicable, within six months of the date on which it failed to qualify as a foreign private issuer; Rules of the Chicago Stock Exchange, Inc. Page 280

(v) Issuers listing only preferred or debt securities on the Exchange will not be required to adhere to the requirements set out in sections (a)-(f) because they will be subject to the multiple listing exception described in Interpretation.04, below; (vi) Controlled companies, as defined under paragraph (p)(1) and subject to paragraph.02 of the Interpretations and Policies of Rule 19. (C) Limited exemption for smaller reporting companies. Smaller reporting companies as defined under paragraph (p)(5) are only exempt from the additional independence requirements of paragraph (p)(3)(b) and compensation adviser requirements of paragraph (d)(4). Otherwise, smaller reporting companies must comply with all other requirements of paragraph (d) and paragraph (p)(3). To the extent a smaller reporting company ceases to qualify as such under SEC rules, it is required, if otherwise applicable, to: (i) have a compensation committee of which the members meet the additional independence requirements of paragraph (p)(3)(b) within six months of the date on which the issuer failed to qualify as a smaller reporting company and (ii) comply with paragraph (d)(4) as of the date on which the issuer failed to qualify as a smaller reporting company. (e) Code of Business Conduct and Ethics. Each issuer shall adopt a code of conduct and ethics applicable to all directors, officers and employees that (1) complies with the definitions of a "code of ethics" set out in Section 406(c) of the Sarbanes-Oxley Act and the rules thereunder (17 C.F.R. 228.406 and 17 C.F.R 229.406); and (2) provides for an enforcement mechanism that is designed to ensure prompt and consistent enforcement of the code, protections for persons reporting questionable behavior, clear standards for compliance and a fair process by which to determine violations. Issuers may satisfy this requirement by adopting one or more separate codes of conduct and ethics, so long as all directors, officers and employees are subject to a code that complies with this section. Waivers of the code's provisions for directors and executive officers must be approved by the issuer's board of directors and disclosed to shareholders in a Form 8-K within five business days. Foreign private issuers must disclose these waivers in a Form 6-K or in the next Form 20-F. The issuer must make its code of business conduct and ethics publicly available. (f) Governance-Related Certifications. (1) Annual Certification. Each issuer's chief executive officer annually must certify to the Exchange that he or she is not aware of any violation by the issuer of the standards set out in applicable paragraphs (a) through (e) of this rule. (2) Interim Certifications. Each issuer's chief executive officer must promptly notify the Exchange after any executive officer of the issuer becomes aware of any material noncompliance by the issuer with applicable standards set out in paragraphs (a) through (e) of this rule. (g) Annual Reports. Rules of the Chicago Stock Exchange, Inc. Page 281

Each issuer shall distribute to shareholders copies of an annual report containing audited financial statements of the company and its subsidiaries. The report should be distributed to shareholders and the Exchange no later than 120 days after the close of each fiscal year, but at least fifteen days in advance of the annual meeting. (h) Quarterly Reports. Each issuer which is subject to SEC Rule 13a-13 shall make available to shareholders copies of quarterly reports including statements of operating results prior to, or as soon as practicable following, the company's filing of its Form 10-Q with the SEC. If the form of the quarterly report differs from the Form 10-Q, both the quarterly report and the Form 10-Q shall be filed with the Exchange. The statement of operations contained in the quarterly reports shall disclose, at a minimum, any substantial items of an unusual or nonrecurrent nature and net income and the amount of estimated federal taxes. (i) Other Reports. Each issuer which is not subject to SEC Rule 13a-13 and which is required to file with the SEC, or another federal or state regulatory authority, interim reports relating primarily to operations and financial position, shall make available to shareholders reports which reflect the information contained in those interim reports. Such reports shall be made available to shareholders either before or as soon as practicable following filing with the appropriate regulatory authority. If the form of the interim report made available to shareholders differs from that filed with the regulatory authority, both the report to shareholders and the report to the regulatory authority shall be filed with the Exchange. (j) Annual Meeting. A listed company is required to hold an annual meeting of shareholders to elect directors and to take action on other corporate matters in accordance with its charter, bylaws and applicable state or other laws. In the event unusual circumstances affecting the company shall preclude the holding of its annual meeting within a reasonable period after the time specified in its charter, the Exchange must be informed in writing, stating the reasons for the delay, and good faith efforts must be made to ensure that such annual meeting is held as soon as reasonably practicable in light of the circumstances causing the delay. Each listed company shall give written notice to shareholders and to the Exchange at least ten days in advance of all shareholders' meetings, and provide for such notice in its bylaws. Furthermore, each issuer shall provide for a quorum as specified in its bylaws for any meeting of the holders of common stock; provided, however, that in no case shall such quorum be less than 331/3 percent of the outstanding shares of the company's common voting stock. (k) Proxy Solicitations. Rules of the Chicago Stock Exchange, Inc. Page 282

Each issuer shall solicit proxies and provide proxy statements for all meetings of shareholders and shall provide copies of such proxy solicitations to the Exchange. (l) Stock Certificates. Each issuer's certificates of stock shall have a steel engraved border prepared by an approved bank note company. The face of the certificate may be engraved or surface printed. (m) Shareholder Approval. Each issuer shall require shareholder approval prior to the issuance of designated securities under (1), (2), (3) or (4) below: (1) Equity Compensation Plans. When an equity compensation plan, pursuant to which options or stock may be acquired by officers, directors, employees or consultants, is established or materially amended, except for: (A) warrants or rights issued generally to all security holders of the company or stock purchase plans available on equal terms to all security holders of the company (such as a typical dividend reinvestment plan); or (B) (i) tax qualified, non-discriminatory employee benefit plans or parallel nonqualified plans, provided such plans are approved by the issuer's independent compensation committee or a majority of the issuer's independent directors; or (ii) plans that provide non-u.s. employees with substantially the same benefits as a comparable tax qualified, non-discriminatory employee benefit plan or parallel nonqualified plan that the issuer provides to U.S. employees, but for features necessary to comply with applicable foreign tax law; or (iii) plans that merely provide a convenient way to purchase shares on the open market or from the issuer at fair market value; or (C) plans or arrangements relating to an acquisition or merger where: (i) the issuer is converting, replacing or adjusting outstanding options or other equity compensation awards to reflect the transaction; or (ii) the issuer is using shares available under certain plans acquired in acquisitions or mergers for certain posttransaction grants, as set out in Interpretation and Policy.06; or (D) issuances to a person not previously an employee or director of the company, or following a bona fide period of non-employment or non-service, as an inducement material to the individual's entering into employment with the issuer, provided such issuances are approved by the issuer's independent compensation committee or by a majority of the issuer's independent directors. Promptly following an issuance of any employment inducement grant in reliance on this exception, a company must disclose in a press release the material terms of the grant, including the recipient(s) of the grant and the number of shares. Rules of the Chicago Stock Exchange, Inc. Page 283

(E) Each issuer must notify the Exchange, in writing, when it uses one of the exemptions set forth in paragraphs (A) through (D) above. (2) The issuance will result in a change of control of the issuer. (3) In connection with the acquisition of the stock or assets of another company if: (A) any director, officer or substantial shareholder of the issuer has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the company or assets to be acquired or in the consideration to be paid in the transaction or series of related transactions and the present or potential issuance of common stock, or securities convertible into or exercisable for common stock, could result in an increase in outstanding common shares or voting power of 5% or more; or (B) the present or potential issuance of common stock, or securities convertible into or exercisable for common stock, other than in a public offering for cash, could result in an increase in outstanding common shares equal to or in excess of 20% or could represent an increase in outstanding common stock equal to or in excess of 20% of the voting power outstanding before the issuance of the stock or securities. (4) In connection with a transaction other than a public offering involving: (A) the sale or issuance by the company of common stock (or securities convertible into or exercisable for common stock) at a price less than the greater of book or market value, which together with sales by officers, directors or principal shareholders of the company equals 20% or more of presently outstanding common stock, or 20% or more the presently outstanding voting power; or (B) the sale or issuance by the company of common stock (or securities convertible into or exercisable for common stock) equal to 20% or more of presently outstanding stock or 20% or more of the presently outstanding voting power for less than the greater of book or market value of the stock. (5) Exceptions may be made upon application to the Exchange when: (A) the delay in securing stockholder approval would seriously jeopardize the financial viability of the enterprise and; (B) reliance by the company on this exception is expressly approved by the Audit Committee of the Board or a comparable body. A company relying on this exception must mail to all shareholders no later than ten days before issuance of the securities, a letter alerting them to its omission to seek Rules of the Chicago Stock Exchange, Inc. Page 284

the shareholder approval that would otherwise be required and indicating that the Audit Committee of the Board or a comparable body has expressly approved the exception. (6) Only shares actually issued and outstanding (excluding treasury shares or shares held by a subsidiary) are to be used in making any calculation provided for in this paragraph. Unissued shares reserved for issuance upon conversion of securities or upon exercise of options or warrants will not be regarded as outstanding. (7) An interest consisting of less than either 5% of the number of shares of common stock, or 5% of the voting power outstanding of an issuer or party shall not be considered a substantial interest or cause the holder of an interest to be regarded as a substantial security holder. (n) Stock Transfer Facilities. Each issuer must maintain stock transfer and registrar facilities which may be an independent bank or trust company acting as both transfer agent and registrar for any listed security other than its own stock. (o) Each issuer shall conduct an appropriate review of all related party transactions on an ongoing basis and review potential conflict of interest situations where appropriate. Issuers shall use the company's audit committee or another independent body of the board of directors for this review. (p) Definitions. For purposes of this Article 22, unless the context requires otherwise: (1) "Controlled company" means a company of which more than 50% of the voting power is held by an individual, a group or another company. (2) "Immediate family member" includes a person's spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law and any person who has the same residence. (3) Independent director means a person who is a member of the issuer s board of directors, other than an officer or employee of the issuer or its subsidiaries or any other individual having a relationship, which, in the opinion of the issuer s board of directors, would interfere with the exercise of independent judgment in carrying out the specific responsibilities of an independent director. The Board has the responsibility to make an affirmative determination that no such relationship exists. (A) The following persons shall not be considered independent: (i) A director who is, or during the past three years was, employed by the issuer or by any parent or subsidiary of the issuer; Rules of the Chicago Stock Exchange, Inc. Page 285

(ii) A director who accepted or who has an immediate family member who any payments from the issuer or any parent or subsidiary of the issuer in excess of $120,000 during the current fiscal year or any of the past three fiscal years, other than compensation for board or board committee service, payments arising solely from investments in the issuer s securities, compensation paid to an immediate family member who is an employee of the issuer or a parent or subsidiary of the issuer (but not if such person is an executive officer of the company or any parent or subsidiary of the company), benefits under a tax-qualified retirement plan, non-discretionary compensation or loans permitted under Section 13(k) of the Act; (iii) A director who is an immediate family member of an individual who is, or at any time during the past three years was, employed by the issuer or by any parent or subsidiary of the issuer as an executive officer; (iv) A director who is, or has an immediate family member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to which the issuer made, or from which the issuer received, payments for property or services, in the current or any of the past three fiscal years, that exceed 5% of the recipient s consolidated gross revenues for that year, or $200,000, whichever is more, other than payments arising solely from investments in the issuer s securities or payments under non-discretionary charitable contribution matching programs; (v) A director of the issuer who is, or has an immediate family member who is, employed as an executive officer of another entity where, at any time during the past three years, any of the executive officers of the issuer served on the compensation committee of such other entity; (vi) A director who is, or has an immediate family member who is, a current partner of the issuer s outside auditor, or who [has] was a partner or employee of the issuer s outside auditor who worked on the issuer s audit at any time during the past three years; or (vii) In the case of an investment company, in lieu of paragraphs (i) (vi), a director who is an interested person of the company as defined in section 2(a)(19) of the Investment Company Act of 1940, other than in his or her capacity as a member of the board of directors or any board committee. (B) Additional independent director requirements specific to compensation committees. The following Except for smaller reporting companies as defined under paragraph (p)(5), in affirmatively determining the independence of any director who will serve on the compensation committee of the issuer s board of directors, the board of directors must consider all factors specifically relevant to determining whether a director has a relationship to the issuer which is material to Rules of the Chicago Stock Exchange, Inc. Page 286

that director s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to, the following factors: (i) The board must consider the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by the issuer to such director. When considering the sources of a director s compensation, the board should consider whether the director receives compensation from any person or entity that would impair her ability to make independent judgments about the issuer s executive compensation. (ii) The board must consider whether such director is affiliated with the issuer, a subsidiary of the issuer or an affiliate of a subsidiary of the issuer. When considering such affiliate relationships in determining her independence for purposes of compensation committee service, the board should consider whether the affiliate relationship places the director under the direct or indirect control of the issuer or its senior management, or creates a direct relationship between the director and members of senior management, in each case of a nature that would impair her ability to make independent judgments about the issuer s executive compensation. (4) "Sarbanes-Oxley Act" means the Sarbanes-Oxley Act of 2002. (5) "Small business issuer" or smaller reporting company means any issuer that meets the definition of smaller reporting company set out in SEC Rule 12b-2. (6) "Executive officer" means those officers covered in Rule 16a-1(f) under the Securities Act of 1933. Added July 26, 1996; Amended October 31, 2003; December 12, 2003; July 2, 2004; January 17, 2013 (SR-CHX-2012-13); May 22, 2014 (SR-CHX-2014-07). Interpretations and Policies:.01 Receipt of Information via EDGAR. For those Tier I listed companies that file documents via the SEC's Electronic Data Gathering, Analysis and Retrieval ("EDGAR") System, the filing of a document via EDGAR, or any SEC successor thereto, shall satisfy the requirement under Exchange rules that such document be filed with the Exchange. This interpretation and policy shall not apply to documents required by the Exchange in connection with a listing application, including exhibits thereto. These documents must continue to be filed in hard-copy format with the Exchange..02 Controlled Companies. If an issuer relies on a controlled company exemption from the requirements of paragraphs 19(a), 19(c) or 19(d), above, it must disclose in its annual proxy (or, if Rules of the Chicago Stock Exchange, Inc. Page 287

the issuer does not file a proxy, in its Form 10-K, 20-F or other applicable annual disclosure filed with the SEC) that it is a controlled company and the basis for that determination..03 General Exemptions from Governance Rules. Certain requirements of this rule do not apply to certain entities, as described below: (a) Limited partnerships and companies in bankruptcies are not required to comply with sections (a), (c) and (d) above. (b) Closed-End and Open-End Management Companies. (1) Closed-end management companies that are registered under the Investment Company Act of 1940 are not required to comply with sections (a) through (f) of this Rule; except that closed-end funds must (A) maintain an audit committee of at least three persons; and (B) comply with the provisions of SEC Rule 10A-3 and the provisions of paragraphs (b)(1)(a)(iv), (b)(1)(b), (b)(2), (b)(3) and (f), above, subject to applicable exceptions. Additionally, these issuers must establish procedures for the confidential, anonymous submission of concerns regarding questionable accounting or auditing matters by employees of the investment adviser, administrator, principal underwriter, or any other provider of accounting related services for the investment company, as well as employees of the investment company. (2) Business development companies, which are a type of closed-end management investment company defined in Section 2(a)(48) of the Investment Company Act of 1940 that are not registered under that Act, are required to comply with all of the provisions of this Rule. (3) Open-end funds (including open-end funds that can be listed or traded as investment company units) are not required to comply with the provisions of sections (a) through (f) of this Rule; except that these funds must comply with the provisions of sections (b) and (f)(2), above, to the extent required by SEC Rule 10A-3. Additionally, these issuers must establish procedures for the confidential, anonymous submission of concerns regarding questionable accounting or auditing matters by employees of the investment adviser, administrator, principal underwriter, or any other provider of accounting related services for the investment company, as well as employees of the investment company and must address this responsibility in the audit committee charter. (c) Passive business organizations (such as royalty trusts) or derivatives and special purpose entities that are exempt from the requirements of SEC Rule 10A-3 are not subject to any requirement under sections (a) through (f) this rule. To the extent that Rule 10A-3 applies to a passive business organization, derivative or special purpose security, such entities are required to comply with the provisions of paragraphs (b) and (f)(2) above, to the extent required by SEC Rule 10A-3. Rules of the Chicago Stock Exchange, Inc. Page 288

(d) Foreign issuers will be permitted to comply with their home country practices with respect to corporate governance (and thus are exempt from the requirements of sections (a)- (f), above), except to the extent that SEC Rule 10A-3 requires compliance with specific audit committee requirements in sections (b) and (f)(2) above. Foreign issuers must provide English language disclosure of any significant ways in which their corporate governance practices differ from those required for domestic issuers under this Rule 19. This disclosure may be provided either on the issuer's website or in the annual report distributed to shareholders in the U.S. If the disclosure is made only on an issuer's website, the issuer must note that fact in its annual report and provide the web address at which the disclosure may be reviewed. (e) Issuers listing only preferred or debt securities on the Exchange typically will not be required to adhere to the requirements set out in sections (a)-(f) because they will be subject to the multiple listing exception described in Interpretation.04, below. To the extent required by SEC Rule 10A- 3, these issuers will only be required to comply with sections (b) and (f)(2) above. (f) Controlled companies, as defined under paragraph (p)(1) above, are not required to comply with section (a), (c) and (d) above, subject to paragraph.02 of the Interpretations and Policies of Rule 19..04 Dual and Multiple Listings. All issuers whose common stock is dually listed both on the Exchange and with other listing markets must separately comply with the requirements of section (b), above (audit committees) and with the notification requirements of section (f)(2), as it relates to their audit committees. At any time, however, when an issuer has a class of securities that is listed on a national securities exchange or national securities association subject to requirements substantially similar to those set forth in sections (a), (c), (d) and (e) above, and that class of security has not been suspended from trading on that market, the issuer shall not be required to separately meet the requirements set forth in sections (a), (c), (d) and (e) above with respect to that class of securities or any other class of securities. Governance requirements of other markets will be considered to be substantially similar to the requirements of sections (a), (c), (d) and (e) above if they are adopted by the New York Stock Exchange or the National Association of Securities Dealers (for the Nasdaq National Market or Small Cap Market) or if they otherwise require, subject to exceptions approved by the Commission, that the issuer maintain (a) a board of directors, a majority of whom are independent directors (50% of whom are independent directors, for a small business issuer); (b) a nominating committee or other body, a majority of whom are independent directors; (c) a compensation committee or other body, a majority of whom are independent directors; and (d) a code of business conduct and ethics that complies with the definition of a "code of ethics" set out in Section 406(c) of the Sarbanes-Oxley Act and the rules thereunder (17 C.F.R. 228.406 and 17 C.F.R. 229.406). Similarly, when an issuer has a class of securities that is listed on a national securities exchange or national securities association subject to requirements substantially similar to those set forth in sections (a)-(e) above, and that class of security has not been suspended from trading on that market, a direct or indirect consolidated subsidiary of the issuer, or an at least 50% beneficiallyowned subsidiary of the issuer, shall not be required to separately meet the requirements set forth Rules of the Chicago Stock Exchange, Inc. Page 289

in sections (a)-(e) above with respect to any class of securities it issues, except classes of equity securities (other than non-convertible, non-participating preferred securities) of such subsidiary..05 Transition Periods and Compliance Dates. Sections (a)-(f) will become effective pursuant to the following schedule: (a) The audit committee requirements mandated by SEC Rule 10A-3 (and the exception set out in section (b)(1)(b)(ii) in this rule) will become effective as set out in Rule 10A-3. (b) The other requirements of sections (a)-(f) will become effective on July 31, 2005 for foreign private issuers and small business issuers. For all other issuers, the requirements of sections (a)-(f) will become effective on the earlier of: (1) the issuer's first annual shareholders meeting after July 1, 2004; or (2) January 31, 2005. If an issuer has a board with staggered terms, and a change is required with respect to a director whose term does not expire within this period, the issuer will have until its second annual meeting after the date specified above, but not later than December 31, 2005, to comply with the requirements of section (a). (c) Except as otherwise required by SEC Rule 10A-3, an issuer listing securities on the Exchange in connection with an initial public offering will be required to comply with sections (a)-(f) within time frames consistent with the exemptions afforded in Rule 10A-3. Specifically, for each applicable committee that the issuer establishes (such as a nominating committee or compensation committee), the issuer shall have one independent member at the time of listing, a majority of independent members within 90 days of listing and all independent members within one year. These issuers must meet the majority independent board requirement (50%, for small business issuers) within one year after listing on the Exchange. It should be noted, however, that investment companies are not afforded these exemptions under Rule 10A-3. (d) An issuer transferring from a market that has governance standards substantially similar to those set out in sections (a)-(f) above must comply with those provisions at the time that they list; provided, however, that an issuer that transfers during another market's transition period to new governance standards will be allowed to comply with the Exchange's requirements within any transition period that had been provided by the other marketplace. An issuer transferring from a market that does not have governance standards substantially similar to those set out in sections (a)-(f) above shall be given one year from the date of listing to be in compliance with sections (a)- (f), to the extent not inconsistent with Rule 10A-3(b)(1)(iv)(A). (e) At any point before the provisions of sections (a) through (f) become effective for a particular issuer, the issuer must comply with the following governance requirements: (1) Each issuer shall maintain a minimum of two independent directors on its board of directors. For purposes of this section, "independent director" shall mean a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which, in the opinion of the board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Rules of the Chicago Stock Exchange, Inc. Page 290

(2) Each issuer shall establish and maintain an audit committee, a majority of the members of which shall be independent directors, as defined in section (5)(A) of this interpretation. (3) Each issuer shall conduct an appropriate review of all related party transactions on an ongoing basis and shall use the company's audit committee or a comparable body for the review of potential conflict of interest situations where appropriate. (f) Compensation committee requirements mandated by SEC Rule 10C-1. Issuers shall have until the earlier of the issuer s first annual shareholders meeting after January 15, 2014 or October 31, 2014 to comply with the new director independence standards with respect to compensation committees contained in Rule 19(p)(3)(B)..06 Shareholder approval of equity compensation plans. (a) An "equity compensation plan" is a plan or other arrangement that provides for the delivery of equity securities (either newly issued or treasury shares) of the listed company to any officer, director, employee or consultant as compensation for services. Even a compensatory grant of options or other equity securities that is not made under a formal plan is an equity compensation plan, for purposes of this rule. (b) A "material revision" of an equity compensation plan includes, but is not limited to: (1) any material increase in the number of shares to be issued under the plan (other than to reflect a reorganization, stock split, merger, spinoff or similar transaction); (2) any material increase in benefits to participants, including any material change that (A) permits a repricing (or decrease in exercise price) of outstanding options (B) reduces the price at which shares or options to purchase shares may be offered or (C) extends the duration of a plan; (3) Any material expansion of the class of participants eligible to participate in the plan; and (4) Any expansion in the types of options or awards provided under the plan. (c) In general, if a plan contains a formula for automatic increases in the shares available (sometimes called an "evergreen formula"), or for automatic grants pursuant to a dollar-based formula (such as annual grants based on a certain dollar value, or matching contributions based upon the amount of compensation the participant elects to defer), the plan cannot have a term in excess of ten years unless shareholder approval is obtained every ten years. However, if a plan does not contain a formula and does not impose a limit on the number of shares available for grant, each grant under the plan must be approved by shareholders. A requirement that grants be made out of treasury shares or repurchased shares will not alleviate the shareholder approval requirements set out in this paragraph. Rules of the Chicago Stock Exchange, Inc. Page 291

(d) When preparing plans and presenting them for shareholder approval, issuers should strive to make plan terms easy to understand. Plans meant to permit repricing should use explicit terminology to make this intent clear. (e) An issuer is not permitted to use repurchased shares to fund option plans or grants without prior shareholder approval. (f) Rule 19(m)(1)(C)(ii) provides that plans or arrangements relating to an acquisition or merger do not require shareholder approval where the issuer is using shares available under certain plans acquired in acquisitions or mergers for certain post-transaction grants. This exception applies to situations where the party which is not a listed company following the transaction has shares available for grant under pre-existing plans that were previously approved by shareholders that meet the requirements of Rule 19(m). These shares may be used for post-transaction grants of options and other equity awards by the listed company (after appropriate adjustment of the number of shares to reflect the transaction), either under the pre-existing plan or under another plan, without further shareholder approval, provided (1) the time during which those shares are available for grants is not extended beyond the period when they would have been available under the preexisting plan, absent the transaction, and (2) such options and other awards are not granted to individuals who were employed by the granting company or its subsidiaries at the time the merger or acquisition was consummated. A plan adopted in contemplation of the merger or acquisition is not considered a pre-existing plan for purposes of this exception. Any shares available for issuance under an equity compensation plan acquired in connection with a merger or acquisition would be counted in determining whether the transaction involved the issuance of 20% or more of the company's outstanding common stock, thus triggering the shareholder requirements under Rule 19(m)(3)(b). (g) A "tax qualified, non-discriminatory employee benefit plan" is one that meets the requirements of Section 401(a) or 423 of the Internal Revenue Code and applicable Treasury Department regulations. (h) A "parallel nonqualified plan" means a plan that is a "pension plan" within the meaning of the Employee Retirement Income Security Act ("ERISA"), 29 U.S.C. 1002, that is designed to work in parallel with a plan intended to be qualified under Internal Revenue Code Section 401(a), to provide benefits that exceed the limits set forth in Internal Revenue Code Section 402(g) (the section that limits an employee's annual pre-tax contributions to a 401(k) plan), Internal Revenue Code Section 401(a)(17) (the section that limits the amount of an employee's compensation that can be taken into account for plan purposes) and/or Internal Revenue Code Section 415 (the section that limits the contributions and benefits under qualified plans) and/or any successor or similar limitations that may be enacted. However, a plan will not be considered a parallel nonqualified plan unless: (1) it covers all or substantially all employees of an employer who are participants in the related qualified plan whose annual compensation is in excess of the limit of Code Section 401(a)(17) (or any successor or similar limitation that may be enacted); (2) its terms are substantially the same as the qualified plan that it parallels except for the elimination of the limitations described in the preceding sentence; and (3) no participant receives employer equity contributions under the plan in excess of 25% of the participant's cash compensation. Rules of the Chicago Stock Exchange, Inc. Page 292

(i) The Exchange precludes its Participant Firms from giving a proxy to vote on equity compensation plans unless the beneficial owner of the shares has given voting instructions. This prohibition is codified in Article 8, Rule 14(c) and will become effective for any meeting of shareholders that occurs on or after the 90th day following Commission approval of the change. Added Dec. 29, 1998; amended October 31, 2003; December 12, 2003; July 2, 2004; amended February 9, 2005, April 14, 2010 (SR-CHX-2010-07); May 22, 2014 (SR-CHX-2014-07). Rule 20. Tier I Voting Rights The following Rule 20 applies only to Tier I issuers: (a) No rule, stated policy or interpretation of the Exchange shall permit the listing, or the continuance of the listing, of any common stock or other equity security of a domestic issuer if, on or after July 7, 1988, the issuer of the security issues any class of security, or takes other corporate action with the effect of nullifying, restricting or disparately reducing the per share voting rights of holders of an outstanding class or classes of common stock of the issuer registered pursuant to Section 12 of the Exchange Act. (b) For purposes of paragraph (a) of this section, the following shall be presumed to have the effect of nullifying, restricting or disparately reducing the per share voting rights of an outstanding class or classes of common stock: (1) Corporate action to impose any restriction on the voting power of shares of the common stock of the issuer held by a beneficial owner or record holder based on the number and/or the length of time the shares have been held by the beneficial owner or record holder. (2) Any issuance of securities through an exchange offer by the issuer for shares of an outstanding class of common stock of the issuer, in which the securities issued have voting rights greater than or less than the per share voting rights of any outstanding class of the common stock of the issuer. (3) Any issuance of securities pursuant to a stock dividend, or any other type of distribution of stock, in which the securities issued have voting rights greater than the per share voting rights of any outstanding class of the common stock of the issuer. (c) For purposes of paragraph (a) of this section, the following, standing alone, shall be presumed not to have the effect of nullifying, restricting, or disparately reducing the per share voting rights of holders of an outstanding class of common stock: (1) The issuance of securities pursuant to an initial registered public offering. Rules of the Chicago Stock Exchange, Inc. Page 293

(2) The issuance of any class of securities, through a registered public offering, with voting rights not greater than the per share voting rights of any outstanding class of the common stock of the issuer. (3) The issuance of any class of securities to effect a bona fide merger or acquisition, with voting rights not greater than the per share voting rights of any outstanding class of the common stock of the issuer. (4) Corporate action taken pursuant to state law requiring a state's domestic corporation to condition the voting rights of a beneficial owner or record holder of a specified threshold percentage of the corporation's voting stock on the approval of the corporation's independent shareholders. (d) Preferred Voting Rights. To be eligible for listing, a preferred stock shall give the holders the right to elect no later than two years after a default in the payment of fixed dividends at least two Participants of the issuer's Board of Directors and shall not provide for: (1) Any change in the rights, privileges or preferences of the issue without at least twothirds favorable vote of the preferred class, voting as a class; or (2) The creation of any additional class of preferred stock senior to the issue to be listed or equal in preference to the issue to be listed without at least a favorable majority vote of the preferred class voting as a class. Added July 26, 1996; amended February 9, 2005; May 22, 2014 (SR-CHX-2014-07). Rule 21. Tier II Corporate Governance, Disclosure, and Miscellaneous Requirements The following Rule 21 applies only to Tier II issuers: (a) Each issuer shall comply with the governance requirements set out in Rule 19 (a)-(f) of this Article and is subject to Rules 19(o), 19(p) and Interpretations.02-.05 of that rule. (b) Each issuer shall comply with the shareholder approval requirements relating to equity compensation plans set out in Rule 19(m) of this Article and is subject to Interpretation.06 of that rule. (c) Stock Certificates. Each issuer's certificates of stock shall have a steel engraved border prepared by an approved bank note company. The face of the certificate may be engraved or surface printed. (d) Changes to Listing Standards. Tier II requirements may be revised upward under certain circumstances, but an exception to Tier II requirements may be made only by vote of the Executive Committee of the Board of Governors. Rules of the Chicago Stock Exchange, Inc. Page 294

Furthermore, any applicant for listing must agree: (e) To notify the Exchange promptly of any change in the general character or nature of its business. (f) To notify the Exchange immediately if it or any subsidiary or controlled company should dispose of any property or of any stock interest in any of its subsidiary or controlled companies when such disposal would impair or materially affect its financial position or the nature or extent of its operations as theretofore conducted. (g) Not to change its accounting policies materially from those existing at the time of listing without giving notice thereof to the Exchange. (h) To mail with or prior to the notice of the annual meeting to the holders of record of its securities listed on the Exchange and to the Exchange a report containing a balance sheet, income statement and analysis of surplus account covering the period from the date of the financial statements last published, consolidated in the case of a parent or holding company, or a balance sheet, income statement and analysis of surplus account of the parent or holding company and of each constituent, subsidiary, owned or controlled company. Such financial statements shall show clearly the existence of any default in interest or dividends or redemption or sinking fund requirements of the parent or holding company or of any constituent, subsidiary, owned or controlled company. Such statements shall truly disclose the operations and condition of the company and shall be certified by duly qualified, independent public accountants whose certificate in form satisfactory to the Exchange shall be part of the report. (i) Not to make any change in the form or nature of its listed securities, or in the rights or privileges of the holders thereof, without having given ten (10) days' prior notice to the Exchange of such proposed changes nor, if the Exchange so requires, without making application for listing of the securities as changed. (j) To notify the Exchange in the event of the issuance or creation in any form or manner of any rights to subscribe to or to be allotted its securities, or of any other rights or benefits pertaining to ownership in its securities, so as to afford the holders of its securities an interim, satisfactory to the Exchange within which to record their interests and to exercise their rights, and to issue all such rights in form approved by the Exchange, and to make the same transferable, payable and deliverable in the City of Chicago. (k) To notify the Exchange promptly of the issuance of any options or warrants to purchase stock or other securities, otherwise than pro rata to stockholders, stating the terms of such options or warrants and the number of shares covered thereby, and to notify the Exchange of any subsequent changes in said options or warrants; also to notify the Exchange of the creation or formation of any reorganization or protective committee or any plan for the deposit of any stock or other securities which will affect the marketability sale, transfer, or voting rights of any securities so deposited, and to notify the Exchange of the termination thereof. Rules of the Chicago Stock Exchange, Inc. Page 295

(l) Not itself, and not to permit any subsidiary, directly or indirectly controlled, to take up as income stock dividends received at an amount greater than that charged against earnings, earned surplus, or both of them by issuing company in relation thereto. (m) To notify the Exchange of any proposed increase in the outstanding amount of stock, bonds or other securities of the class previously listed and to make application for the listing of said additional amounts of listed securities, sufficiently prior to the issuance thereof to permit action in due course upon such application; and to notify the Exchange of the proposed issuance of any securities on a parity with or senior to any listed securities. (n) To publish promptly to holders of stock listed any action in respect to dividends on shares, or allotments or rights for subscription to securities, notice thereof to be sent to the Exchange, and to give the Exchange at least ten (10) days' notice in advance of the closing of the transfer books or extensions, or of the taking of a record of holders for any purpose, stating the purpose thereof; also to publish promptly to holders of bonds listed any action or default in respect to interest on bonds, redemption of bonds and other similar matters, notice thereof also to be sent to the Exchange a reasonable time in advance. (o) To forward to the Exchange a copy of all notices and reports sent to holders of its securities. (p) To file with the Exchange a certified copy of any amendment to the charter or by-laws of the company together with a satisfactory opinion of counsel respecting the legality of said amendment. (q) To solicit proxies for all meetings of stockholders or to solicit consents in lieu thereof. (r) If the company issues securities which are subject to an investment restriction, to affix a legend relating to the restriction on the face of the certificate for such securities substantially as follows: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act." (s) To conform to the Exchange's policy on Informing the Public. (This policy appears as Interpretation.01 after this Rule.) (t) To conform to the Exchange's policy on Record Date During or Shortly After a Stock Distribution. (This policy appears as Interpretation.01 after this Rule.) (u) Voting rights of existing shareholders of publicly traded common stock registered under Section 12 of the Exchange Act cannot be disparately reduced or restricted through any corporate action or issuance. Examples of such corporate action or issuance include, but are not limited to, the adoption of time-phased voting plans, the adoption of capped voting rights plans, the issuance of super voting stock, or the issuance of stock with voting rights less than the per share voting rights of the existing common stock through an exchange offer. Rules of the Chicago Stock Exchange, Inc. Page 296

(v) To notify the Exchange promptly if, during the time the listed security is also listed on another exchange or Nasdaq (the "other market"), the company receives oral or written notification from such other market that the listed security has fallen below the continued listing requirements of such other market. Amended September 30, 1998 and October 31, 2003; December 12, 2003; July 2, 2004; May 22, 2014 (SR-CHX-2014-07). Interpretations and Policies:.01 Record Date During or Shortly After a Stock Distribution When stock is traded with due-bills attached, as is the case in a stock split-up effected by distribution of additional shares, the stock is seldom transferred into the name of the buyer until the distribution is made and the due-bills are settled. For this reason, a cash dividend payable to holders of record on any date between the record date for the split-up and a date nine business days after the additional shares are mailed would be paid to the seller as the holder of record on the company's books. Since the buyer would be entitled to the dividend, the Exchange would have to protect the buyers' interests by ruling that an additional due-bill for the cash dividend be secured from all who had sold stock during the period. This would result in mechanical problems, and, in many instances, difficulty in persuading the seller that the cash dividend properly belongs to the buyer. Accordingly, in order to allow such buyers time to receive the additional shares in settlement of contracts and have them transferred into their names, no record date for a cash dividend or other form of distribution to stockholders is acceptable which falls between the record date for a stock dividend or a stock split and a date nine business days after the date the additional stock is mailed. The same record date may be used for a cash dividend and a stock distribution, but, to avoid misunderstandings, care should be taken that both the declaration and the public announcement express clearly the basis on which the cash dividend will be paid. In case of an identical record date for a stock split and a cash dividend, the cash dividend should be declared in terms of the "old" stock rather than the split stock, in order to make it clear that a purchaser of the split shares on a "when-issued" basis will not be entitled to receive the cash dividend. Stockholders' meeting and other record dates during the above period should also be avoided. In the case of a meeting record date, for example, if a voting record were taken between the record and distribution dates for a stock split-up, a purchaser who surrendered his stock for transfer to his name after the record date for the split (in order to establish his voting rights) would not thereafter, until the stock was traded ex-distribution, be able to sell his stock in the usual manner on the Exchange. The reason for this is that the stock certificate coming out of transfer would not entitle its record owner to receive the pending distribution, and consequently the due-bill required on settlement of an Exchange contract could not be supplied by the new stockholder. Amended July 26, 1996. Rules of the Chicago Stock Exchange, Inc. Page 297

.02 Reserved..03 (a) The Exchange's Tier II voting rights policy is based upon, but is more flexible than, former SEC Rule 19c-4. Accordingly, the Exchange will permit corporate actions or issuances by listed companies that would have been permitted under Rule 19c-4, as well as other actions or issuances that are not inconsistent with the Exchange's Tier II voting rights policy. In evaluating such actions or issuances, the Exchange will consider, among other things, the economics of such actions or issuances and the voting rights being granted. The Exchange's interpretations under the policy will be flexible, recognizing the both the capital markets and the circumstances and needs of listed companies change over time. (b) Companies with Dual Class Structures. The restriction against the issuance of super voting stock is primarily intended to apply to the issuance of a new class of stock, and companies with existing dual class capital structures will generally be permitted to issue additional shares of the existing super voting stock without conflict with the Exchange's Tier II voting rights policy. (c) Consultation with the Exchange. Violation of the Exchange's Tier II voting rights policy could result in the loss of an issuer's exchange market or public trading market. The policy can apply to a variety of corporate actions and securities issuances, not just super voting or so-called "time phase" voting common stock. While the Exchange will continue to permit actions previously permitted under Rule 19c-4, it is extremely important that listed companies communicate their intentions to Exchange representatives as early as possible before taking any action or committing to take any action that may be inconsistent with the Tier II voting rights policy. The Exchange urges listed companies not to assume, without first discussing the matter with the Exchange staff, that a particular issuance of common or preferred stock or the taking of some other corporate action will necessarily be consistent with the policy. It is suggested that copies of preliminary proxy or other material concerning matters subject to the policy be furnished to the Exchange for review prior to formal filing. (d) Review of Past Voting Rights Activities. In reviewing an application for initial listing on the Exchange, the Exchange will review the issuer's past corporate actions to determine whether another self-regulatory organization ("SRO") has found any of the issuer's actions to have been a violation or evasion of the SRO's voting rights policy. Based on such review, the Exchange may take any appropriate action, including the denial of the listing or the placing of restrictions on such listing. The Exchange will also review whether an issuer seeking initial listing on the Exchange has requested a ruling or interpretation from another SRO regarding the application of that SRO's voting rights policy with respect to a proposed transaction. If so, the Exchange will consider that fact in determining its response to any ruling or interpretation that the issuer may request on the same or a similar transaction. Rules of the Chicago Stock Exchange, Inc. Page 298

(e) Non-U.S. Companies. The Exchange will accept any action or issuance relating to the voting rights structure of an non-u.s. company that is in compliance with the Exchange's requirements for domestic companies or that is not prohibited by the company's home country law..04 Receipt of Information via EDGAR For those Tier II listed companies that file documents via the SEC's Electronic Data Gathering, Analysis and Retrieval ("EDGAR") System, the filing of a document via EDGAR, or any SEC successor thereto, shall satisfy the requirement under Exchange rules that such document be filed with the Exchange. This interpretation and policy shall not apply to documents required by the Exchange in connection with a listing application, including exhibits thereto. These documents must continue to be filed in hard-copy format with the Exchange. Added July 26, 1996. Amended Dec. 29, 1998. Rule 22. Tier II Maintenance Standards (a) The Exchange reserves the right to delist the securities of any corporation, subject to Securities and Exchange Commission Rules, which engages in practices not in the public interest or whose assets have been depleted to the extent that the company can no longer operate as a going concern or whose securities have become so closely held that it is no longer feasible to maintain a reasonable market in the issue. Furthermore, the Exchange reserves the right to delist the securities of any corporation which has drastically changed its corporate structure and/or its type of operation. The Exchange may also make an appraisal of, and determine on an individual basis, the suitability for continued listing of an issue in the light of all pertinent facts whenever it deems such action appropriate, even though a security meets enumerated criteria (including, but not limited to, continued listing on the NYSE, Amex or Nasdaq National Market). Many factors may be considered in this connection, including, but not limited to, abnormally low selling price or volume of trading, or failure to comply with required corporate governance standards. (b) Issues will normally be considered for delisting if they drop below either of the following minimums: Publicly held shares (excluding officers, directors and other concentration) Common under 100,000 shares Preferred under 50,000 shares Public Beneficial Holders under 500 under 500 Rules of the Chicago Stock Exchange, Inc. Page 299

In the case of stock warrants listed on Tier II, the common stock of the company or other security underlying the stock warrants must meet the applicable Tier II maintenance requirements. (c) Issues will normally be considered for delisting if the company fails to maintain a net worth which is the greater of (1) 150% of the prior year's consolidated net loss or (2) $500,000. (d) An issue listed on Tier II shall not be required to meet the criteria under paragraphs (b) and (c) of this Rule as long as the issue is also listed and has not been suspended from trading on the NYSE, Amex or Nasdaq National Market. Added July 26, 1996 and amended on September 30, 1998; December 12, 2003; May 22, 2014 (SR-CHX-2014-07). Interpretations and Policies:.01 If the Exchange identifies a Tier II issue as being below the Exchange's maintenance listing requirements, the Exchange will notify the issuer by letter of its determination and the reasons for that determination. In this letter, the Exchange will provide the issuer with an opportunity to provide the Exchange with a plan (the "Plan") to cure the deficiency. Within 10 business days of the receipt of the Exchange's letter, the issuer must contact the Exchange to confirm its receipt of the letter and to report to the Exchange whether or not the issuer intends to present a Plan. If the issuer notifies the Exchange that it does not intend to present a Plan, the Exchange will commence proceedings to suspend and/or delist the issue. The issuer must present any Plan within 45 days after its receipt of the Exchange's letter. The Plan must describe definitive action that the issuer has taken, or is taking, that would bring it into conformity with the Exchange's maintenance listing requirements within 18 months of receipt of the letter, or within any shorter time period required by the Exchange. (The Exchange will not approve any Plan, under which an issuer is curing a deficiency under SEC Rule 10A-3, which extends beyond the earlier of 12 months or the first annual shareholders' meeting (for circumstances beyond the reasonable control of an issuer) and 6 months (for other circumstances)). The Plan also must set quarterly milestones against which the Exchange will evaluate its progress. Exchange staff will evaluate the Plan and determine whether the issuer has made a reasonable demonstration in the Plan of an ability to come into compliance with the Exchange's maintenance listing requirements. The Exchange will notify the issuer of its determination within 45 days after receipt of the Plan. If the Exchange does not accept the Plan, it will commence proceedings to suspend and/or delist the issue. If the Exchange accepts the Plan, the Exchange will review the issuer on a quarterly basis to determine the issuer's progress under the Plan. If the issuer fails to meet a material provision of the Plan or one or more of its quarterly milestones, the Exchange will review the facts and circumstances and determine whether to initiate proceedings to suspend and/or delist the issue; provided however, that if an issuer fails to meet a material provision of the Plan that relates to compliance with its obligations under SEC Rule 10A-3, the Exchange will immediately commence proceedings to suspend and/or delist the issue. If, for circumstances that do not involve compliance Rules of the Chicago Stock Exchange, Inc. Page 300

with SEC Rule 10A-3, the Exchange determines that continued listing is warranted, the Exchange will continue to review the issuer's progress under the Plan on at least a quarterly basis. If the issuer achieves compliance with the Exchange's maintenance listing requirements before the Plan expires under its terms, the Exchange may choose to consider the Plan ended as of that earlier date. If an issuer, within one year after the termination of a Plan, is again determined to have failed to meet the Exchange's maintenance listing requirements, the Exchange will review the facts and circumstances (including whether the issuer has fallen into non-compliance with the same standards at issue in its earlier Plan) and will take appropriate action, which could include, but is not limited to, shortening the time periods associated with the submission of any new Plan or immediately commencing proceedings to suspend and/or delist the issue. These procedures do not prevent the Exchange from suspending trading in an issue immediately, whenever it finds that it is necessary to do so for the protection of investors. Amended December 12, 2003; May 22, 2014 (SR-CHX-2014-07). Rule 23. Public Disclosure Requirements for Tier I and Tier II Issues (a) The Exchange shall require both Tier I and II issues to adhere to public disclosure requirements, which appear as Interpretation and Policy.01 after this Rule 23. Added July 26, 1996. Interpretations and Policies:.01 Informing the Public Listing on the Exchange increases public confidence in a company's stock; investors know that the company and the stock issues have met the high standards of the Exchange. However, the keystone of continuing confidence and good corporate stockholder relations is full and immediate disclosure to qualified persons of all material facts and figures relating to the status and the progress of the business. It follows that the spirit of this principle extends to the dissemination of corporate news to the investing public by companies whose securities are listed exclusively on the Exchange. The main points of this policy are described in the following paragraphs: Financial Reports Corporate reports must be sent to stockholders annually and semiannually, with quarterly reports published in major newspapers and financial publications. All reports should be prepared in Rules of the Chicago Stock Exchange, Inc. Page 301

accordance with accepted accounting principles and standards. The annual report must be attested by a firm of independent certified public accountants. TIMELY DISCLOSURE Timely and Adequate Disclosure of Corporate News A corporation whose stock is listed on the Exchange is expected to release quickly to the public any news or information which might reasonably be expected to materially affect the market for its securities. A corporation should also act promptly to dispel unfounded rumors which result in unusual market activity or price variations. The discussion which follows will assist a listed corporation, the securities of which are exclusively listed on the Exchange, in making adequate and timely disclosure to its shareholders, the financial community and the investing public and thus provide the basis for a market for its securities which will be fair to all participants. Exchange Market Surveillance For its part, the Exchange conducts surveillance on the trading of its exclusively listed issues. Exchange staff review the markets in those securities in which unusual price and volume changes occur or where there is a large unexplained influx of buy or sell orders. Under such circumstances, the company may be called to inquire about any company developments which have not been publicly announced but which could be responsible for unusual market activity. Where the market appears to be reflecting undisclosed information, the corporation will normally be requested to make it public immediately. Occasionally, it may be necessary to carry out a stock market review after the fact and the Exchange may request such information from the company as may be necessary to complete such inquiry. The listing agreement provides that the company will furnish to the Exchange, on demand, such information concerning the company as the Exchange may reasonably require. Listing Department The staff of the Listing Department is available to discuss inquiries with company officials, and to act as liaison between the company and the Exchange. This includes problems that may be considered with new listings and the procedures necessary to effect a listing. Preliminary discussions on important matters such as stock splits or changes in dividend policy, may be undertaken by listed company officials with the assurance that extreme security measures Rules of the Chicago Stock Exchange, Inc. Page 302

have been adopted by the Exchange to avoid revealing any confidential information which a listed company may disclose. Internal Handling of Confidential Corporate Matters Unusual market activity or a substantial price change has on occasion occurred in a company's securities shortly before the announcement of an important corporate action or development. Such incidents are extremely embarrassing and damaging to both the company and the Exchange since the public may assume that someone acted on the basis of "inside" information. Negotiations leading to acquisitions and mergers, stock splits, the making of arrangements preparatory to an exchange or tender offer, changes in dividend rates or earnings, calls for redemptions, new contracts, products, or discoveries, are the type of developments where the risk of untimely and inadvertent disclosure of corporate plans is most likely to occur. Frequently, these matters require discussion and study by corporate officials before final decisions can be made. Accordingly, extreme care must be used in order to keep the information on a confidential basis. Where it is possible to confine formal or informal discussion to a small group of the top management of the company or companies involved, and their individual confidential advisors where adequate security can be maintained, premature public announcement may properly be avoided. In this regard, the market action of a company's securities should be closely watched at a time when consideration is being given to important corporate matters. If unusual market activity should arise, the company should be prepared to make an immediate public announcement of the matter. At some point it usually becomes necessary to involve other persons to conduct preliminary studies or assist in other preparations for contemplated transactions; e.g., business appraisals, tentative financing arrangements, attitude of large outside holders, availability of major blocks of stock, engineering studies, market analyses and surveys, etc. Experience has shown that maintaining security at this point is virtually impossible. Accordingly, fairness requires that the company make an immediate public announcement as soon as confidential disclosures relating to such important matters are made to any "outsiders". The extent of the disclosures will depend upon the stage of discussion, studies, or negotiations. So far as possible, public statements should be definite as to price, ratio, timing, and/or other pertinent information necessary to permit a reasonable evaluation of the matter. As a minimum., they should include those disclosures made to "outsiders". Where an initial announcement cannot be specific or complete, it will need to be supplemented from time to time as more definitive or different terms are discussed or determined. Corporate employees, as well as directors and officers, should be regularly reminded as a matter of policy that they must not disclose confidential information they may receive in the course of their duties and must not attempt to take advantage of such information themselves. Rules of the Chicago Stock Exchange, Inc. Page 303

In view of the importance of this matter and the potential difficulties involved, the Exchange suggests that a periodic review be made by each company of the manner in which confidential information is being handled within its own organization. A reminder notice of the company's policy to those in sensitive areas might also be helpful from time to time. The effective implementation of the foregoing is essential to the maintenance of a fair and orderly securities market for the benefit of a company and its shareholders. It should minimize the occasions where the Exchange finds it necessary to temporarily halt trading in a security due to information leaks or rumors in connection with significant corporate transactions. While the procedures are directed primarily at situations involving two or more companies, they are equally applicable to major corporate developments involving a single company. Announcements of this type should usually be handled by telephone alert to the Listing Department. Relationship Between Company Officials and Security Analysts, Institutional Investors, etc. Security analysts play an increasingly important role in the evaluation and interpretation of the financial affairs of listed companies. Annual reports, quarterly reports, and interim releases cannot by their nature provide all of the financial and statistical data that should be available to the investing public. The Exchange recommends that corporations observe an "open door" policy in their relations with security analysts, financial writers, shareowners, and others who have a legitimate investment interest in the company's affairs. A company should not give information to one inquirer which it would not give to another. Nor should it reveal information it would not willingly give to the press for publication. Thus, for corporations to give advance earnings, dividend, stock split, merger, or tender information to analysts, whether representing an institution, brokerage house, investment advisor, large stockholder, or anyone else, would be clearly incompatible with Exchange policy. On the other hand, it should not withhold information in which analysts or other members of the investing public have a warrantable interest. If during the course of a discussion with analysts substantive material not previously published is disclosed, that material should be simultaneously released to the public. The various security analysts societies usually have a regular procedure to be followed where formal presentations are made. The company should follow these same precautions when dealing with groups of industry analysts in small or closed meetings. The competent analyst depends upon his professional skills and broad industry knowledge in making his evaluations and preparing his reports and does not need the type of inside information that could lead to unfairness in the marketplace. Relationship Between Company Officials and Personnel of Exchange Participant Firms Serving as Directors or Advisors to the Corporation Every director has a fiduciary obligation not to reveal any privileged information to anyone not authorized to receive it. Not until there is full public disclosure of such data, particularly when the Rules of the Chicago Stock Exchange, Inc. Page 304

information might have a bearing on the market price of the securities, is a director released from the necessity of keeping information of this character to himself. Any director of a corporation who is a partner, officer, or employee of a Participant Firm should recognize that his first responsibility in this area is to the corporation on whose Board he serves. Thus, a Participant Firm director must meticulously avoid any disclosures of inside information to his partners, employees of the firm, his customers or his research or trading departments. Where a representative of a Participant Firm is not a director but is acting in an advisory capacity to a company and discussing confidential matters, the ground rules should be substantially the same as those that apply to a director. Should the matter require consultation with other personnel of the organization, adequate measures should be taken to guard the confidential nature of the information to prevent its misuse within or outside of the Participant Firm. Where a representative of a member organization is not a director but is acting in an advisory capacity to a company and discussing confidential matters, the ground rules should be substantially the same as those that apply to a director. Should the matter require consultation with other personnel of the organization, adequate measures should be taken to guard the confidential nature of the information to prevent its misuse within or outside of the member organization. PROCEDURE FOR PUBLIC RELEASE OF INFORMATION Immediate Release Policy The normal method of publication of important corporate data is by means of a press release. This may be either by telephone or in written form. Any release of information that could reasonably be expected to have an impact on the market for a company's securities should be given to the Exchange, wire services and the press FOR IMMEDIATE RELEASE. Clearly, a corporation cannot properly assume responsibility for the security of such important information in the hands of persons or organizations beyond its control. The spirit of the IMMEDIATE RELEASE policy is not considered to be violated on weekends where a "hold for Sunday or Monday A.M.'s" is issued to obtain a broad public release of the news. This procedure facilitates the combination of a press release with a mailing to shareholders. Annual and quarterly earnings, dividend announcements, acquisitions, mergers, tender offers, stock splits, and major management changes are examples of news items that should be handled on an immediate release basis. News of major new products, contract awards, expansion plans, and discoveries very often fall into the same category. Unfavorable news should be reported as promptly and candidly as the favorable. Reluctance or unwillingness to release a negative story or an attempt to disguise unfavorable news endangers a management's reputation for integrity. Changes in accounting methods to mask such occurrences can have a similar long-term impact. It should be a corporation's primary concern to assure that news will be handled in proper perspective. This necessitates appropriate restraint, good judgment, and careful adherence to the facts. Any projections of financial data, for instance, should be soundly based, appropriately Rules of the Chicago Stock Exchange, Inc. Page 305

qualified, conservative and factual. Excessive or misleading conservatism should be avoided. Likewise, the repetitive release of essentially the same information is not appropriate. Few things are more damaging to a corporation's stockholder relations or to the general public's regard for corporate securities than information improperly withheld whether inadvertently or willfully. On the other hand, a deluge of press releases is not to be used since important items can become confused with trivia. Premature announcements of new products whose commercial application cannot yet be realistically evaluated should be avoided. So should overly optimistic forecasts, exaggerated claims and unwarranted promises. And should subsequent developments indicate that performance will not match earlier projections, this too should be reported and explained. Judgment must be exercised as to the timing of a public release on those corporate developments where the immediate release policy is not involved or where disclosure would endanger the company's goals or provide information helpful to a competitor. In these cases, it is helpful to weigh the fairness to both present and potential stockholders, who at any given moment may be considering buying or selling the company's stock. Dealing with Rumors or Unusual Market Activity The market action of a company's security should be closely watched at a time when consideration is being given to significant corporate matters. If rumors or unusual market activity indicate that information on impending developments has leaked out, a frank and explicit announcement is clearly required. If rumors are in fact false or inaccurate, they should be promptly denied or clarified. If they are correct, however, an immediate, candid statement to the public as to the state of negotiations or the state of development of corporate plans in the rumored area must be made directly and openly. Such statements are essential despite the business inconvenience which may be caused and even though the matter may not as yet have been presented to the company's Board of Directors for consideration. Telephone Alert to the Listing Department When the announcement of news of a material event or a statement dealing with a rumor which calls for IMMEDIATE RELEASE is made shortly before the opening or during market hours (normally, 8:30 A.M. to 3:00 P.M. Chicago Time), it is recommended that the Listing Department be notified by telephone no later than simultaneously with the release of the announcement to the news media. A delay in trading, which normally would last 15 minutes after the appearance of the news on the Dow-Jones news ticker, provides a period for the public evaluation of the announcement. A longer delay in trading may be necessary if there is an unusual influx of orders. The Exchange attempts to keep such interruptions in the continuous auction market to a minimum. However, where events transpire during market hours, the overall importance of fairness to all those participating in the market demands that these procedures be followed. Rules of the Chicago Stock Exchange, Inc. Page 306

The telephone number of the Listing Department of the Exchange is (312) 663-2777. The telephone advice by the company should be confirmed promptly in writing. Releases to Newspapers and News-Wire Services News which ought to be the subject of immediate publicity must be released by the fastest available means. The "fastest available means" may vary in individual cases and according to the time of day. Ordinarily, this requires a release to the public press by telephone, telegraph, or hand delivery, or some combination thereof. Transmittal of such a release to the press solely by mail is not considered satisfactory. To insure adequate coverage, releases requiring immediate publicity should be given to the newsticker service operated by Dow Jones & Company, Inc. and to the other national news-wire services-associated Press, Reuters Economic Services, and United Press International. These releases should also be given simultaneously to one or more of the newspapers of general circulation in Chicago which regularly publish financial news: Sun-Times, 401 N. Wabash Avenue Tribune, 435 N. Michigan Avenue The foregoing distribution of releases should be regarded as a minimum. Many companies may wish to give additional prompt distribution to their releases, particularly to newspapers in cities where the company is headquartered or has plants or other major facilities. Two copies of any such press release should be sent immediately to the Exchange to the attention of the Listing Department. The Chicago addresses and telephone numbers of these national news-wire services are: Associated Press, 230 N. Michigan Avenue, 781-0500 Dow Jones News Service, 200 W. Monroe Street, 648-7600 Reuters News Services, 141 W. Jackson, 922-6040 United Press International, 360 N. Michigan Avenue, 346-1922 It is suggested that every news release include the name and telephone number of a company official who will be available if a newspaper or news-wire service desires to confirm or clarify the release with the company. Amended July 18, 1980; July 26, 1996; February 9, 2005; September 29, 2006, April 14, 2010 (SR-CHX-2010-07), Correction to Interpretation and Policy.01 made on May 23, 2012; February 2, 2006 (SR-CHX-2006-05). Rules of the Chicago Stock Exchange, Inc. Page 307

Rule 24. Investment Company Units The Exchange will consider for trading, whether by listing or pursuant to unlisted trading privileges, units of trading ("Units") that meet the criteria of this Rule. A Unit is a security that represents an interest in a registered investment company ("Investment Company") that could be organized as a unit investment trust, an open-end management investment company, or a similar entity. (a) Original Unit Listing Standards (1) The Investment Company must: (A) hold securities (including fixed income securities) comprising, or otherwise based on or representing an interest in, an index or portfolio of securities; or (B) hold securities in another registered investment company that holds securities as described in (A) above. An index or portfolio may be revised as necessary or appropriate to maintain the quality and character of the index or portfolio. (2) The Investment Company must issue Units in a specified aggregate number in return for a deposit (the "Deposit") consisting of either: (A) a specified number of shares of securities (or, if applicable, a specified portfolio of fixed income securities) that comprise the index or portfolio, or are otherwise based on or represent an investment in securities comprising such index or portfolio, and/or a cash amount; or (B) shares of a registered investment company, as described in clause (a)(1)(a) above, and/or a cash amount. (3) Units must be redeemable, directly or indirectly, from the Investment Company for securities (including fixed income securities) and/or cash then comprising the Deposit. Units must pay holders periodic cash payments corresponding to the regular cash dividends or distributions declared with respect to the securities held by the Investment Company, less applicable expenses and charges. (4) For each series, the Exchange will establish a minimum number of Units required to be outstanding at the time of commencement of trading on the Exchange. (b) Underlying Indices and Portfolios The Exchange may trade, whether by listing or pursuant to unlisted trading privileges, specified series of Units, with each Series based on a specified index or portfolio of securities. The value of Rules of the Chicago Stock Exchange, Inc. Page 308

the index or portfolio must be calculated and disseminated to the public at least once per business day; provided that, if the securities representing at least half the value of the index or portfolio are securities of a single country other than the United States, then the value of the index or portfolio may be calculated and disseminated to the public at least once per day that is a business day in that country. (c) Form of Certificates Units either may be certificated or may be issued in the form of a single global certificate. (d) Continued Listing Criteria The Exchange will consider the suspension of trading and delisting (if applicable) of a series of Units in any of the following circumstances: (1) Following the initial twelve-month period beginning upon the commencement of trading of a series of Units, there are fewer than 50 record and/or beneficial holders of Units for 30 or more consecutive trading days; (2) The value of the index or portfolio of securities on which the series is based is no longer calculated or available; or (3) Such other event shall occur or condition exist that, in the opinion of the Exchange, makes further dealings on the Exchange inadvisable. In addition, the Exchange will remove Units from trading and listing (if applicable) upon termination of the issuing Investment Company or upon the termination of listing of the Units on their primary market, if the primary market is not the Exchange. Added Aug. 21, 1996. Amended Sept. 6, 1996; June 22, 2000; March 3, 2003; May 22, 2014 (SR- CHX-2014-07). Interpretations and Policies:.01 The Exchange will trade, pursuant to unlisted trading privileges, investment company units based on the FT/S&P-Actuaries World Indices, known as CountryBaskets. Notwithstanding anything in Rule 24(a)(4) to the contrary, for the Japan series of CountryBaskets, 500,000 Units, representing 2 Creation Units, will be required to be outstanding prior to the commencement of trading. Added Aug. 21, 1996. Amended Sept. 6, 1996; May 22, 2014 (SR-CHX-2014-07)..02 The Exchange will trade, pursuant to unlisted trading privileges, investment company units based on certain Morgan Stanley Capital International Indices, known as WEBS. Rules of the Chicago Stock Exchange, Inc. Page 309

Added Sept. 22, 1997..03 The Exchange will trade, pursuant to unlisted trading privileges, nine series of Select Sector SPDRs under this Rule 24. Added Jan. 15, 1998..04 The Exchange may approve a series of Units for trading, whether by listing or pursuant to unlisted trading privileges, pursuant to Rule 19b-4(e) under the Securities Exchange Act of 1934, provided each of the following criteria is satisfied: (a) Eligibility Criteria for Index Components. Upon the initial listing of a series of Units on the Exchange, or if the Exchange is trading the Units pursuant to unlisted trading privileges, upon the initial listing on the primary exchange, each component of an index or portfolio underlying a series of Units shall meet the following criteria: (1) Component stocks that in the aggregate account for at least 90% of the weight of the index or portfolio shall have a minimum market value of at least $75 million; (2) The component stocks shall have a minimum monthly trading volume during each of the last six months of at least 250,000 shares for stocks representing at least 90% of the weight of the index or portfolio; (3) The most heavily weighted component stock cannot exceed 25% of the weight of the index or portfolio, and the five most heavily weighted component stocks cannot exceed 65% of the weight of the index or portfolio; (4) The underlying index or portfolio must include a minimum of 13 stocks; and (5) All securities in an underlying index or portfolio must be listed on a national securities exchange or the Nasdaq Stock Market (including the Nasdaq Capital Market). (b) Index Methodology and Calculation. (1) The index underlying a series of Units will be calculated based on either the market capitalization, modified market capitalization, price, equal-dollar or modified equal-dollar weighting methodology; (2) If the index is maintained by a broker-dealer, the broker-dealer shall erect a "fire wall" around the personnel who have access to information concerning changes and adjustments to the index and the index shall be calculated by a third party who is not a broker-dealer; and (3) The current index value will be disseminated every 15 seconds over the Consolidated Tape Association's Network B. Rules of the Chicago Stock Exchange, Inc. Page 310

(c) Disseminated Information. The Reporting Authority will disseminate for each series of Units an estimate, updated every 15 seconds, of the value of a share of each series. This may be based, for example, upon current information regarding the required deposit of securities and cash amount to permit creation of new shares of the series or upon the index value. (d) Initial Shares Outstanding. A minimum of 100,000 shares of a series of Units is required to be outstanding at the time of commencement of trading on the Exchange. (e) Trading Increment. The trading increment may vary among different series of Units, but will be set at $.01. (f) Surveillance Procedures. The Exchange will implement written surveillance procedures for Units. Added June 22, 2000. Amended September 1, 2000; August 9, 2002, April 14, 2010 (SR-CHX- 2010-07)..05 This Interpretation and Policy.05 applies only to series of Investment Company Units that are the subject of an order by the Commission exempting those series from certain prospectus delivery requirements under Section 24(d) of the Investment Company Act of 1940. The Exchange will inform Participants regarding application of this Interpretation and Policy to a particular series of Investment Company Units by means of an information circular prior to the beginning of trading in that series. The Exchange requires that Participants provide to all purchasers of a services of Investment Company Units a written description of the terms and characteristics of those securities, in a form approved by the Exchange, not later than the time a confirmation of the first transaction in that series is delivered to that purchaser. In addition, Participants shall include such a written description with any sales material relating to a series of Investment Company Units that is provided to customers or the public. Any other written materials provided by a Participant to customers or the public making specific reference to a series of Investment Company Units as an investment vehicle must include a statement in substantially the following form: "A circular describing the terms and conditions of [the series of Investment Company Units] is available from your broker. It is recommended that you obtain and review such circular before purchasing [the series of Investment Company Units]. In addition, upon request, you may obtain from your broker a prospectus for [the series of Investment Company Units]." A Participant carrying an omnibus account for a non-participant broker-dealer is required to inform such non-participant that execution of an order to purchase a series of Investment Company Units for such omnibus account will be deemed to constitute agreement by the non-participant to make such written description available to its customers on the same terms as are directly applicable to Participants under this rule. Rules of the Chicago Stock Exchange, Inc. Page 311

Upon request of a customer, a Participant shall also provide a prospectus for the particular series of Investment Company Units. Added June 22, 2000; February 9, 2005. Rule 25. Portfolio Depositary Receipts (a) Definitions. (1) Portfolio Depositary Receipt. The term "Portfolio Depositary Receipt" means a security (A) that is based on a unit investment trust ("Trust") which holds the securities which comprise an index or portfolio underlying a series of Portfolio Depositary Receipts; (B) that is issued by the Trust in a specified aggregate minimum number in return for a "Portfolio Deposit" consisting of specified numbers of shares of stock plus a cash amount; (C) that, when aggregated in the same specified minimum number, may be redeemed from the Trust which will pay to the redeeming holder the stock and cash then comprising the "Portfolio Deposit"; and (D) that pays holders a periodic cash payment corresponding to the regular cash dividends or distributions declared with respect to the component securities of the stock index or portfolio of securities underlying the Portfolio Depositary Receipts, less certain expenses and other charges as set forth in the Trust prospectus. (2) Reporting Authority. The term "Reporting Authority" in respect of a particular series of Portfolio Depositary Receipts means the Exchange, an institution (including the Trustee for a series of Portfolio Depositary Receipts), or a reporting service designated by the Exchange or by the exchange that lists a particular series of Portfolio Depositary Receipts (if the Exchange is trading such series pursuant to unlisted trading privileges) as the official source for calculating and reporting information relating to such series, including, but not limited to, any current index or portfolio value; the current value of the portfolio of securities required to be deposited to the Trust in connection with issuance of Portfolio Depositary Receipts; the amount of any dividend equivalent payment or cash distribution to holders of Portfolio Depositary Receipts, net asset value, or other information relating to the creation, redemption or trading of Portfolio Depositary Receipts. (b) Applicability. This Rule is applicable only to Portfolio Depositary Receipts. Except to the extent inconsistent with this Rule, or unless the context otherwise requires, the provisions of the Constitution and all other rules and policies of the Board of Governors shall be applicable to the trading on the Exchange of such securities. Portfolio Depositary Receipts are included within the definition of "security" or "securities" as such terms are used in the Constitution and Rules of the Exchange. (c) Participants shall provide to all purchasers of a series of Portfolio Depositary Receipts a written description of the terms and characteristics of such securities, in a form approved by the Exchange, not later than the time a confirmation of the first transaction in such series is delivered to such purchaser. In addition, Participants shall include such a written description with any sales material Rules of the Chicago Stock Exchange, Inc. Page 312

relating to a series of Portfolio Depositary Receipts that is provided to customers or the public. Any other written materials provided by a Participant to customers or the public making specific reference to a series of Portfolio Depositary Receipts as an investment vehicle must include a statement in substantially the following form: "A circular describing the terms and characteristics of (the series of Portfolio Depositary Receipts) is available from your broker. It is recommended that you obtain and review such circular before purchasing (the series of Portfolio Depositary Receipts). In addition, upon request you may obtain from your broker a prospectus for (the series of Portfolio Depositary Receipts)." A Participant carrying an omnibus account for a non-participant broker-dealer is required to inform such non-participant that execution of an order to purchase a series of Portfolio Depositary Receipts for such omnibus account will be deemed to constitute agreement by the non-participant to make such written description available to its customers on the same terms as are directly applicable to Participants under this rule. Upon request of a customer, a Participant shall also provide a prospectus for the particular series of Portfolio Depositary Receipts. (d) Reserved (e) Designation of an Index or Portfolio. The trading of Portfolio Depositary Receipts based on one or more stock indexes or securities portfolios, whether by listing or pursuant to unlisted trading privileges, shall be considered on a case by case basis. The Portfolio Depositary Receipts based on each particular stock index or portfolio shall be designated as a separate series and shall be identified by a unique symbol. The stocks that are included in an index or portfolio on which Portfolio Depositary Receipts are based shall be selected by the Exchange or by such other person as shall have a proprietary interest in and authorized use of such index or portfolio, and may be revised from time to time as may be deemed necessary or appropriate to maintain the quality and character of the index or portfolio. (f) Initial and Continued Listing and/or Trading. A Trust upon which a series of Portfolio Depositary Receipts is based will be traded on the Exchange, whether by listing or pursuant to unlisted trading privileges, subject to application of the following criteria: (1) Commencement of Trading - For each Trust, the Exchange will establish a minimum number of Portfolio Depositary Receipts required to be outstanding at the time of commencement of trading on the Exchange. (2) Continued Trading - Following the initial twelve month period following formation of a Trust and commencement of trading on the Exchange, the Exchange will consider the suspension of trading in or removal from listing of or termination of unlisted trading privileges for a Trust upon which a series of Portfolio Depositary Receipt is based under any of the following circumstances: Rules of the Chicago Stock Exchange, Inc. Page 313

(A) if the Trust has more than 60 days remaining until termination and there are fewer than 50 record and/or beneficial holders of Portfolio Depositary Receipts for 30 or more consecutive trading days; or (B) if the value of the index or portfolio of securities on which the Trust is based is no longer calculated or available; or (C) if such other event shall occur or condition exists which is the opinion of the Exchange, makes further dealings on the Exchange inadvisable. Upon termination of a Trust, the Exchange requires that Portfolio Depositary Receipts issued in connection with such Trust be removed from Exchange listing or have their unlisted trading privileges terminated. A Trust may terminate in accordance with the provisions of the Trust prospectus, which may provide for termination if the value of securities in the Trust falls below a specified amount. (3) Term The stated term of the Trust shall be as stated in the Trust prospectus. However, a Trust may be terminated under such earlier circumstances as may be specified in the Trust prospectus. (4) Trustee The trustee must be a trust company or banking institution having substantial capital and surplus and the experience and facilities for handling corporate trust business. In cases where, for any reason, an individual has been appointed as trustee, a qualified trust company or banking institution must be appointed co-trustee. (5) Voting Voting rights shall be as set forth in the Trust prospectus. The Trustee of a Trust may have the right to vote all of the voting securities of such Trust. Limitation of Exchange Liability (g) Neither the Exchange, the Reporting Authority nor any agent of the Exchange shall have any liability for damages, claims, losses or expenses caused by any errors, omissions, or delays in calculating or disseminating any current index or portfolio value, the current value of the portfolio of securities required to be deposited to the Trust; the amount of any dividend equivalent payment or cash distribution to holders of Portfolio Depositary Receipts; net asset value; or other information relating to the creation, redemption or trading of Portfolio Depositary Receipts, resulting from any negligent act or omission by the Exchange, or the Reporting Authority, or any agent of the Exchange, or any act, condition or cause beyond the reasonable control of the Exchange or its agent, or the Reporting Authority, including, but not limited to, an act of God; fire; flood; extraordinary weather conditions; war; insurrection; riot; strike; accident; action of government; communications or power failure; equipment or software malfunction; or any error, omission or delay in the reports of transactions in one or more underlying securities. The Exchange makes no warranty, express or implied, as to results to be obtained by any person or entity from the use of Portfolio Depositary Receipts or any underlying index or data included therein and the Exchange makes no express or implied warranties, and disclaims all warranties of merchantability Rules of the Chicago Stock Exchange, Inc. Page 314

or fitness for a particular purpose with respect to Portfolio Depositary Receipts or any underlying index or data included therein. This limitation of liability shall be in addition to any other limitation contained in the Exchange's Constitution or elsewhere in the Rules. Added Sept. 15, 1997. (h) The Nasdaq Stock Market, Inc. ("Nasdaq") has licensed the use of the Nasdaq-100 Index(R) for certain purposes in connection with trading in a particular series of Portfolio Depositary Receipts on the Exchange. Nasdaq and its affiliates do not guarantee the accuracy and/or completeness of the Nasdaq-100 Index or any data included therein. Nasdaq, the Exchange and their affiliates make no warranty, express or implied, as to results to be obtained by any person or entity from the use of the Nasdaq-100 Index or any data included therein in connection with the rights licensed or for any other use. Nasdaq, the Exchange and their affiliates make no express or implied warranties, and disclaim all warranties of merchantability or fitness for a particular purpose with respect to the Nasdaq-100 Index or any data included therein. Without limiting any of the foregoing, in on event shall Nasdaq, the Exchange and their affiliates have any liability for any lost profits or special, punitive, incidental, indirect, or consequential damages, even if notified of the possibility of such damages. In addition, Nasdaq, the Exchange and their affiliates shall have no liability for any damages, claims, losses or expenses caused by any errors or delays in calculating or disseminating the Nasdaq-100 Index. Added July 7, 1999; amended February 9, 2005. Interpretations and Policies:.01 The Exchange may approve a series of Portfolio Depositary Receipts for trading, whether by listing or pursuant to unlisted trading privileges, pursuant to Rule 19b-4(e) under the Securities Exchange Act of 1934, provided each of the following criteria is satisfied: (a) Eligibility Criteria for Index Components. Upon the initial listing of a series of Portfolio Depositary Receipts on the Exchange, or if the Exchange is trading the Portfolio Depositary Receipts pursuant to unlisted trading privileges, upon the initial listing on the primary exchange, the component stocks of an index or portfolio underlying such series of Portfolio Depositary Receipts shall meet the following criteria: (1) Component stocks that in the aggregate account for at least 90% of the weight of the index or portfolio shall have a minimum market value of at least $75 million; (2) The component stocks shall have a minimum monthly trading volume during each of the last six months of at least 250,000 shares for stocks representing at least 90% of the weight of the index or portfolio; (3) The most heavily weighted component stock cannot exceed 25% of the weight of the index or portfolio, and the five most heavily weighted component stocks cannot exceed 65% of the weight of the index or portfolio; Rules of the Chicago Stock Exchange, Inc. Page 315

(4) The underlying index or portfolio must include a minimum of 13 stocks; and (5) All securities in an underlying index or portfolio must be listed on a national securities exchange or the Nasdaq Stock Market (including the Nasdaq Capital Market). (b) Index Methodology and Calculation. (1) The index underlying a series of Portfolio Depositary Receipts will be calculated based on either the market capitalization, modified market capitalization, price, equal-dollar or modified equal-dollar weighting methodology; (2) If the index is maintained by a broker-dealer, the broker-dealer shall erect a "fire wall" around the personnel who have access to information concerning changes and adjustments to the index and the index shall be calculated by a third party who is not a broker-dealer; and (3) The current index value will be disseminated every 15 seconds over the Consolidated Tape Association's Network B. (c) Disseminated Information. The Reporting Authority will disseminate for each series of Portfolio Depositary Receipts an estimate, updated every 15 seconds, of the value of a share of each series. This may be based, for example, upon current information regarding the required deposit of securities and cash amount to permit creation of new shares of the series or upon the index value. (d) Initial Shares Outstanding. A minimum of 100,000 shares of a series of Portfolio Depositary Receipts is required to be outstanding at the time of commencement of trading on the Exchange. (e) Trading Increment. The minimum trading increment for a series of Portfolio Depositary Receipts shall be $.01. (f) Surveillance Procedures. The Exchange will implement written surveillance procedures for Portfolio Depositary Receipts. Added June 22, 2000. Amended September 1, 2001; August 9, 2002, April 14, 2010 (SR-CHX- 2010-07); May 22, 2014 (SR-CHX-2014-07). Rule 26. Equity-Linked Debt Securities The Exchange will consider for trading, whether by listing or pursuant to unlisted trading privileges, equity-linked debt securities ("ELDS") that meet the criteria of this rule. ELDS are limited term non-convertible debt obligations of an issuer where the value of the debt is based, at least in part, on the value of another issuer's common stock or non-convertible preferred stock. Rules of the Chicago Stock Exchange, Inc. Page 316

(a) ELDS Issuer Listing Standards (1) If the ELDS issuer is a company listed on the Exchange, it must be a company in good standing (i.e., meet the Exchange's Tier I or Tier II general listing criteria). If the ELDS issuer is an affiliate of a company listed on the Exchange, the company listed on the Exchange must be a company in good standing. If the ELDS issuer is not listed on the Exchange, the ELDS issuer must meet the size and earnings requirements set forth in the Exchange's Tier I or Tier II Listing Rules. (Sovereign issuers will be evaluated on a caseby-case basis). (2) The ELDS issuer must, in all cases, have either (A) A minimum tangible net worth of $250 million; or (B) A minimum tangible net worth of $150 million and the original issue price of the ELDS, combined with all of the issuer's other ELDS listed on a national securities exchange or otherwise publicly traded in the United States, may not be greater than 25 percent of the issuer's net worth at the time of issuance. (b) ELDS Listing Standards. The issue must have: (1) At least 1 million ELDS outstanding. (2) At least 400 holders. (3) An aggregate market value of at least $4 million. (4) A minimum life of one year. (c) Linked Equity Listing Standards. An equity security on which the value of the debt is based must: (1) Have either: (A) a market capitalization of at least $3 billion and a trading volume of at least 2.5 million shares in the one-year period preceding the listing of the ELDS; or (B) a market capitalization of at least $1.5 billion and a trading volume of at least 10 million shares in the one-year period preceding the listing of the ELDS; or (C) a market capitalization of at least $500 million and trading volume of at least 15 million shares in the one-year preceding the listing of the ELDS. Rules of the Chicago Stock Exchange, Inc. Page 317

(2) Be issued by a company that has a continuous reporting obligation under the Securities Exchange Act of 1934, as amended, and be listed on a national securities exchange or traded through the facilities of a national securities association and be subject to last sale reporting. (3) Be issued either by: (A) a U.S. company; or (B) a non-u.s. company (including a company that is traded in the United States through American Depositary Receipts ("ADRs")) if there are at least 2000 holders of the security, and either (i) the Exchange, or, if the ELDS is to be traded pursuant to unlisted trading privileges, any other national securities exchange that is the primary U.S. market for such security, has in place with the primary exchange in the country where the security is primarily traded (or, in the case of a sponsored ADR, the primary exchange in the home country where the security underlying the ADR is primarily traded) an effective comprehensive surveillance information sharing agreement, (ii) the "Relative U.S. Volume" is at least 50 percent (for purposes of this subsection, the term "Relative U.S. Volume" shall mean the ratio of (a) the combined trading volume, on a share-equivalent basis, of the security and related securities (including ADRs overlying such security) in the United States and in any other market with which the Exchange (for ELDS that are listed on the Exchange) or with which any other national securities exchange that is the primary U.S. market for such ELDS (if the ELDS is to be traded on the Exchange pursuant to unlisted trading privileges) has in place an effective, comprehensive surveillance information sharing agreement to (b) the world-wide trading volume in such securities, or (iii) during the six months preceding the listing of the ELDS on the Exchange (or for ELDS traded on the Exchange pursuant to unlisted trading privileges, preceding the listing of the ELDS on the primary U.S. market for such security), the following trading volume standards were met: (a) the combined trading volume of the security (including the security itself, any ADR overlying the security (adjusted on a share equivalent basis) and any other classes of stock related to the underlying security) in the United States is at least 20 percent of the combined world-wide trading volume in the security and in related securities, Rules of the Chicago Stock Exchange, Inc. Page 318

(b) the average daily trading volume for the security (or, if traded in the form of an ADR, the ADR overlying such security) in the U.S. market is 100,000 or more shares, and (c) the trading volume for the security (or, if traded in the form of an ADR, the ADR overlying such security) is at least 60,000 per day in the U.S. market on a majority of the trading days during the sixmonth period. (d) Limits on Number of ELDS. The issuance of ELDS relating to any underlying U.S. security may not exceed five percent of the total outstanding shares of such underlying security. The issuance of ELDS relating to any underlying non-u.s. security or sponsored ADR may not exceed: (1) two percent of the total worldwide outstanding shares of such security if at least 20 percent of the worldwide trading volume in the security and related securities during the six-month period preceding the date of listing occurs in the U.S. market; or (2) three percent of the total worldwide outstanding shares of such security if at least 50 percent of the worldwide trading volume in the security and related securities during the six-month period preceding the date of listing occurs in the U.S. market; or (3) five percent of the total worldwide outstanding shares of such security if at least 70 percent of the worldwide trading volume in the security and related securities during the six-month period preceding the date of listing on the Exchange (for ELDS that are listed on the Exchange) or listing on the national securities exchange that is the primary U.S. market for such ELDS (if the ELDS is to be traded on the Exchange pursuant to unlisted trading privileges) occurs in the U.S. market. If an issuer proposes to issue ELDS that relate to more than the allowable percentages of the underlying security specified in this subsection (d), then the Exchange, in consultation with the staff of the Division of Market Regulation of the Securities and Exchange Commission, will evaluate the maximum percentage of ELDS that may be issued on a case-by-case basis. Added Nov. 20, 1998. Amended Jan. 4, 2000; amended July 2, 2008; Correction made on May 23, 2012. Interpretation and Policies.01 Form of Circular to Participants Prior to the commencement of trading of any new ELDS on the Exchange, the Exchange will issue a circular, substantially in the form set forth below: Equity-Based Debt Security Participant Circular Date: Circular to Participants Rules of the Chicago Stock Exchange, Inc. Page 319

Equity-linked debt securities ("ELDS") of Corporation have been approved for Exchange [listing or trading pursuant to unlisted trading privileges] and will commence trading on [date]. The ELDS are debt securities where the amount payable at maturity is based on the thencurrent price of [the linked security]. (a) The ELDS will trade with the ticker symbol.elds are securities that have certain unique characteristics, and investors should be afforded an explanation of such special characteristics and risks attendant to trading thereof, including: (b) At maturity, holders of ELDS will receive [description of payment]. (c) Because the amount of principal returned when ELDS matures depends on the price of [the linked security], the possibility exists that an ELDS holder may lose some or all of the principal amount of his ELDS investment. (d) ELDS will trade "Flat" (that is, without the payment of accrued interest) and in round lots of 100. (e) ELDS are solely the obligation of [the issuer]. Holders of ELDS may look only to [the issuer] for payments of interest and principal, and not to [the issuer of the linked security]. (f) Both [the issuer and the issuer of the linked security] are listed on [insert appropriate markets] and are subject to the continuous reporting obligations of the Securities Exchange Act of 1934, as amended (the "1934 Act"). Interested persons may obtain copies of reports, proxy statements and other materials filed by [the two issuers] pursuant to the 1934 Act at the offices of the Securities and Exchange Commission. Before a Participant or person associated with such Participant undertakes to recommend a transaction in the ELDS, such Participant should make a determination that such ELDS are suitable for such customer and the person making the recommendation should have a reasonable basis for believing, at the time of making the recommendation, that the customer has such knowledge and experience in financial matters that he may reasonably be expected to be capable of evaluating the risks and the special characteristics of the recommended transaction and is financially able to bear the risks of the recommended transaction. Any questions regarding the suitability of customer accounts should be directed to at (312) 663-. Inquiries with respect to the ELDS themselves should be directed to at (312) 663-. Added Nov. 30, 1998; amended February 9, 2005; September 29, 2006; May 22, 2014 (SR-CHX- 2014-07). Rules of the Chicago Stock Exchange, Inc. Page 320

Rule 27. Trust Issued Receipts The Exchange will consider for trading, whether by listing or pursuant to unlisted trading privileges, Trust Issued Receipts that meet the criteria of this Rule. (a) Definitions. A Trust Issued Receipt is a security (1) that is issued by a trust ("Trust") which holds specific securities deposited with the Trust; (2) that, when aggregated in some specified minimum number, may be surrendered to the Trust by the beneficial owner to receive the securities; and (3) that pays beneficial owners dividends and other distributions on the deposited securities, if any are declared and paid to the trustee ("Trustee") by an issuer of the deposited securities. (b) Designation. The Exchange may trade, whether by listing or pursuant to unlisted trading privileges, Trust Issued Receipts based on one or more securities. The Trust Issued Receipts based on particular securities shall be designated as a separate series and shall be identified by a unique symbol. The securities that are included in a series of Trust Issued Receipts shall be selected by the Exchange or by such other person as shall have a proprietary interest in such Trust Issued Receipts. (c) Initial and Continued Listing. Trust Issued Receipts will be traded on the Exchange subject to application of the following criteria: (1) Initial Listing For each Trust, the Exchange will establish a minimum number of Trust Issued Receipts required to be outstanding at the time of commencement of trading on the Exchange. (2) Continued Listing Following the initial twelve month period following formation of a Trust and commencement of trading on the Exchange, the Exchange will consider the suspension of trading in or removal from listing of a Trust upon which a series of Trust Issued Receipts is based under any of the following circumstances: (A) if the Trust has more than 60 days remaining until termination and there are fewer than 50 record and/or beneficial holders of Trust Issued Receipts for 30 or more consecutive trading days; (B) if the Trust has fewer than 50,000 receipts issued and outstanding; (C) if the market value of all receipts issued and outstanding is less than $1,000,000; or (D) if any other event shall occur or condition exists which, in the opinion of the Exchange, makes further dealings on the Exchange inadvisable. Upon termination of a Trust, the Exchange requires that Trust Issued Receipts issued in connection with such Trust be removed from Exchange listing. A Trust may terminate in Rules of the Chicago Stock Exchange, Inc. Page 321

accordance with the provisions of the Trust prospectus, which may provide for termination if the value of securities in the Trust falls below a specified amount. (3) Term The stated term of the Trust shall be as stated in the Trust prospectus; however, a Trust may be terminated under such earlier circumstances as may be specified in the Trust prospectus. (4) Trustee The trustee must be a trust company or banking institution having substantial capital and surplus and the experience and facilities for handling corporate trust business. In cases where, for any reason, an individual has been appointed as trustee, a qualified trust company or banking institution must be appointed co-trustee. (5) Voting Voting rights shall be as set forth in the Trust prospectus. (d) Participant obligations. Participants shall provide to all purchasers of newly issued Trust Issued Receipts a prospectus for the series of Trust Issued Receipts. (e) Applicability of Rule 27. This Rule is applicable only to Trust Issued Receipts. Except to the extent inconsistent with this Rule, or unless the context otherwise requires, the provisions of the Constitution and all other rules and policies of the Board of Governors shall be applicable to the trading on the Exchange of such securities. Trust Issued Receipts are included within the definition of "security" or "securities" as such terms are used in the Constitution and Rules of the Exchange. Added October 22, 1999; amended February 9, 2005. Interpretation and Policies.01 The Exchange may approve trust issued receipts for trading, whether by listing or pursuant to unlisted trading privileges, pursuant to Rule 19b-4(e) under the Securities Exchange Act of 1934, provided that the following criteria are satisfied: (a) Each security underlying the trust issued receipt must be registered under Section 12 of the Exchange Act; (b) Each security underlying the trust issued receipt must have a minimum public float of at least $150 million; (c) Each security underlying the trust issued receipt must be listed on a national securities exchange or traded through the facilities of Nasdaq as a reported national market system security; (d) Each security underlying the trust issued receipt must have an average daily trading volume of at least 100,000 shares during the preceding sixty-day trading period; (e) Each security underlying the trust issued receipt must have an average daily dollar value of shares traded during the preceding sixty-day trading period of at least $1 million; and Rules of the Chicago Stock Exchange, Inc. Page 322

(f) The most heavily weighted security in the trust issued receipt cannot initially represent more than 20% of the overall value of the trust issued receipt..02 The eligibility requirements for Component Securities that are represented by a series of Trust Issued Receipts and that became part of the Trust Issued Receipt when the security was either: (a) distributed by a company already included as a Component Security in the series of Trust Issued Receipts; or (b) received in exchange for the securities of a company previously included as a Component Security that is no longer outstanding due to a merger, consolidation, corporate combination or other event, shall be as follows: (1) the Component Security must be listed on a national securities exchange or traded through the facilities of Nasdaq and a reported national market system security; (2) the Component Security must be registered under section 12 of the Exchange Act; and (3) the Component Security must have a Standard & Poor's Sector Classification that is the same as the Standard & Poor's Sector Classification represented by Component Securities included in the Trust Issued Receipt at the time of the distribution or exchange. Added Sept. 29, 2000; Amended Feb. 15, 2002; May 22, 2014 (SR-CHX-2014-07). Rules of the Chicago Stock Exchange, Inc. Page 323

APPENDIX A. Immediately Effective Rule Change Not Yet Operative (SR-CHX-2016-09) Pursuant to SR-CHX-2016-09, the following changes shall be operative upon commencement of the Tick Size Pilot Plan Period. Additions are underlined; deleted text is [in brackets] * * * ARTICLE 20. Operation of the CHX Matching System * * * Rule 13. Compliance with Regulation NMS Plan to Implement a Tick Size Pilot (a) Compliance with Quoting and Trading Restrictions (1) [Reserved]CHX Participant Compliance. CHX Participants shall establish, maintain and enforce written policies and procedures that are reasonably designed to comply with the applicable quoting and trading requirements of the Plan. (2) Exchange Compliance. The Matching System will not display, quote or trade in violation of the applicable quoting and trading requirements for a Pilot Security specified in the Plan and this Rule, unless such quotation or transaction is specifically exempted under the Plan. (3) Pilot Securities That Drop Below $1.00 during the Pilot Period. If the price of a Pilot Security drops below $1.00 during regular trading hours on any trading day, such Pilot Security will continue to be subject to the Plan and the requirements enumerated in subparagraphs (4) through (6) below and will continue to trade in accordance with such Rules. However, if the Closing Price of a Pilot Security on any given trading day is below $1.00, such Pilot Security will be moved out of its Pilot Test Group into the Control Group, and may then be quoted and traded at any price increment that is currently permitted for the remainder of the Pilot Period. Notwithstanding anything contained herein to the contrary, at all times during the Pilot Period, Pilot Securities (whether in the Control Group or any Pilot Test Group) will continue to be subject to the requirements contained in Paragraph (b). (4) Pilot Securities in Test Group One. No Plan Participant may display, rank, or accept from any person any displayable or non-displayable bids or offers, orders, or indications of interest in any Pilot Security in Test Group One in increments other than $0.05. However, orders priced to execute at the midpoint of the national best bid and national best offer ( NBBO ) or best protected bid and best protected offer ( PBBO ) and orders entered in a Plan Participant-operated retail liquidity program may be ranked and accepted in increments of less than $0.05. Pilot Securities in Test Group One may continue to trade at any price increment that is currently permitted by applicable Plan Participant, SEC and Exchange rules. (5) Pilot Securities in Test Group Two Rules of the Chicago Stock Exchange, Inc. Page 324

(A) No CHX Participant may display, rank, or accept from any person any displayable or non-displayable bids or offers, orders, or indications of interest in any Pilot Security in Test Group Two in increments other than $0.05. However, orders priced to execute at the midpoint of the NBBO or PBBO and orders entered in a Plan Participantoperated retail liquidity program may be ranked and accepted in increments of less than $0.05. (B) Absent any of the exceptions listed in subparagraph (5)(C) below, no CHX Participant may execute orders in any Pilot Security in Test Group Two in price increments other than $0.05. The $0.05 trading increment will apply to all trades, including Brokered Cross Trades. (C) Pilot Securities in Test Group Two may trade in increments less than $0.05 under the following circumstances: (i) Trading may occur at the midpoint between the NBBO or the PBBO; (ii) Retail Investor Orders may be provided with price improvement that is at least $0.005 better than the PBBO; (iii) Negotiated Trades may trade in increments less than $0.05; and (iv) Executions of a customer order to comply with Article 9, Rule 17 following the execution of a proprietary trade by the CHX Participant at an increment other than $0.05, where such proprietary trade was permissible pursuant to an exception under the Plan. (6) Pilot Securities in Test Group Three (A) No CHX Participant may display, rank, or accept from any person any displayable or non-displayable bids or offers, orders, or indications of interest in any Pilot Security in Test Group Three in increments other than $0.05. However, orders priced to execute at the midpoint of the NBBO or PBBO and orders entered in a Plan Participantoperated retail liquidity program may be ranked and accepted in increments of less than $0.05. (B) Absent any of the exceptions listed in subparagraph (6)(C) below, no CHX Participant that operates a Trading Center may execute orders in any Pilot Security in Test Group Three in price increments other than $0.05. The $0.05 trading increment will apply to all trades, including Brokered Cross Trades. (C) Pilot Securities in Test Group Three may trade in increments less than $0.05 under the following circumstances: (i) Trading may occur at the midpoint between the NBBO or PBBO; Rules of the Chicago Stock Exchange, Inc. Page 325

(ii) Retail Investor Orders may be provided with price improvement that is at least $0.005 better than the PBBO; (iii) Negotiated Trades may trade in increments less than $0.05; and (iv) Executions of a customer order to comply with Article 9, Rule 17 following the execution of a proprietary trade by the CHX Participant at an increment other than $0.05, where such proprietary trade was permissible pursuant to an exception under the Plan. (D) Pilot Securities in Test Group Three will be subject to the following Trade-at Prohibition: (i) Absent any of the exceptions listed in subparagraph (D)(ii) below, no CHX Participant that operates a Trading Center may execute a sell order for a Pilot Security in Test Group Three at the price of a Protected Bid or execute a buy order for a Pilot Security in Test Group Three at the price of a Protected Offer during regular trading hours ( Trade-at Prohibition ). Under the Trade-at Prohibition, a CHX Participant that operates a Trading Center that is displaying a quotation, via either a processor or an SRO quotation feed, that is at a price equal to the traded-at Protected Bid or Protected Offer is permitted to execute orders at that level, but only up to the amount of its displayed size. A CHX Participant that operates a Trading Center that was not displaying a quotation at a price equal to the traded-at Protected Quotation, via either a processor or an SRO quotation feed, is prohibited from price-matching protected quotations unless an exception applies. (ii) A CHX Participant that operates a Trading Center may execute a sell order for a Pilot Security in Test Group Three at the price of a Protected Bid or execute a buy order for a Pilot Security in Test Group Three at the price of a Protected Offer under the following circumstances: (a) The order is executed within the same independent aggregation unit of the CHX Participant that operates the Trading Center that displayed the quotation via either a processor or an SRO Quotation Feed, to the extent such CHX Participant uses independent aggregation units, at a price equal to the traded-at Protected Quotation that was displayed before the order was received, but only up to the full displayed size of that independent aggregation unit s previously displayed quote. A Trading Center that is displaying a quotation as agent or riskless principal may only execute as agent or riskless principal and a Trading Center displaying a quotation as principal (excluding riskless principal) may execute as principal, agent or riskless principal. Independent aggregation unit has the same meaning as provided under Rule 200(f) of SEC Regulation SHO; Rules of the Chicago Stock Exchange, Inc. Page 326

(b) The order is of Block Size at the time of origin and may not be: (1) an aggregation of non-block orders; (2) broken into orders smaller than Block Size prior to submitting the order to a Trading Center for execution; or (3) executed on multiple Trading Centers; (c) The order is a Retail Investor Order executed with at least $0.005 price improvement; (d) The order is executed when the Trading Center displaying the Protected Quotation that was traded at was experiencing a failure, material delay, or malfunction of its systems or equipment; (e) The order is executed as part of a transaction that was not a regular way contract; (f) The order is executed as part of a single-priced opening, reopening, or closing transaction by the Trading Center; (g) The order is executed when a Protected Bid was priced higher than a Protected Offer in the Pilot Security; (h) The order is identified as a Trade-at Intermarket Sweep Order; (i) The order is executed by a Trading Center that simultaneously routed Trade-at Intermarket Sweep Orders to execute against the full displayed size of a Protected Quotation with a price that is better than or equal to the limit price of the limit order identified as a Trade-at Intermarket Sweep Order; (j) The order is executed as part of a Negotiated Trade; (k) The order is executed when the Trading Center displaying the Protected Quotation that was traded at had displayed, within one second prior to execution of the transaction that constituted the Trade-at, a Best Protected Bid or Best Protected Offer, as applicable, for the Pilot Security with a price that was inferior to the price of the Trade-at transaction; (l) The order is executed by a Trading Center which, at the time of order receipt, the Trading Center had guaranteed an execution at no worse than a specified price (a stopped order ), where: (1) The stopped order was for the account of a customer; Rules of the Chicago Stock Exchange, Inc. Page 327

(2) The customer agreed to the specified price on an orderby-order basis; and (3) The price of the Trade-at transaction was, for a stopped buy order, equal to or less than the National Best Bid in the Pilot Security at the time of execution or, for a stopped sell order, equal to or greater than the National Best Offer in the Pilot Security at the time of execution, as long as such order is priced at an acceptable increment; (m) The order is for a fractional share of a Pilot Security, provided that such fractional share order was not the result of breaking an order for one or more whole shares of a Pilot Security into orders for fractional shares or was not otherwise effected to evade the requirements of the Trade-at Prohibition or any other provisions of the Plan; or (n) The order is to correct a bona fide error, which is recorded by the Trading Center in its error account. A bond fide error is defined as: (1) The inaccurate conveyance or execution of any term of an order including, but not limited to, price, number of shares or other unit of trading; identification of the security; identification of the account for which securities are purchased or sold; lost or otherwise misplaced order tickets; short sales that were instead sold long or vice versa; or the execution of an order on the wrong side of a market; (2) The unauthorized or unintended purchase, sale, or allocation of securities, or the failure to follow specific client instructions; (3) The incorrect entry of data into relevant systems, including reliance on incorrect cash positions, withdrawals, or securities positions reflected in an account; or (4) A delay, outage, or failure of a communication system used to transmit market data prices or to facilitate the delivery or execution of an order. (7) Operation of Certain Exceptions to Tick Size Pilot Program (A) Trade-at Requirement (i) Trade-at Intermarket Sweep Order means a limit order for a Pilot Security that meets the following requirements: Rules of the Chicago Stock Exchange, Inc. Page 328

Interpretations and Policies: (1) When routed to a Trading Center, the limit order is identified as a Trade-at Intermarket Sweep Order; and (2) Simultaneously with the routing of the limit order identified as a Trade-at Intermarket Sweep Order, one of more additional limit orders, as necessary, are routed to execute against the full size of any protected bid, in the case of a limit order to sell, or the full displayed size of any protected offer, in the case of a limit order to buy, for the Pilot Security with a price that is better than or equal to the limit price of the limit order identified as a Trade-at Intermarket Sweep Order. These additional routed orders also must be marked as Trade-at Intermarket Sweep Orders..01 The terms used in this Article 20, Rule 13(a) shall have the same meaning as provided in the Plan, unless otherwise specified..02 No CHX Participant shall break an order into smaller orders or otherwise effect or execute an order to evade the requirements of the Trade-at Prohibition of this Rule or any other provisions of the Plan..03 This Rule shall be in effect during a pilot period to coincide with the pilot period for the Plan (including any extensions to the pilot period for the Plan). * * * Rules of the Chicago Stock Exchange, Inc. Page 329