The Exchange is a Delaware limited liability company. The management and operation of the Exchange is governed by the LLC Agreement. All of the equity interests of the Exchange are owned by Bitnomial, Inc.

The Clearinghouse is a Delaware limited liability company. The management and operation of the Clearinghouse is governed by the LLC Agreement. All of the equity interests of the Clearinghouse are owned by the Exchange.

1. The Board shall manage the day to day business operations of the Exchange and the Clearinghouse. The Board has the power and authority to call for review, and to affirm, modify, suspend or overrule, any and all decisions and actions of standing committees or special committees of the Board or any panel of the Officers related to the day to day business operations of the Exchange and Clearinghouse.

2. The Board may act only by the decision of an absolute majority in number of the Directors by vote at a meeting, by unanimous written consent without a meeting, or as otherwise set forth in the LLC Agreement.

3. At all times, at least 35% of the Directors shall be Public Directors. Each Director (including Public Directors) shall be appointed in accordance with the LLC Agreement, and shall serve until his or her successor is duly appointed, or until his or her earlier resignation or removal, with or without cause.

4. Each Director is entitled to indemnification pursuant to the LLC Agreement with respect to matters relating to the Exchange and Clearinghouse.

5. To qualify as a Public Director, an individual must be found, by action of the Board, to have no material relationship with the Exchange or the Clearinghouse. The Board must make such finding upon the nomination or appointment of the Director and as often as necessary in light of all circumstances relevant to such Director, but in no case less than annually. A "material relationship" is one that reasonably could affect the independent judgment or decision-making of the Director. The Board need not consider previous service as a Director of the Exchange and the Clearinghouse to constitute a "material relationship." A Director shall be considered to have a "material relationship" with the Exchange and/or the Clearinghouse if any of the following circumstances exist or have existed within the past year:

   1. such Director is or was an Officer or an employee of the Exchange or the Clearinghouse, or an officer or an employee of an Affiliate of the Exchange or the Clearinghouse;

   2. such Director is or was a Participant, Clearing Member or material owner of the Exchange or the Clearinghouse;

   3. such Director is or was a director, an officer, or an employee of a Participant, Clearing Member or owner of the Exchange or the Clearinghouse;

   4. such Director is or was an officer of another entity, which entity has a compensation committee (or similar body) on which any Officer of the Exchange or the Clearinghouse serves;

   5. such Director, or an entity with which the Director is a partner, an officer, an employee, or a director, receives or has received more than $100,000 in combined annual payments for legal, accounting, or consulting services from the Exchange or the Clearinghouse or their Affiliates, any Participant, any Clearing Member or any Affiliate of such Participant or Clearing Member. Compensation for services as a Director of the Exchange or the Clearinghouse or as a director of an Affiliate thereof does not count toward the $100,000 payment limit, nor does deferred compensation for services rendered prior to becoming a Director, so long as such compensation is in no way contingent, conditioned, or revocable; or,

   6. in the case of a Public Director that is a member of the Regulatory Oversight Committee or the Exchange Participant Committee, such Public Director accepts or has accepted, directly or indirectly, any consulting, advisory, or other compensatory fee from the Exchange or its Affiliate or any Participant or any Affiliate of such Participant, other than deferred compensation for service rendered prior to becoming a member of the Regulatory Oversight Committee or the Exchange Participant Committee, provided that such compensation is in no way contingent, conditioned, or revocable.

   7. Any of the "material relationships" set forth above apply to the "immediate family" of such Director, i.e., spouse, parents, children, and siblings, in each case, whether by blood, marriage, or adoption, or any person residing in the home of the director or that of his or her immediate family.

6. The compensation of the Public Directors and other non-executive members of the Board shall not be linked to the business performance of the Exchange or the Clearinghouse.

7. The Board shall have procedures, as may be further set forth in policies that the Exchange or the Clearinghouse may adopt, to remove a member from the Board where the conduct of such member is likely to be prejudicial to the sound and prudent management of the Exchange or the Clearinghouse.

8. The Board shall establish arrangements to permit consideration of Participants in connection with the functioning of the Exchange or the Clearinghouse and with additions or amendments to the Rules and shall make a description of such arrangements available to the public and to the CFTC.

1. Subject to the oversight of the Board, the Exchange and the Clearinghouse shall appoint from time to time one or more individuals to serve as the Chief Executive Officer, Chief Regulatory Officer and may further appoint such other officers of the Exchange, the Clearinghouse, or any subsidiary of the Exchange or the Clearinghouse (each, an "Officer") as deemed necessary or appropriate, with such titles, duties, and authority as the Exchange and the Clearinghouse shall approve, to carry out the business of the Exchange, the Clearinghouse, or any subsidiary of the Exchange or the Clearinghouse, and upon such terms and conditions as the Board shall determine.

2. Any Officer may also be a director, officer, partner or employee of the Exchange, the Clearinghouse, or of any of its Affiliates.

3. The Officers shall have such powers and duties in the management of the Exchange or the Clearinghouse as the Board may prescribe from time to time, subject to the terms of the LLC Agreement.

4. Each Officer is entitled to indemnification pursuant to the LLC Agreement with respect to matters relating to the Exchange or the Clearinghouse.

1. An individual may not serve as a Board member, or serve on a committee established by the Board, the Hearing Panel, or a Board of Appeals, or hold a 10% or more ownership interest in the Exchange or the Clearinghouse, if the individual:

   1. within the prior three (3) years has been found, by a final decision in any action or proceeding brought in a court of competent jurisdiction, the CFTC, or any Self-Regulatory Organization, to have committed a disciplinary offense;

   2. within the prior three (3) years has entered into a settlement agreement in which any of the findings or, in the absence of such findings, any of the acts charged, included a disciplinary offense;

   3. is currently suspended from trading on a Contract Market, is suspended or expelled from membership in a Self-Regulatory Organization, is serving any sentence or probation, or owes any portion of a fine or penalty related to either: (1) a finding of a disciplinary offense by a final decision in any action or proceeding brought in a court of competent jurisdiction, the CFTC, or any Self-Regulatory Organization; or (2) a settlement agreement in which any of the findings or, in the absence of such findings, any of the acts charged included a disciplinary offense;

   4. is currently subject to an agreement with the CFTC or Self-Regulatory Organization not to apply for registration with the CFTC or for membership in the Self-Regulatory Organization;

   5. is currently, or within the past three (3) years has been, subject to a revocation or suspension of registration by the CFTC;

   6. has been convicted of a felony listed in Section 8a(2)(D)(ii) through (iv) of the CEA; or

   7. is currently subject to a denial, suspension or disqualification from serving on a disciplinary committee, arbitration panel or governing board of any Self-Regulatory Organization as that term is defined in Section 3(a)(26) of the Securities Exchange Act of 1934; or

   8. is subject to a statutory disqualification pursuant to Section 8a(2) of the CEA.

   9. For purposes of this Rule 204.1, the terms "disciplinary offense," "final decision" and "settlement agreement" have the meaning given those terms in CFTC Rule 1.63(a).

2. Prior to nomination to the Board, each individual shall certify he/she is not disqualified pursuant to Rule 204.1. Upon appointment, each member of the Board shall provide to the Exchange or the Clearinghouse, where applicable, changes in registration information within 30 days and certification of compliance accordingly. In addition, each member will certify on at least an annual basis regarding their continued compliance with Rule 204.1. The Exchange and the Clearinghouse shall verify information supporting Board compliance with eligibility criteria.

3. In addition, to serve as a member of the Board, an individual must possess the ability to contribute to the effective oversight and management of the Exchange and the Clearinghouse, taking into account the needs of the Exchange and the Clearinghouse and such factors as the individual's experience, perspective, skills and knowledge of the industry in which the Exchange and the Clearinghouse operates. This shall include sufficient expertise, where applicable, in financial services, risk management, and clearing services.

1. The Board shall have at least the four following standing committees: the Nominating Committee, the Exchange Participant Committee, the Regulatory Oversight Committee, and the Risk Committee, each with the roles and responsibilities set out below.

2. Nominating Committee. The Nominating Committee of the Board shall consist of at least 51% Public Directors. The Nominating Committee reports to the Board and shall be chaired by a Public Director. The Nominating Committee shall have authority and responsibility to (1) identify individuals qualified to serve on the Board, consistent with the criteria that the Board requires and any composition requirement that the Commission promulgates; and (2) administer a process for the nomination of individuals to the Board.

3. Exchange Participant Committee. The Exchange Participant Committee of the Board reports to the Board and shall consist of at least 35% Public Directors. The Exchange Participant Committee is responsible for (1) determining the standards and requirements for initial and continuing Participant eligibility, (2) reviewing appeals of staff denials of Participant applications, and (3) approving Rules that would result in different categories or classes of Participants receiving disparate access to the Exchange. The Exchange Participant Committee shall not, and shall not permit the Exchange to, restrict access or impose burdens on access in a discriminatory manner, within each category or class of Participants or between similarly situated categories or classes of Participants.

4. Regulatory Oversight Committee. The Regulatory Oversight Committee of the Board shall report to the Board and consist of 100% Public Directors. The Regulatory Oversight Committee shall oversee the Exchange's regulatory program on behalf of the Board with the authority to (1) monitor the regulatory program of the Exchange for sufficiency, effectiveness, and independence and (2) oversee all facets of the regulatory program, including:

   1. trade practice and market surveillance; audits, examinations, and other regulatory responsibilities with respect to Participants (including compliance with, if applicable, financial integrity, financial reporting, sales practice, recordkeeping, and other requirements); and the conduct of investigations;

   2. reviewing the size and allocation of the regulatory budget and resources, and the number, hiring, termination, and compensation of regulatory personnel;

   3. supervising the Chief Regulatory Officer of the Exchange, who will report directly to the Regulatory Oversight Committee;

   4. recommending changes that would ensure fair, vigorous, and effective regulation; and

   5. reviewing all regulatory proposals prior to implementation and advising the Board as to whether and how such changes may impact regulation.

5. Risk Committee. The Risk Committee of the Board shall determine the standards and requirements for the Financial Risk Management and Information Security frameworks. The Risk Committee shall review any exceedances of thresholds on various reporting and review the plan to mitigate the risk. If a Clearing Member is placed on higher Margin or other increased requirements, the Risk Committee will process the appeals of the Clearinghouse. The Risk Committee shall not approve any provision of the Clearinghouse Rulebook that would result in different categories or classes of Risks receiving disparate access.

6. In addition to the standing committees, the Board shall have the power and authority to create and terminate, in accordance with the LLC Agreement, special committees of the Board and designate their composition, responsibilities and powers.

1. No member of the Board or any committee established by the Board or by or pursuant to the Rules will use or disclose any material non-public information obtained in connection with such member's participation in the Board or such committee for any purpose other than the performance of his or her official duties as a member of the Board or such committee.

2. No Exchange Official or Clearinghouse Official will:

   1. trade in any commodity interest if such officer, employee or agent obtained material non-public information concerning such financial instrument in connection with such employee's, officer's or agent's employment or

   2. disclose to any other Person material non-public information obtained in connection with such employee's, officer's or agent's employment, if such employee, officer or agent could reasonably expect that such information might assist another Person in trading any commodity interest.

1. Named Party In Interest Conflict

   1. No member of the Board, the Hearing Panel, any Board of Appeals or any other disciplinary committee of the Exchange or the Clearinghouse will knowingly participate in such body's deliberations or voting in any matter involving a named party in interest where such member (1) is the named party in interest in the matter, (2) is an employer, employee or fellow employee of a named party in interest, (3) has any other significant, ongoing business relationship with a named party in interest, excluding relationships limited to Contracts, or (4) has a family relationship with a named party in interest.

   2. Prior to consideration of any matter involving a named party in interest, each member of the deliberating body who does not choose to abstain from deliberations and voting will disclose to the Chief Regulatory Officer whether such member has one of the relationships listed in paragraph 1 above with a named party in interest.

   3. The Chief Regulatory Officer will determine whether any member of the relevant deliberating body who does not choose to abstain from deliberations and voting is subject to a conflicts restriction under this paragraph 3. Such determination will be based upon a review of the following information: (1) information provided by such member pursuant to paragraph 2 above; and (2) any other source of information that is held by and reasonably available to the Exchange.

2. Financial Interest in a Significant Action Conflict

   1. No member of the Board, the Hearing Panel, any Board of Appeals or any other disciplinary committee of the Exchange or the Clearinghouse will participate in such body's deliberations and voting on any significant action if such member has a direct and substantial financial interest in the result of the vote, as determined pursuant to paragraph 3 below.

   2. Prior to consideration of any significant action, each member of the deliberating body who does not choose to abstain from deliberations and voting will disclose to the Chief Regulatory Officer any information that may be relevant to a determination of whether such member has a direct and substantial financial interest in the result of the vote.

   3. The Chief Regulatory Officer will determine whether any member of the relevant deliberating body who does not choose to abstain from deliberations and voting is subject to a conflicts restriction under this paragraph 3. Such determination will be based upon a review of the following information: (1) the most recent large trader reports and clearing records available to the Exchange; (2) information provided by such member pursuant to paragraph 2 above; and (3) any other information reasonably available to the Exchange or the Clearinghouse, taking into consideration the exigency of the significant action being contemplated.

   4. Any member of the Board, the Hearing Panel, any Board of Appeals or any other disciplinary committee of the Exchange or the Clearinghouse who would otherwise be required to abstain from deliberations and voting pursuant to paragraph 1 above may participate in deliberations, but not voting, if the deliberating body, after considering the factors specified below, determines that such participation would be consistent with the public interest; provided, however, that before reaching any such determination, the deliberating body will fully consider the information specified in paragraph 2 above which is the basis for such member's substantial financial interest in the significant action that is being contemplated. In making its determination, the deliberating body will consider: (1) whether such member's participation in the deliberations is necessary to achieve a quorum; and (2) whether such member has unique or special expertise, knowledge or experience in the matter being considered.

3. The minutes of any meeting to which the conflicts determination procedures set forth in this Rule apply will reflect the following information:

   1. the names of all members of the relevant deliberating body who attended such meeting in person or who otherwise participated in such meeting;

   2. the name of any member of the relevant deliberating body who voluntarily recused himself or herself or was required to abstain from deliberations or voting on a matter and the reason for the recusal or abstention, if stated;

   3. the information that was reviewed for each member of the relevant deliberating body; and

   4. any determination made in accordance with Rule 207.2.4 above.

1. Each of the Exchange and the Clearinghouse shall keep, or cause to be kept, complete and accurate books and records of accounts of the Exchange and the Clearinghouse, including all books and records required to be maintained pursuant to the CEA, and the CFTC Rules, including CFTC Rule 38.707(a)(6).

2. The Exchange and the Clearinghouse shall retain all such books and records for at least five (5) years, and shall make such books and records readily accessible for inspection by the CFTC and the U.S. Department of Justice during the first two (2) years of such five-year period.

1. The Exchange and the Clearinghouse may each enter into information-sharing agreements or other arrangements or procedures to coordinate surveillance with other markets on which financial instruments related to the Contracts trade or are cleared. As part of any information-sharing agreements or other arrangements or procedures adopted pursuant to this Rule, the Exchange and the Clearinghouse may:

   1. provide market surveillance reports to other markets;

   2. share information and documents concerning current and former Participants or Clearing Members with other markets;

   3. share information and documents concerning ongoing and completed investigations with other markets; or

   4. require its current or former Participants or Clearing Members to provide information and documents to the Exchange or the Clearinghouse at the request of other markets with which the Exchange or the Clearinghouse has an information-sharing agreement or other arrangements or procedures.

2. The Exchange or the Clearinghouse may enter into any arrangement with any Person or body (including the CFTC, the NFA, any Self-Regulatory Organization, any exchange, market, or clearing organization, or foreign regulatory authority) if the Exchange or the Clearinghouse considers such arrangement to be in furtherance of the Exchange's the Clearinghouse's purpose or duties under the Rules or any law or regulation.

3. The Exchange the Clearinghouse may provide information to a duly authorized foreign Governmental Authority, as directed by the CFTC, in accordance with an information-sharing agreement executed with the CFTC.

1. The Exchange or the Clearinghouse may, in its sole discretion, contract with a Regulatory Services Provider to provide certain regulatory services to the Exchange or the Clearinghouse pursuant to a Regulatory Services Agreement. In accordance with the relevant Regulatory Services Agreement, a Regulatory Services Provider may perform certain surveillance, investigative, and regulatory functions under the Rules and the Exchange or the Clearinghouse may provide information to such Regulatory Services Provider in connection with the performance by such Regulatory Services Provider of those functions.

2. Any of the powers or functions of the Exchange or the Clearinghouse under the Rules may be delegated to a Regulatory Services Provider pursuant to the relevant Regulatory Services Agreement in such manner and on such terms as the Exchange or the Clearinghouse and such Regulatory Services Provider may mutually agree; provided, however, that the Exchange and the Clearinghouse shall retain ultimate decision-making authority with respect to any powers or functions that are delegated to such Regulatory Services Provider.

1. The Exchange and the Clearinghouse may not use for business or marketing purposes any proprietary data or personal information collected or received, from or on behalf of any Person, for the purpose of fulfilling its regulatory obligations; provided, however, that the Exchange and the Clearinghouse may use such data or information for such purposes with the consent of the Person from whom such data or information is collected or received.

2. Notwithstanding the provisions of Rule 211.1, each Participant, Authorized User and Clearing Member agrees that the Exchange and the Clearinghouse may share such proprietary data and personal information with one or more registered entities (as such term is defined in CFTC Rules).

3. Access to the Exchange may not be conditioned upon the use of proprietary data or personal information for business or marketing purposes.

1. In the event the Board rejects a recommendation or supersedes an action of the Regulatory Oversight Committee or the Exchange Participant Committee, the Exchange or the Clearinghouse shall submit a written report to the CFTC detailing:

   1. the recommendation or action of the Regulatory Oversight Committee or the Participation Committee;

   2. the rationale for such recommendation or action;

   3. the rationale of the Board for rejecting such recommendation or superseding such action; and

   4. the course of action that the Board decided to take contrary to such recommendation or action.