Digital Currency Trading, Clearing and Warehouse Services Agreement, dated August 29, 2019, by and among ICE Futures U.S., Inc., ICE Clear US, Inc. and Bakkt Trust Company LLC, including amendments thereto

Exhibit 10.10

Dated August 29, 2019

ICE Futures U.S., Inc.,

ICE Clear US, Inc.

and

Bakkt Trust Company LLC

Digital Currency Trading, Clearing and

Warehouse Services Agreement

TABLE OF CONTENTS

This Digital Currency Trading, Clearing and Warehouse Services Agreement (this “Agreement”) is made as of August 29, 2019 among:

(each a “Party” and together the “Parties”).

Recitals:

It is agreed as follows:

“Applicable Law” means any applicable national, federal, supranational, state, regional, provincial, local or other statute, law, ordinance, regulation, rule, code, guidance, order, published practice or concession, judgment or decision of a Governmental Authority and, for the avoidance of doubt, includes all the provisions of the CEA, CFTC regulations and applicable accounting standards and principles.

1

“Business Continuity Arrangements” means the arrangements referred to in Schedule 3 (Business Continuity Arrangements).

“Business Day” means a day upon which the IFUS Market is open for trading in Digital Currency Contracts.

“CEA” means the U.S. Commodity Exchange Act, as amended.

“CFTC” means the U.S. Commodity Futures Trading Commission and, where applicable, any successor thereto.

“Change” has the meaning ascribed to that term by clause 6.2.

“Change Control Procedure” means the procedure for agreeing amendments to this Agreement contained in Schedule 5 (Change Control).

“Clearing Member” means a Clearing Member of ICUS under the ICUS Rules, and “Clearing Membership” shall be construed accordingly.

“Clearing Membership Agreement” means an agreement between ICUS and a Clearing Member in relation to the Clearing Member’s membership of ICUS.

“Contract Managers” means the ICUS Contract Manager, IFUS Contract Manager and Warehouse Contract Manager.

“Contract” means any futures or option contract arising between Clearing Members and ICUS pursuant to ICUS Rules.

“Current Contract” means, at the relevant time, those classes of Digital Currency Contracts then traded on IFUS and, for the avoidance of doubt, includes, at any time subsequent to the date of this Agreement, any New Contract which has, at the relevant time, been introduced for trading by IFUS and for clearing by ICUS.

“Default Notice” means the notice sent by ICUS to a Clearing Member in the event of a default pursuant to the ICUS Rules.

“Digital Currency” means any type of digital unit that is used as a medium of exchange or a form of digitally stored value (including digital units of exchange that (i) have a centralized repository or administrator, (ii) are decentralized and have no centralized repository or administrator, and/or (iii) may be created or obtained by computing or manufacturing effort).

“Digital Currency Contract” means a Contract traded on IFUS that is a physically settled Futures or Option contract relating to a Digital Currency, in each case that is or is to be traded and cleared in accordance with this Agreement.

“Effective Date” has the meaning given to that term in Clause 2.

“Exit Management Plan” has the meaning ascribed to that term in Schedule 8 (Exit Management).

“Exit Phase” means the period commencing on the date a notice to terminate this Agreement is served pursuant to Clause 14 and ending on the completion of the replacement of services by (a) Successor Operator(s).

“Fees” means the any applicable fees of IFUS, ICUS and Warehouse with respect to the Digital Currency Contracts as provided in Schedule 4.

“Force Majeure Event” means any occurrence outside the control of a Party which hinders or prevents the performance in whole or in part of any of its obligations hereunder (other than an

2

obligation to make payments), including, but not limited to, fire, flood, storm, earthquake, explosion, war, hostilities, declaration or occurrence of national emergency, accidents howsoever caused, strike, labor dispute, lockout, work to rule or other industrial dispute, lack of energy supply, criminal action, terrorist action, civil unrest, embargoes, acts of God, acts of a public enemy, unavailability or restriction of computer or data processing facilities, the actions or omissions of third persons (excluding those of a Party’s subcontractors or agents); or alternatively and to the exclusion of the foregoing, in relation to delivery of any Current Contract, any event that is an event of force majeure (or similar event, howsoever defined) for that Current Contract under its contract terms or market rules.

“Futures” means any futures contract listed for trading as such on IFUS.

“Good Industry Practice” means, in relation to any undertaking and any circumstances, the exercise of the degree of skill, care, prudence and foresight and application of standards which could then reasonably be expected of a skilled and experienced person engaged in providing services of the nature of the relevant Services.

“Governmental Authority” means any regulatory authority and any national, federal, supranational, state, regional, provincial, local or other government, government department, ministry, governmental or administrative authority, agency, commission, secretary of state, minister, court, tribunal, judicial body or arbitral body or any other person exercising judicial, executive, interpretative, enforcement, regulatory, investigative, fiscal, taxing or legislative powers or authority anywhere in the world.

“Group” or “ICE Group” includes Intercontinental Exchange, Inc. and any of its affiliates.

“ICUS Contract Manager” means the person(s) nominated by ICUS to manage the relationship between the Parties under this Agreement.

“ICUS Materials” means any Material provided or made available by or on behalf of ICUS (or any of its sub-contractors) to IFUS or Warehouse under this Agreement or relating to the Services.

“ICUS Rules” means the By-Laws and Rules of ICUS as from time to time in force, as published by ICUS.

“ICUS Services” means the services provided by ICUS as set out in Schedule 1B.

“IFUS Contract” means Digital Currency Contracts traded on IFUS.

“IFUS Contract Manager” means the person(s) nominated by IFUS to manage the relationship among the Parties under this Agreement.

“IFUS DC Transaction” means a transaction on the IFUS Market which, pursuant to the IFUS and ICUS Rules, will give rise to a Digital Currency Contract.

“IFUS Services” means those services provided by IFUS as set out in Schedule 1A.

“IFUS Market” is the DCM operating under IFUS Rules.

“IFUS Materials” means any Material (including, for the avoidance of doubt, the Current Contracts and any New Contracts) provided or made available by or on behalf of IFUS (or any of its sub-contractors or IFUS Members) to ICUS or Warehouse under this Agreement or relating to the Services, whether or not developed by IFUS.

3

“IFUS Member” means a member or holder of a trading authorization of IFUS as defined in the IFUS Rules authorized to trade Digital Currency Contracts and “Membership” shall be construed accordingly.

“IFUS Rules” means the Rules (as such term is defined in the rulebook of IFUS) as from time to time in force and/or any arrangements, directions and provisions made thereunder, as the context may require.

“IFUS System” means the IT System owned or used by IFUS in connection with the Services.

“Insolvency” means, in relation to any person: a bankruptcy or winding-up petition being presented; a bankruptcy order being made; a voluntary arrangement being approved; a receiver, administrator, manager or administrative receiver, trustee in bankruptcy, relevant office-holder or any other Person appointed or with powers in relation to an Insolvency in any jurisdiction being appointed or petition or order being made for such an appointment; a composition or scheme of arrangement being approved by a court or other Governmental Authority; an assignment, compromise or composition being made or approved for the benefit of any creditors or significant creditor; an order being made or resolution being passed for winding up; dissolution; the striking off of that person’s name from a register of companies or other corporate bodies; a distress process being levied or enforced or served upon or against property of that person; or any event analogous to any of the foregoing in any jurisdiction (always excluding any frivolous or vexatious petition or solvent reorganization, change of control or merger).

“Intellectual Property Rights” means trademarks, service marks, trade names, logos, get-up, patents, inventions, design rights, copyrights, database rights, domain names and all other similar proprietary rights (including know-how), in each case whether registered or unregistered, and including any registration of such rights and applications and rights to apply for such registrations.

“IT System” means:

“Material” means specifications, plans, methodologies, software, databases, reports, processes, designs, documentation, information and/or know-how.

“New Contract” means any Digital Currency Future or Option contract which is not, at the relevant time, a Current Contract but which IFUS and ICUS have agreed to trade and clear, respectively, pursuant to Clause 3.9. A New Contract becomes a Current Contract if and when it is introduced to trading by IFUS and accepted for clearing by ICUS.

“Options” means any options contract listed for trading on IFUS.

“Rules” means IFUS Rules, the ICUS Rules and Warehouse Terms or any of them.

“Services” means the IFUS Services, the ICUS Services or the Warehouse Services, as applicable.

4

“Successor Operator(s)” means any entity or entities (including any Party) succeeding ICUS or Warehouse, as applicable, in the provision or operation of services similar to and/or part of all of the Services.

“Term” means the period from the Effective Date until the date on which this Agreement is terminated.

“Warehouse Contract Manager” means the person(s) nominated by Warehouse to manage the relationship between the Parties under this Agreement.

“Warehouse Materials” means any Material provided or made available by or on behalf of Warehouse (or any of its sub-contractors) to IFUS or ICUS under this Agreement or relating to the Services.

“Warehouse Participant” means an IFUS trading participant that maintains one or more Digital Currency Accounts with the Warehouse in connection with Digital Currency Contracts.

“Warehouse Services” means the services provided by Warehouse as set out in Schedule 1C.

“Warehouse Terms” means the terms and conditions on which the Warehouse provides Warehouse Services to IFUS, ICUS and Warehouse Participants, including as set out in any warehouse custody agreement or similar document.

Unless a contrary intention appears, in this Agreement:

(a) references to clauses and paragraphs are references to, respectively, clauses or paragraphs of this Agreement;

(b) a reference to any agreement, deed, instrument, rule or procedure is to be construed as a reference to that agreement, deed, instrument, rule or procedure as it may from time to time be amended, novated, supplemented, extended or restated provided that no such changes shall be made which are contrary to any prohibition on making such changes referred to in this Agreement or the applicable Rules;

(c) a reference to any provision of law is a reference to that provision as amended, re-enacted, replaced or extended and includes all CFTC or other regulations made thereunder;

(d) a reference to a time of day is a reference to the prevailing time in New York, New York unless otherwise specified;

(e) the index to and the headings in this Agreement are to be ignored in construing this Agreement; and

(f) words importing the plural shall include the singular and vice versa.

This Agreement will come into effect on the date agreed by the Parties for the launch of Digital Currency Contracts (the “Effective Date”) and shall continue in force until terminated in accordance with its terms.

5

The Parties shall be entitled to collect such fees and charges in respect of Digital Currency Contracts as are set out in Schedule 4.

6

Each Party shall take out and maintain such insurance as, in accordance with Good Industry Practice, is appropriate to the nature and scale of its operations, subject to any particular requirements set forth in a Schedule.

Each Party shall take all reasonable steps to ensure business continuity, including (without limitation) the steps set out in Schedule 3 (Business Continuity Arrangements).

7

No Party shall make any public announcement relating to this Agreement or changes to the Services without the prior approval of the other Parties, provided that a Party may make any public announcement in relation to a subject matter in respect of which another Party has previously made a public announcement in breach of this Clause 3.10.1. For the purposes of this provision, but without prejudice to Clause 11 (Confidentiality), “public announcement” shall not include: (i) any communication in whatsoever form which does not relate to communicating the terms of this Agreement or relates to matters in the ordinary course of business announced to any Clearing Member or IFUS Member; or (ii) any information which does not relate to communicating the terms of this Agreement or relates to matters in the ordinary course of business and which is posted on any part of any private “member only” web site operated by any of ICUS, Warehouse or IFUS.

Any oral statements made or replies to questions given by a Party relating to the Services or this Agreement shall be consistent with any public announcements issued in accordance with clause 3.10.1 above.

Each Party shall, upon another Party’s (the “Requesting Party”) reasonable request and at the Requesting Party’s expense, provide reasonable co-operation to any person carrying out a statutory or financial services regulatory audit, investigation, information gathering or similar function on the Requesting Party’s business, providing nothing in this clause shall require a Party to breach any obligation or duty of confidentiality.

8

IFUS shall appoint and at all times maintain the appointment of an IFUS Contract Manager. ICUS shall appoint and at all times maintain the appointment of an ICUS Contract Manager. Warehouse shall appoint and at all times maintain the appointment of a Warehouse Contract Manager. The IFUS Contract Manager, the ICUS Contract Manager and the Warehouse Contract Manager shall be responsible for managing the relationship between IFUS and ICUS pursuant to this Agreement, in accordance with Schedule 6 (Relationship Management).

A Party preparing to make any amendment, extension, deletion or replacement of its Rules which may affect another Party shall, in so far as is practicable in the circumstances: (1) first consult with the other Party and give the other Party notice including details of the proposed change; and (2) if it may have a material adverse effect on the other Party, an IFUS Member or a Clearing Member, give the other Party (except in the case of exercise of emergency powers under the applicable Rules) no less than 10 Business Days’ written notice of the final form and content of the extension or amendment prior to its coming into effect. This requirement shall not apply to any amendment which: (i) is of a minor nature and relates to Rules of an administrative or commercial nature; (ii) is of a limited, technical nature; (iii) relates to fees charged to Clearing Members or IFUS Members; (iv) is necessary as a result of a Default Notice having been served or being about to be served or a Force Majeure Event; (v) is required to ensure compliance by the Party or any IFUS Member or Clearing Member with Applicable Law or the requirements of any Governmental Authority or is necessary or desirable to maintain the Party’s status as an DCO, DCM or Trust Company, as the case may be, or any other legal or regulatory status it has under any other Applicable Law; or (vi) is otherwise of an urgent nature.

9

Where any Party wishes to make a change to this Agreement or any of the Schedules to this Agreement, or any document agreed pursuant to this Agreement (a “Change”), other than a New Contract Request, but including (without limitation):

then Schedule 5 (Change Control) shall apply in respect of the Change.

The Parties shall comply with the provisions of Schedule 8 (Information Technology and Data Protection) as applicable.

Each Party shall be responsible for any failure to perform its respective obligations under this Agreement save to the extent that such failure arises solely or principally as a result of a Force Majeure Event, in which case Clause 13 shall apply.

Each Party hereby grants to the other Parties such non-transferable, non-exclusive, worldwide and royalty-free license or sub-license of Intellectual Property Rights owned or licensed by it as

10

may be necessary for the purpose of enabling the proper performance of this Agreement; provided that if, as a result of a material change in the Services, due to a Change initiated by a Party or otherwise agreed by a Party, a new license is necessary for such proper performance, the Parties shall in good faith negotiate the terms, including any fees, on which such license is granted.

Each Party represents, warrants and undertakes to the others that, as at the date of this Agreement and throughout the Term:

11

providing always that, in addition to the above, ICUS may at any time compile, and make publicly available, market statistics. Any other confidential information received from IFUS may be made publicly available by the other Parties only with the prior express consent in each instance of IFUS.

12

13

Clause 13.1.1 shall apply for the duration of the reasonable effects of the Force Majeure Event, provided that the Affected Party complies with this clause 13.2. A Party unable to comply with its obligations as a result of a Force Majeure Event (the “Affected Party”) shall:

Upon the Insolvency of any Party, either of the other Parties may terminate this Agreement by notice to all Parties.

A Party may terminate this Agreement immediately (or at its option upon such period of notice as it may specify) by notice to the other Parties if:

14

At any time after the date of this Agreement, the Warehouse may terminate this Agreement on three months’ written notice to the other Parties; provided that notwithstanding such termination, this Agreement shall continue in effect until the earlier of (i) the date as of which all open interest in Digital Currency Contracts hereunder shall have expired or been extinguished in accordance with the terms thereof and (ii) the date that is one year following Warehouse’s notice of termination.

If on any date Intercontinental Exchange, Inc. or one of its subsidiaries ceases to be the owner of at least 20% of the equity units of Bakkt Holdings, LLC on a fully diluted and as converted basis, this Agreement shall terminate (if not otherwise earlier terminated in accordance with the terms hereof) on the 7^th anniversary of the occurrence of such event.

In relation to termination of this Agreement, the provisions to Schedule 7 (Exit Management) shall apply. Termination of this Agreement for any cause shall not release a Party from:

and for the avoidance of doubt, any Services which are provided after termination of this Agreement shall be provided in accordance with the terms of this Agreement.

Any notice, claim or demand in connection with or pursuant to this Agreement shall be in writing (each a “Notice”) and shall be deemed to be given if delivered or sent to the recipient at its address set out below or any other address notified to the sender by the recipient for the purposes of this Agreement.

Notices to IFUS:

Address: 55 E. 52^nd Street, New York, New York 10055

Marked for the attention of: General Counsel

E-mail: ***@***

15

Notices to ICUS:

Address: 55 E. 52^nd Street, New York, New York 10055

Marked for the attention of: Hester Serafini, President and COO

E-mail: ***@***

With a copy to:

Address: 55 E. 52^nd Street, New York, New York 10055

Marked for the attention of: Eamonn Hahessy, General Counsel

E-mail: ***@***

Notices to Warehouse:

Address: 55 E. 52^nd Street, New York, New York 10055

Marked for the attention of: Adam White, Chief Executive Officer

                                             Chris Michels, Director, Custody Operations

E-mail: ***@***

             ***@***

With a copy to:

5660 New Northside Drive, 3^rd Floor, Atlanta, Georgia 30328

Marked for the attention of: General Counsel

E-mail: ***@***

A Notice shall be in writing in English and may be sent by reputable courier, first class prepaid post or by electronic mail. A Notice shall be deemed to have been received at the time specified in the courier’s records if delivered by courier, at the time sent, if sent by electronic mail and on the second Business Day from the time of posting, if sent by first class post.

16

No failure of either Party to exercise, and no delay by it in exercising, any right, power or remedy in connection with this Agreement (each a “Right”) shall operate as a waiver of that Right, nor shall any single or partial exercise of any Right preclude any other or further exercise of that Right or the exercise of any other Right.

No amendment or modification of this Agreement shall be effective unless in writing and signed by or on behalf of each Party or made pursuant to Schedule 5.

No Party may assign, transfer, deal or create any interest whatsoever in any of its rights or obligations under this Agreement, whether in whole or in part, or purport to do any of the same, without the prior written consent of the other Parties. This Agreement shall bind, and inure to the benefit of, the parties and their authorized successors and assignees.

then that Party shall notify the sub-contracting Party and the sub-contracting Party shall, if it does not dispute the notice, address such concerns.

17

Each of the Parties shall, and shall use all reasonable endeavors to procure that any necessary third party shall, execute such documents and do such acts and things as the other Parties may reasonably require for the purpose of giving to the other Parties the full benefit of all the provisions of this Agreement.

If any provision of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, under any enactment or rule of law, such provision or part shall to that extent be deemed not to form part of this Agreement but the legality, validity and enforceability of the remainder of this Agreement shall not be affected.

Each Party shall bear all costs incurred by it in connection with the preparation, negotiation and entry into of this Agreement and any documents entered into pursuant to it.

Unless expressly provided to the contrary, a person who is not a party to this Agreement has no right to enforce or to enjoy the benefit of any term of this Agreement.

This Agreement and the documents to be entered into pursuant to it and all matters arising out of or relating thereto shall be governed by and shall be construed in accordance with the law of the State of New York (without reference to choice of law doctrine).

18

IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above.

Schedule 1A

IFUS Services

Throughout each Business Day, IFUS shall provide ICUS promptly with a full, complete and accurate record of all IFUS DC Transactions in machine readable form in accordance with IFUS’s and ICUS’s procedures.

IFUS shall provide reasonable co-operation in the testing of the Business Continuity Arrangements in accordance with paragraph 4 of Schedule 3 (Business Continuity Arrangements).

IFUS shall calculate and provide to ICUS and Warehouse all official quotations and market or exchange delivery settlement prices required by IFUS Rules or under ICUS Rules. In particular, IFUS shall each Business Day, at such times and in such manner as the Parties may from time

1-1

to time agree, notify ICUS and Warehouse of the price or value which properly and fairly represents the price or value of each Digital Currency the subject of a Current Contract at the time as at which such price or value is given.

Where an IFUS Contract is to be closed out under the IFUS Rules or the ICUS Rules, IFUS shall inform ICUS of the proposed close out price or premium (in the case of an Option) within 24 hours of being requested in writing by ICUS to do so.

1-2

Schedule 1B

ICUS Services

The ICUS Services shall be clearing and related services in respect of Digital Currency Contracts as set out in the ICUS Rules and this Agreement.

ICUS will receive from IFUS in machine readable form in accordance with IFUS’s and ICUS’s procedures the following information with respect to each IFUS DC Transaction:

ICUS, by accepting a Contract offered to it for clearance by or on behalf of a Clearing Member, shall assume, in the place of each Clearing Member that is a party to such Contract, all liabilities and obligations imposed thereby to the Clearing Member that is the other party thereto, to the extent provided in ICUS Rule 401, and shall succeed to and become vested with all rights and benefits accruing therefrom. Such assumption by ICUS shall terminate all liabilities and obligations of the Clearing Member whose Contract is so accepted to the other Clearing Member which was a party to such Contract. ICUS acceptance of a Contract shall be subject to the ICUS Rules.

The foregoing shall not prevent IFUS from setting margin or deposit requirements in respect of IFUS Contracts to be charged by IFUS Members to their clients (which may be greater than the amounts required by ICUS); provided that deposit requirements set by IFUS (or any alteration thereof) shall not be less than that required of Clearing Members by ICUS.

1-3

Without the prior written consent of IFUS, ICUS shall not:

ICUS will effect the transfer of positions between Clearing Members as and to the extent permitted by IFUS and ICUS.

1-4

ICUS shall not permit any Clearing Member which is not also an IFUS Member to be the Clearing Member for any Digital Currency Contract.

Before issuing a Default Notice to a Clearing Member or declaring a Clearing Member to be a Defaulter, ICUS shall take all steps as are reasonably practicable in the circumstances to consult with IFUS. ICUS shall notify IFUS as far in advance as practicable prior to issuing any Default Notice or declaring a Clearing Member to be a “Defaulter” under the ICUS Rules. ICUS shall have no obligation to consult with Warehouse prior to issuing a Default Notice or declaring a Clearing Member to be a Defaulter.

ICUS agrees to provide IFUS with the usual and customary reports relating to volume, open interest, cleared trades, trades not accepted for clearance, delivery, allocation activity and errors, and large trader, as are requested by IFUS. Such reports shall be full, complete and accurate. ICUS will provide regulatory reports as required by CFTC Regulations.

1-5

Schedule 1C

Warehouse Services

The Warehouse Services shall be warehouse, settlement and ancillary services relating to the Digital Currencies underlying Digital Currency Contracts as set out in the Warehouse Terms and this Agreement.

Warehouse shall establish and administer, on behalf of ICUS, a system of accounts (the “Warehouse Account System”, and each such account, a “Digital Currency Account”) on its books and records for the deposit of Digital Currency by Warehouse Participants in connection with Digital Currency Contracts and for the transfer of such Digital Currency among such accounts without use of an External Network. Warehouse shall upon request maintain one or more Digital Currency Accounts for each Warehouse Participant. The Warehouse Account System, and each Digital Currency Account, shall be used solely in connection with Digital Currency Contracts.

Warehouse will maintain the Warehouse Account System as establishing a single authoritative record from time to time of the Warehouse Participants on whose behalf Digital Currency is held through the Warehouse Account System (and the respective positions of such persons), including records identifying all Internal Transfers among the accounts of such persons and all External Transfers to or from the accounts of such persons. Warehouse shall be the sole person entitled to make, or make changes to, such records.

Upon Instructions from a Warehouse Participant, Warehouse shall accept External Transfers of Digital Currency from or on behalf of the Warehouse Participant for credit to its Digital Currency Account(s) in connection with the trading of Digital Currency Contracts.

On the last trading day of a Digital Currency Contract pursuant to automatic procedures agreed by the Parties, and at any time promptly upon the request of IFUS or ICUS, Warehouse shall verify to such Parties the balance of Digital Currency in a Digital Currency Account for purposes of determining whether the applicable Warehouse Participant (or its Clearing Member) has sufficient Digital Currency on deposit to settle a short position in such Digital Currency Contract in accordance with the IFUS Rules and ICUS Rules.

Warehouse shall make Transfers to or from a Warehouse Participant’s Account upon Instructions of ICUS, without further action or consent of the Warehouse Participant or any other person.

Solely upon Instructions of ICUS and without consent of any Warehouse Participant or any other person, Warehouse shall make Internal Transfers of Digital Currency between Digital Currency Accounts designated by Clearing Members under IFUS Rules to settle Digital

1-6

Currency delivery obligations under Digital Currency Contracts. Warehouse shall notify IFUS and ICUS of the completion of all such Internal Transfers (or of any failures thereof). The Warehouse Terms shall provide that any such Internal Transfer will be final as between the parties thereto at the time the Warehouse posts such debits and credits to the transferor’s and transferee’s Digital Currency Accounts.

Upon appropriate Instructions from or on behalf of a Warehouse Participant in accordance with applicable Security Procedures, Warehouse will make an External Transfer of Digital Currency from such Warehouse Participant’s Digital Currency Account.

Warehouse shall not effect or permit Transfers of Digital Currency to or from Digital Currency Accounts other than as set forth in this Agreement. Warehouse shall not maintain accounts for the holding of Digital Currency for other persons or for purposes other than in connection with Digital Currency Contracts. Warehouse shall not extend credit, make any advance of Digital Currency or allow any overdraft of Digital Currency to or for any person.

Warehouse shall procure that each Warehouse Participant shall agree to or otherwise be bound by the applicable Warehouse Terms in effect from time to time. Warehouse shall not adopt any Warehouse Terms without consent of the other Parties. Warehouse shall not amend any Warehouse Terms of which IFUS or ICUS is a third party beneficiary without the prior written consent of IFUS and/or ICUS, as applicable.

Warehouse shall not delegate any of its duties or functions with respect to the Warehouse Services or its other obligations hereunder to any other person without the prior written consent of the other Parties.

Warehouse shall provide the Warehouse Services in accordance with the Availability Performance Standards in Schedule 2, and such other service level arrangements as may be agreed by the Parties from time to time.

On or prior to the Effective Date, Warehouse shall provide (or cause to be provided) to ICUS a cash contribution equal to US$35 million (the “Warehouse ICUS Contribution”), which ICUS shall apply and maintain during the Term as the initial DC ICUS Contribution. Warehouse shall not be obligated to make any additional contribution in the event the DC ICUS Contribution is used or applied in accordance with the ICUS Rules, except as may be separately agreed by the Parties. The Warehouse ICUS Contribution shall not confer on Warehouse any equity, ownership or other interest in ICUS or other rights with respect to ICUS except as provided in this Clause 2.11 of Schedule 1C.

Upon termination of this Agreement and completion of the exit management steps set forth in Schedule 7, ICUS shall pay to Warehouse an amount equal to the Warehouse ICUS Contribution, less any amount thereof that has been previously used or applied from the DC ICUS Contribution in accordance with the ICUS Rules. ICUS shall not be obligated to pay to Warehouse any interest or other return on or with respect to its Warehouse ICUS Contribution.

1-7

Warehouse shall notify IFUS and ICUS upon becoming aware of any changes or other actions with respect to the underlying operating rules, protocols and standards for Digital Currency credited to Digital Currency Accounts (“Protocol Changes”), whether or not announced in advance, including a so-called hard fork, user activated soft fork, or other process that results in a division or split of Digital Currency into multiple, non-fungible assets, a swap, conversion or exchange of Digital Currency into or for another asset, a restriction on transfer of Digital Currency (including a so-called lock-up or freeze), or a so-called airdrop or other distribution of any asset to existing holders of Digital Currency, and Warehouse shall notify IFUS and ICUS in advance of any action proposed to be taken by Warehouse with respect to such Protocol Changes under the Warehouse Terms.

Warehouse shall maintain its holdings of Digital Currency credited to Digital Currency Accounts (and related security keys) and make Transfers of Digital Currency solely in accordance with its security procedures and protocols as in effect from time to time (“Security Procedures”). All Security Procedures (and proposed changes therein) shall be subject to review and approval by IFUS and ICUS.

(a) The operation of the Warehouse Account System, and the provision of the Warehouse Services, shall be subject to the supervision of IFUS, subject to the terms of this Agreement. Warehouse shall take such actions as may be reasonably requested by IFUS or ICUS in response to any request, inquiry, requirement or direction of the CFTC or any other Regulatory Authority with jurisdiction over IFUS or ICUS.

(b) Warehouse shall permit IFUS, and its directors, officers, representatives, auditors and professional advisors, upon reasonable notice and request, to have access to any site used or occupied by Warehouse in connection with the provision of the Warehouse Services and the facilities therein (including access to any records, files and computer systems), to have access to such directors, officers, employees and representatives of Warehouse as are reasonably requested in connection with the Warehouse Services, and to inspect and/or take copies of all accounts and records of Warehouse in connection with the Warehouse Services.

(c) Upon the request of IFUS, Warehouse shall (i) make itself available for meetings concerning the Warehouse Services with representatives of any Governmental Authority as requested by such Governmental Authority, (ii) provide representatives of any such Governmental Authority with access to its records, (iii) reduce information in its possession relating to the Warehouse Services held on computer into readily legible documentation as may be requested by any Governmental Authority, (iv) give any inspection team of any Governmental Authority access to any site used or occupied by Warehouse in connection with the provision of the Warehouse Services and facilities therein (including access to any records, files or computer systems) as the inspection team may reasonably require, (v) permit the representatives of any Governmental Authority to copy records of the Warehouse relating to the Warehouse Services, and (vi) respond cooperatively in respect of questions reasonably put to it by any Governmental Authority or its representatives.

Warehouse shall comply with the following obligations, in furtherance of the requirements applicable to Warehouse under the IFUS Rules:

1-8

(a) Warehouse shall provide annual audited financial statements to IFUS within 60 days of Warehouse’s fiscal year-end.

(b) Warehouse shall engage an independent certified public accountant to conduct a review and issue a SOC 1 Type II report, by a date to be agreed between IFUS and Warehouse. Warehouse shall provide a copy of the SOC 1 Type II report to the Exchange within 30 days of the completion of the report and remediate issues discovered by the review in a manner acceptable to IFUS.

(c) Warehouse shall maintain in effect business continuity, disaster recovery and security incident response plans. Warehouse shall test such plans on an annual basis. Warehouse shall provide the results of the testing performed to IFUS within 30 days of completion of the testing and remediate issues discovered by the testing in a manner acceptable to IFUS.

(d) Warehouse shall conduct internal and external penetration testing, with a scope and manner to be agreed between IFUS and Warehouse, on at least an annual basis. Warehouse shall provide the results of the testing to the Exchange within 30 days of the completion of the testing and remediate issues discovered by the testing in a manner acceptable to IFUS.

(e) Warehouse shall limit the maximum size of any individual warm wallet used for holding digital currency deposited by Warehouse Participants to $10 million, except as otherwise agreed among the Parties.

(f) Warehouse shall be contractually obligated to reimburse Warehouse Participants for losses of digital currency held in accounts of Warehouse Participants at Warehouse resulting solely from theft or Warehouse’s negligence, provided that such losses across all Warehouse Participants do not exceed $10 million per incident or $25 million in the aggregate for all such incidents in any calendar year. Such losses may be covered through insurance or Warehouse’s capital.

(g) Warehouse shall maintain a record of each deposit, transfer or withdrawal of Digital Currency to and from Digital Currency Accounts in connection with Digital Currency Contracts. Such records must be readily available for inspection by IFUS upon request, and must be maintained in electronic form acceptable to IFUS for a period of not less than 5 years from the date of the relevant transaction.

As used in this Schedule, the following terms shall have the indicated meanings:

“External Transfer” shall mean a transfer of an amount of Digital Currency using an External Network either (i) from a person or account outside of the Warehouse Account System to Warehouse for credit to a Digital Currency Account or (ii) from Warehouse by debit from a Digital Currency Account of a Warehouse Participant to an account or person outside of the Warehouse Account System.

“External Network” shall mean, with respect to a Digital Currency, the blockchain, distributed ledger or other network, whether public, permissioned or private (or any combination thereof), operated or used by one or more persons other than Warehouse for registering or recording holding or ownership of such Digital Currency and effecting or recording transfers of such Digital Currency between persons.

“Instructions” shall mean written or electronic communications actually received by Warehouse from an authorized person of a Warehouse Participant, IFUS or ICUS, as

1-9

applicable, effected by means of an electronic medium or system or method specified or approved by Warehouse as available for use in connection with the Warehouse Services.

“Internal Transfer” shall mean a transfer of Digital Currency within the Warehouse Account System from a Digital Currency Account of one Warehouse Participant to a Digital Currency Account of another Warehouse Participant by book-entry on the books and records of Warehouse, and without using an External Network.

“Transfer” shall mean an Internal Transfer or External Transfer, as applicable, of Digital Currency.

1-10

Schedule 2

Part I

Availability Performance Standards for Warehouse Services

2-1

2-2

Schedule 2

Part II

Incident Management Procedures

The Parties will follow Intercontinental Exchange, Inc.’s incident management policy and procedures as in effect from time to time.

2-3

Schedule 3

Business Continuity Arrangements

Each Party shall ensure that it has in place at all times appropriate business continuity arrangements, having regard to the nature of the Services and its regulatory status and ICE Group business continuity policies.

Business continuity arrangements shall include the provision of off-site continuity facilities at (a) separate location(s) from its main facilities so as to allow it to continue to provide the Services, subject only, in the circumstances giving rise to their use, to minor and reasonable interruptions.

Without prejudice to the terms of paragraph 1 above, each Party shall ensure that the Business Continuity Arrangements will enable it to continue providing all of its Services within 2 hours after the provision of any of them is disrupted by any event which for any reason wholly or partially interferes in a material way with its ability to provide the Services.

Each Party shall perform a test of its Business Continuity Arrangements as they affect the provision of its Services at least 2 times per year to ensure their effectiveness. As soon as practicable after carrying out every such test, it shall notify the results of the test to the other Parties.

3-1

Schedule 4

Revenue Allocation

Each of IFUS, ICUS and the Warehouse may establish from time to time its respective trading, clearing, delivery, warehouse and other fees and charges in connection with Digital Currency Contracts. The Parties will consult with each other as to such fees and charges, and IFUS and ICUS agree not to implement or change any such fees or charges without the prior written consent of Warehouse (which shall not be unreasonably withheld or delayed).

(a) In connection with the formation of Warehouse, certain affiliates of IFUS and ICUS have agreed to cause certain assets to be contributed to Warehouse and cause certain services to be provided to Warehouse by IFUS, ICUS and other affiliates of IFUS and ICUS. In furtherance of the foregoing contributions and the arrangements entered into among IFUS, ICUS and such affiliates, the Parties agree that all revenues of IFUS and ICUS with respect to the trading and clearing, respectively, of Digital Currency Contracts, after deduction of any applicable rebates, fees owed to market-makers or liquidity providers, or similar incentives with respect to IFUS’s and ICUS’s respective fees and charges in connection with such contracts (collectively, “Digital Currency Trading/Clearing Revenue”) shall be for the account of the Warehouse. Each of IFUS and ICUS shall provide reasonable documentation to Warehouse of the amount of such Digital Currency Trading/Clearing Revenue. For the avoidance of doubt, Digital Currency Trading/Clearing Revenue shall not include any revenues from fees for transaction data or other market data or application programming interface or similar connectivity fees (whether or not relating to Digital Currency Contracts) received by IFUS or ICUS or any of their affiliates.

(b) Within 45 days of the end of the calendar quarter (or such other date as the Parties may agree), each of IFUS and ICUS shall pay to Warehouse its Digital Currency Trading/Clearing Revenue, if positive, for the preceding calendar quarter. In the event the Digital Currency Trading/Clearing Revenue of IFUS or ICUS for the preceding calendar quarter is negative (as a result of deduction of rebates, fees and incentives as described in paragraph (a) above), Warehouse shall pay the shortfall to IFUS or ICUS, as the case may be, by such date. For the avoidance of doubt, neither IFUS nor ICUS shall be responsible for paying the Digital Currency Trading/Clearing Revenue of the other.

(a) The Parties agree that (1) revenue from fees for transaction data and other market data relating solely to Digital Currency Contracts that is made available by IFUS or any of its affiliates to subscribers on a stand-alone basis (“Stand-Alone Digital Currency Data Revenue”) and (2) revenue from fees for transaction data and other market data in connection with data feeds or offerings that make available data relating to both Digital Currency Contracts and other IFUS products (“Combined Feeds”), solely to the extent such revenue from Combined Feeds is demonstrably attributable to Warehouse (“Warehouse Combined Data Revenue”), shall be for the account of Warehouse. Revenue from Combined Feeds that is not Warehouse Combined Data Revenue shall be for the account of IFUS. IFUS shall provide reasonable documentation to Warehouse of the amount of Stand-Alone Digital Currency Data Revenue and Warehouse Combined Data Revenue for each calendar quarter.

4-1

(b) Within 45 days of the end of the calendar quarter (or such other date as the Parties may agree), IFUS shall pay (or cause to be paid) to Warehouse the Stand-Alone Digital Currency Data Revenue and Warehouse Combined Data Revenue, if any, for the preceding calendar quarter.

4-2

Schedule 5

Change Control

Within five Business Days after a Party (the “Proposing Party”) notifies the other Parties (the “Receiving Parties”) of a proposal for a Change, IFUS, ICUS and Warehouse shall discuss the relevant Change to agree whether they can proceed further with the proposed Change or wish to abandon the proposed Change.

If the Parties agree to proceed further with a Change following discussions under paragraph 1 above, then the Proposing Party will prepare and submit to the Receiving Parties a document (a “Change Control Notification”) which reflects substantially all relevant details of the Change and describes the matters that require to be agreed formally by the Parties in respect of that Change.

Each Change Control Notification shall take the form as agreed from time to time between the Parties and shall contain:

In respect of each Change Control Notification, the Receiving Parties will, within the period of its validity, evaluate the Change Control Notification and, as appropriate:

5-1

5-2

Schedule 6

Relationship Management

6-1

6-2

Schedule 7

Exit Management

The Parties shall prepare an exit management plan to facilitate the provision of replacement Services upon termination of this Agreement. The plan shall address the following:

(i) commencement of trading and clearing in Digital Currency Contracts by another designated contract market and derivatives clearing organization operated by a subsidiary of Bakkt Holdings, LLC (“New Trading/Clearing Providers”), including transfer of open interest in Digital Currency Contracts from IFUS and ICUS to New Trading/Clearing Providers;

(ii) those contracts and agreements, if any, of IFUS and ICUS with third-party service providers in connection with the trading and clearing of Digital Currency Contracts that are to be transferred to New Trading/Clearing Providers;

(iii) that tangible equipment (if any) of IFUS or ICUS used exclusively in the provision of the Services that is to be transferred to New Trading/Clearing Providers;

(iii) those data, information, reports, messages, files and the like (in whatever format) that have been created or collected by IFUS or ICUS in connection with the trading and clearing of the Digital Currency Contracts that is to be transferred or made available to New Trading/Clearing Providers;

(iv) the date and time of the transition of trading and clearing to New Trading/Clearing Providers;

(v) separation of open interest in Digital Currency Contracts to be transferred as described in (i) above from open interest in any new contracts relating to digital currency that may be listed by IFUS and ICUS for trading and clearing following termination of this Agreement, during the transition period; and

(vi) other measures necessary to ensure an orderly migration of trading and clearing in Digital Currency Contracts to New Trading/Clearing Providers.

7-1

Schedule 8

Information Technology and Data Protection

The following provisions are without prejudice to and shall not limit any applicable requirements under Schedule 1 or Schedule 2.

Each Party will, to the extent to which it stores or processes monetary amounts or currency-related data, conduct any relevant currency conversions in accordance with Applicable Laws.

Each Party shall, and shall procure that its sub-contractors shall, keep the resources (including the hardware and software) used in providing its respective Services at a technological level that is comparable with the level of technological advancement generally being used by it in relation to any other exchanges or markets, or other customers, for which it provides services.

Each Party shall procure that its relevant systems used in providing the Services, including in the case of the Warehouse the Warehouse Account System, continue to be supported for the Term, unless otherwise agreed in writing with the other Parties.

8-1

In connection with the subject matter of this Agreement, the Parties shall comply with all Applicable Laws relating to data protection and any notifications or registrations made by the Parties under such Applicable Laws.

8-2

September 11, 2019

Mr. Adam White, Chief Executive Officer

Bakkt Trust Company LLC

55 East 52^nd Street

New York, N.Y. 10055

Mr. Adam White, Chief Operating Officer

Bakkt Holdings, LLC

5660 New Northside Dr.

Atlanta, GA 30328

Trabue Bland, President

ICE Futures U.S., Inc.

55 East 52^nd Street

New York, N.Y. 10055

Dear Mr. White & Mr. Bland:

This letter agreement, made as of September 11, 2019 (“Agreement”), supplements the Digital Currency Trading, Clearing and Warehouse Services Agreement between ICE Futures U.S., Inc. (“IFUS”), ICE Clear US, Inc. (“ICUS”) and Bakkt Trust Company LLC (“Warehouse”), dated August 29, 2019 (“Warehouse Services Agreement”).¹

Notwithstanding anything to the contrary in the Warehouse Services Agreement and, in particular, Clause 2.11 of Schedule 1C thereto, the parties agree that:

1.     The Warehouse ICUS Contribution shall be accompanied by an additional cash amount equal to 1% of the amount thereof stated in the Warehouse Services Agreement. That additional amount shall not constitute part of the DC ICUS Contribution. It shall, however, be deemed to be part of the Warehouse ICUS Contribution for the purposes of this Agreement and the second paragraph of Clause 2.11 of Schedule 1C of the Warehouse Services Agreement.

2.     The Warehouse ICUS Contribution will be held in a bank approved for the purpose by ICUS. ICUS shall have the sole right to withdraw cash from such account or accounts. ICUS may invest the Warehouse ICUS Contribution in securities which are Government Securities and other securities, and sell or dispose of any such investments, in accordance with ICUS’s investment policies and applicable law, and may engage in repurchase transactions with any cash or securities on deposit. Any interest, capital gain or other income earned on cash and/or any such investments in securities (collectively, “Return””) shall be credited to Warehouse (minus a fee and any costs or expenses incurred by ICUS to generate such Return (collectively, “Fee”)). The Fee shall be commensurate with, and determined on the same basis as, the analogous fee applied to the return credited to IFUS for its Listing Exchange Contribution.

3.         If the Warehouse ICUS Contribution or any part thereof is lost as a result of the insolvency of any bank or other depository, embezzlement, defalcation or any reason other than use in accordance with ICUS Rule 302, such loss may, in the discretion of the Board of Directors of ICUS (“Board”), be restored by application of the following sources of funds in the order listed (each such source to be fully utilized before the next following source is applied):

(i) such portion, if any, of the surplus of ICUS as the Board determines to be available for such purpose; and

(ii) an assessment levied by ICUS upon Warehouse, which assessment shall be paid to ICUS at such time and in such manner as the Board may specify.

4.         In the event that the Warehouse ICUS Contribution or any part thereof shall have been applied in accordance with ICUS Rule 302, or lost as described in Clause 3 of this Agreement, and ICUS shall thereafter recover any amount so lost from any Person liable therefor, an amount of such recovery (after deducting any expenses, including without limitation legal fees and expenses incurred in connection therewith), equal to but not greater than any assessment levied pursuant to Clause 3(ii) of this Agreement, shall be paid to Warehouse.

5.         Notwithstanding anything to the contrary herein (but subject to Clause 3 of this Agreement), ICUS shall not be liable if the Warehouse ICUS Contribution or any part thereof is lost or decreases in value as a result of: (A) the insolvency or failure of any bank or other depository or third party settlement system; (B) embezzlement, defalcation or theft by any person (other than ICUS or its Directors, officers, employees or representatives); or (C) any other reason other than use pursuant to the ICUS Rules. Nothing in this Clause 5 will limit any liability of ICUS for its own gross negligence or willful misconduct.

6.         In the event of any application of the Warehouse ICUS Contribution pursuant to ICUS Rule 302, Bakkt Holdings, LLC shall restore the Warehouse ICUS Contribution to the required level on ICUS’s demand (a “Warehouse Replenishment”); provided that (i) a Warehouse Replenishment required as a result of the application of the Warehouse ICUS Contribution with respect to a particular Monetary Default shall not be applied to further losses from that Monetary Default; (ii) during a Warehouse Cooling-off Period, Bakkt Holdings, LLC shall not be required to provide Warehouse Replenishments in the aggregate in excess of 550% of the Warehouse ICUS Contribution, regardless of how many Monetary Defaults occur during that Warehouse Cooling-off Period; and (iii) Bakkt Holdings, LLC shall not be required to restore the Warehouse ICUS Contribution following the return of the Warehouse ICUS Contribution in accordance with the Warehouse Services Agreement.

As used in this Clause 6:

“Warehouse Cooling-off Period” means the period commencing on the date of a Warehouse Cooling-off Period Trigger Event and terminating 30 Business Days thereafter; provided that a Warehouse Cooling-off Period shall be automatically extended if a subsequent Warehouse Cooling-off Period Trigger Event occurs 30 or fewer Business Days after the previous Warehouse Cooling-off Period Trigger Event, in which case the Warehouse Cooling-off Period will be extended until the date falling 30 Business Days after such subsequent Warehouse Cooling-off Period Trigger Event.

“Warehouse Cooling-off Period Trigger Event” means (i) any full utilization of the Warehouse ICUS Contribution pursuant to ICUS Rule 302 arising from a Monetary Default or Monetary Defaults; or (ii) the occurrence of circumstances in which there have been two or more utilizations of the Warehouse ICUS Contribution pursuant to ICUS Rule 302 as a result of Monetary Defaults within a period of 30 or fewer Business Days, in which the total amount applied is at least equal to the Warehouse ICUS Contribution.

7.         Expect as expressly modified hereby, the Warehouse Services Agreement shall remain in full force and effect in accordance with its terms, and is all respects ratified and confirmed by the parties hereto. For the avoidance of doubt, Bakkt Holdings, LLC is not a party to the Warehouse Services Agreement except, solely for the purposes of, and to the extent set forth in, this Agreement.

By signing below, you acknowledge and agree to the terms of this Agreement

Sincerely,

/s/ Hester Serafini

Hester Serafini

President and COO, ICE Clear US, Inc.

AMENDMENT NO. 1 TO

DIGITAL CURRENCY TRADING, CLEARING AND WAREHOUSE SERVICES AGREEMENT

This agreement (hereafter referred to as “Amendment No.1”), dated December 5, 2019, is entered into by and among ICE Futures U.S., Inc., a Delaware corporation, ICE Clear U.S., Inc., a New York corporation, and Bakkt Trust Company LLC, a New York limited purpose limited liability trust company.

WHEREAS, the Parties entered into that certain Digital Currency Trading, Clearing and Warehouse Services Agreement dated August 29, 2019 to provide trading, clearing and warehouse services with respect to Digital Currency Contracts (such agreement being referred to hereafter as the “Triparty Services Agreement”); and

WHEREAS, the Parties desire to amend the Triparty Services Agreement to authorize the Warehouse to conduct certain business development and marketing activities with respect to Digital Currency Contracts and to use Transaction Data for such purpose in accordance with the confidentiality provisions of the Triparty Services Agreement and applicable restrictions of the IFUS Rules;

NOW, THEREFORE, in consideration of the mutual covenants contained in this Amendment No.1, the Parties hereby agree as follows:

1. Amendment of Triparty Services Agreement. The Parties agree that Schedule 1C of the Triparty Services Agreement shall be deleted and replaced in its entirety with Schedule 1C attached hereto, which has been updated to add a new Section 2.13 and conform Section 5(a) to the IFUS Rules.

2. Definitions. Any capitalized term(s) or phrases used but not defined herein shall have the meaning ascribed to such term(s) in the Triparty Services Agreement.

3. Representations and Warranties. Each Party to this Amendment No. 1 represents and warrants to each other Party that:

(a) it has the power to execute and deliver this Amendment No. 1 and to perform its obligations hereunder, and has taken all necessary action to authorize such execution, delivery and performance;

(b) the individual executing and delivering this Amendment No. 1 is duly empowered and authorized to do so and has duly executed and delivered this Amendment;

(c) such execution, delivery and performance do not violate or conflict with law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any contractual restriction binding on or affecting it.

4. Counterparts. This Amendment No. 1 may be signed in counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same instrument.

5. Interpretation. Except as otherwise set forth herein, the Triparty Services Agreement shall remain in full force and effect. In the event of a conflict between this Amendment No. 1 and the Triparty Services Agreement, this Amendment No. 1 shall prevail.

IN WITNESS WHEREOF, the Parties have executed this Amendment No. 1 to the Triparty Services Agreement as of the date first set forth above.

ICE FUTURES U.S., INC.

ICE CLEAR U.S., INC.

BAKKT TRUST COMPANY LLC

Schedule 1C

Warehouse Services

The Warehouse Services shall be warehouse, settlement and ancillary services relating to the Digital Currencies underlying Digital Currency Contracts as set out in the Warehouse Terms and this Agreement.

Warehouse shall establish and administer, on behalf of ICUS, a system of accounts (the “Warehouse Account System”, and each such account, a “Digital Currency Account”) on its books and records for the deposit of Digital Currency by Warehouse Participants in connection with Digital Currency Contracts and for the transfer of such Digital Currency among such accounts without use of an External Network. Warehouse shall upon request maintain one or more Digital Currency Accounts for each Warehouse Participant. The Warehouse Account System, and each Digital Currency Account, shall be used solely in connection with Digital Currency Contracts.

Warehouse will maintain the Warehouse Account System as establishing a single authoritative record from time to time of the Warehouse Participants on whose behalf Digital Currency is held through the Warehouse Account System (and the respective positions of such persons), including records identifying all Internal Transfers among the accounts of such persons and all External Transfers to or from the accounts of such persons. Warehouse shall be the sole person entitled to make, or make changes to, such records.

Upon Instructions from a Warehouse Participant, Warehouse shall accept External Transfers of Digital Currency from or on behalf of the Warehouse Participant for credit to its Digital Currency Account(s) in connection with the trading of Digital Currency Contracts.

On the last trading day of a Digital Currency Contract pursuant to automatic procedures agreed by the Parties, and at any time promptly upon the request of IFUS or ICUS, Warehouse shall verify to such Parties the balance of Digital Currency in a Digital Currency Account for purposes of determining whether the applicable Warehouse Participant (or its Clearing Member) has sufficient Digital Currency on deposit to settle a short position in such Digital Currency Contract in accordance with the IFUS Rules and ICUS Rules.

Warehouse shall make Transfers to or from a Warehouse Participant’s Account upon Instructions of ICUS, without further action or consent of the Warehouse Participant or any other person.

Solely upon Instructions of ICUS and without consent of any Warehouse Participant or any other

person, Warehouse shall make Internal Transfers of Digital Currency between Digital Currency Accounts designated by Clearing Members under IFUS Rules to settle Digital Currency delivery obligations under Digital Currency Contracts. Warehouse shall notify IFUS and ICUS of the completion of all such Internal Transfers (or of any failures thereof). The Warehouse Terms shall provide that any such Internal Transfer will be final as between the parties thereto at the time the Warehouse posts such debits and credits to the transferor’s and transferee’s Digital Currency Accounts.

Upon appropriate Instructions from or on behalf of a Warehouse Participant in accordance with applicable Security Procedures, Warehouse will make an External Transfer of Digital Currency from such Warehouse Participant’s Digital Currency Account.

Warehouse shall not effect or permit Transfers of Digital Currency to or from Digital Currency Accounts other than as set forth in this Agreement. Warehouse shall not maintain accounts for the holding of Digital Currency for other persons or for purposes other than in connection with Digital Currency Contracts. Warehouse shall not extend credit, make any advance of Digital Currency or allow any overdraft of Digital Currency to or for any person.

Warehouse shall procure that each Warehouse Participant shall agree to or otherwise be bound by the applicable Warehouse Terms in effect from time to time. Warehouse shall not adopt any Warehouse Terms without consent of the other Parties. Warehouse shall not amend any Warehouse Terms of which IFUS or ICUS is a third party beneficiary without the prior written consent of IFUS and/or ICUS, as applicable.

Warehouse shall not delegate any of its duties or functions with respect to the Warehouse Services or its other obligations hereunder to any other person without the prior written consent of the other Parties.

Warehouse shall provide the Warehouse Services in accordance with the Availability Performance Standards in Schedule 2, and such other service level arrangements as may be agreed by the Parties from time to time.

On or prior to the Effective Date, Warehouse shall provide (or cause to be provided) to ICUS a cash contribution equal to US$35 million (the “Warehouse ICUS Contribution”), which ICUS shall apply and maintain during the Term as the initial DC ICUS Contribution. Warehouse shall not be obligated to make any additional contribution in the event the DC ICUS Contribution is used or applied in accordance with the ICUS Rules, except as may be separately agreed by the Parties. The Warehouse ICUS Contribution shall not confer on Warehouse any equity, ownership or other interest in ICUS or other rights with respect to ICUS except as provided in this Clause 2.11 of Schedule 1C.

Upon termination of this Agreement and completion of the exit management steps set forth in Schedule 7, ICUS shall pay to Warehouse an amount equal to the Warehouse ICUS Contribution, less any amount thereof that has been previously used or applied from the DC ICUS Contribution in accordance with the ICUS Rules. ICUS shall not be obligated to pay to Warehouse any interest or other return on or with respect to its Warehouse ICUS Contribution.

Warehouse shall notify IFUS and ICUS upon becoming aware of any changes or other actions with respect to the underlying operating rules, protocols and standards for Digital Currency credited to Digital Currency Accounts (“Protocol Changes”), whether or not announced in advance, including a so-called hard fork, user activated soft fork, or other process that results in a division or split of Digital Currency into multiple, non fungible assets, a swap, conversion or exchange of Digital Currency into or for another asset, a restriction on transfer of Digital Currency (including a so-called lock-up or freeze), or a so-called airdrop or other distribution of any asset to existing holders of Digital Currency, and Warehouse shall notify IFUS and ICUS in advance of any action proposed to be taken by Warehouse with respect to such Protocol Changes under the Warehouse Terms.

Warehouse and its affiliates that are subsidiaries of Bakkt Holdings, LLC may, subject to any direction of IFUS, engage in business development and marketing activities with respect to Digital Currency Contracts traded by IFUS pursuant to this Agreement, and Warehouse may use Transaction Data for such purposes pursuant to and in accordance with Section 11.4.1 and 11.4.2 of this Agreement; provided that, consistent with the requirements of IFUS Rule 6.50 and IFUS Chapter 22- Standing Resolution 8, Warehouse shall not be entitled to use for such purpose any proprietary data or personal information collected or received by IFUS for the purpose of fulfilling regulatory obligations.

Warehouse shall maintain its holdings of Digital Currency credited to Digital Currency Accounts (and related security keys) and make Transfers of Digital Currency solely in accordance with its security procedures and protocols as in effect from time to time (“Security Procedures”). All Security Procedures (and proposed changes therein) shall be subject to review and approval by IFUS and ICUS.

(a) The operation of the Warehouse Account System, and the provision of the Warehouse Services, shall be subject to the supervision of IFUS, subject to the terms of this Agreement. Warehouse shall take such actions as may be reasonably requested by IFUS or ICUS in response to any request, inquiry, requirement or direction of the CFTC or any other Regulatory Authority with jurisdiction over IFUS or ICUS.

(b) Warehouse shall permit IFUS, and its directors, officers, representatives, auditors and professional advisors, upon reasonable notice and request, to have access to any site used or occupied by Warehouse in connection with the provision of the Warehouse Services and the facilities therein (including access to any records, files and computer systems), to have access to such directors, officers, employees and representatives of Warehouse as are reasonably requested in connection with the Warehouse Services, and to inspect and/or take copies of all accounts and records of Warehouse in connection with the Warehouse Services.

(c) Upon the request of IFUS, Warehouse shall (i) make itself available for meetings concerning the Warehouse Services with representatives of any Governmental Authority as requested by such Governmental Authority, (ii) provide representatives of any such Governmental Authority with access to its records, (iii) reduce information in its possession relating to the Warehouse Services held on computer into readily legible documentation as may be requested by any Governmental Authority, (iv) give any inspection team of any Governmental Authority access to any site used or occupied by Warehouse in connection with the provision of the Warehouse Services and facilities therein (including access to any records, files or computer systems) as the inspection team may reasonably require, (v) permit the representatives of any Governmental Authority to copy records of the Warehouse relating to the Warehouse Services, and (vi) respond cooperatively in respect of questions reasonably put to it by any Governmental Authority or its representatives.

Warehouse shall comply with the following obligations, in furtherance of the requirements applicable to Warehouse under the IFUS Rules:

(a) Warehouse shall provide annual audited financial statements to IFUS within 60 days of Warehouse’s fiscal year-end (or such other period as the Exchange may specify).

(b) Warehouse shall engage an independent certified public accountant to conduct a review and issue a SOC 1 Type II report, by a date to be agreed between IFUS and Warehouse. Warehouse shall provide a copy of the SOC 1 Type II report to the Exchange within 30 days of the completion of the report and remediate issues discovered by the review in a manner acceptable to IFUS.

(c) Warehouse shall maintain in effect business continuity, disaster recovery and security incident response plans. Warehouse shall test such plans on an annual basis. Warehouse shall provide the results of the testing performed to IFUS within 30 days of completion of the testing and remediate issues discovered by the testing in a manner acceptable to IF US.

(d) Warehouse shall conduct internal and external penetration testing, with a scope and manner to be agreed between IFUS and Warehouse, on at least an annual basis. Warehouse shall provide the results of the testing to the Exchange within 30 days of the completion of the testing and remediate issues discovered by the testing in a manner acceptable to IFUS.

(e) Warehouse shall limit the maximum size of any individual warm wallet used for holding digital currency deposited by Warehouse Participants to $10 million, except as otherwise agreed among the Parties.

(f) Warehouse shall be contractually obligated to reimburse Warehouse Participants for losses of digital currency held in accounts of Warehouse Participants at Warehouse resulting solely from theft or Warehouse’s negligence, provided that such losses across all Warehouse Participants do not exceed $10 million per incident or $25 million in the aggregate for all such incidents in any calendar year. Such losses may be covered through insurance or Warehouse’s capital.

(g) Warehouse shall maintain a record of each deposit, transfer or withdrawal of Digital Currency to and from Digital Currency Accounts in connection with Digital Currency Contracts. Such records must be readily available for inspection by IFUS upon request, and must be maintained in electronic form acceptable to IFUS for a period of not less than 5 years from the date of the relevant transaction.

As used in this Schedule, the following terms shall have the indicated meanings:

“External Transfer” shall mean a transfer of an amount of Digital Currency using an External Network either (i) from a person or account outside of the Warehouse Account System to Warehouse for credit to a Digital Currency Account or (ii) from Warehouse by debit from a Digital Currency Account of a Warehouse Participant to an account or person outside of the Warehouse Account System.

“External Network” shall mean, with respect to a Digital Currency, the blockchain, distributed ledger or other network, whether public, permissioned or private (or any combination thereof), operated or used by one or more persons other than Warehouse for registering or recording holding or ownership of such Digital Currency and effecting or recording transfers of such Digital Currency between persons.

“Instructions” shall mean written or electronic communications actually received by Warehouse from an authorized person of a Warehouse Participant, IFUS or ICUS, as applicable, effected by means of an electronic medium or system or method specified or approved by Warehouse as available for use in connection with the Warehouse Services.

“Internal Transfer” shall mean a transfer of Digital Currency within the Warehouse Account System from a Digital Currency Account of one Warehouse Participant to a Digital Currency Account of another Warehouse Participant by book-entry on the books and records of Warehouse, and without using an External Network.

“Transfer” shall mean an Internal Transfer or External Transfer, as applicable, of Digital Currency.

AMENDMENT NO. 2 TO

DIGITAL CURRENCY TRADING, CLEARING AND WAREHOUSE SERVICES AGREEMENT

This amendment (hereafter referred to as “Amendment No. 2”), dated July 14, 2020, is entered into by and among ICE Futures U.S., Inc., a Delaware corporation, ICE Clear U.S., Inc., a New York corporation, and Bakkt Trust Company LLC, a New York limited purpose limited liability trust company.

WHEREAS, the Parties entered into that certain Digital Currency Trading, Clearing and Warehouse Services Agreement dated August 29, 2019, as amended by Amendment No. 1 thereto dated December 5, 2019, to provide trading, clearing and warehouse services with respect to Digital Currency Contracts (such agreement, as so amended, being referred to hereafter as the “Triparty Services Agreement”); and

WHEREAS, the Parties desire to amend the Triparty Services Agreement to clarify the ability of the Warehouse to conduct certain business activities unrelated to Digital Currency Contracts;

NOW, THEREFORE, in consideration of the mutual covenants contained in this Amendment No. 2, the Parties hereby agree as follows:

1. Definitions. Any capitalized terms or phrases used but not defined herein shall have the meaning ascribed to such terms or phrases in the Triparty Services Agreement.

2. Amendment of Triparty Services Agreement. The Parties agree that Paragraph 2.7 of Schedule 1C of the Triparty Services Agreement shall be deleted and replaced in its entirety with the following:

“2.7 No Other Transfers or Uses of Accounts; Other Custodial Activities

Warehouse shall not effect or permit Transfers of Digital Currency to or from Digital Currency Accounts other than as set forth in this Agreement. Warehouse shall not extend credit, make any advance of Digital Currency or allow any overdraft of Digital Currency to or for any person in connection with Digital Currency Contracts or Digital Currency Accounts. For the avoidance of doubt, nothing in this Agreement will be deemed to preclude or restrict Warehouse from providing custodial or related services with respect to Digital Currency or other assets other than in connection with Digital Currency Contracts, subject to Paragraph 4.1 of this Agreement.”

3. Representations and Warranties. Each Party to this Amendment No. 2 represents and warrants to each other Party that:

(a) it has the power to execute and deliver this Amendment No. 2 and to perform its obligations hereunder, and has taken all necessary action to authorize such execution, delivery and performance;

(b) the individual executing and delivering this Amendment No. 2 is duly empowered and authorized to do so and has duly executed and delivered this Amendment;

(c) such execution, delivery and performance do not violate or conflict with law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any contractual restriction binding on or affecting it.

4. Counterparts. This Amendment No. 2 may be signed in counterparts (including by electronic means), each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same instrument.

5. Interpretation. Except as otherwise set forth herein, the Triparty Services Agreement shall remain in full force and effect. In the event of a conflict between this Amendment No. 2 and the Triparty Services Agreement, this Amendment No. 2 shall prevail.

IN WITNESS WHEREOF, the Parties have executed this Amendment No. 2 to the Triparty Services Agreement as of the date first set forth above.

2

AMENDMENT NO. 3 TO

DIGITAL CURRENCY TRADING, CLEARING AND WAREHOUSE SERVICES AGREEMENT

This amendment (hereafter referred to as “Amendment No. 3”), dated and effective as of February 3, 2021 (the “Amendment Effective Date”), is entered into by and among ICE Futures U.S., Inc., a Delaware corporation, ICE Clear U.S., Inc., a New York corporation, and Bakkt Trust Company LLC, a New York limited purpose limited liability trust company.

WHEREAS, the Parties entered into that certain Digital Currency Trading, Clearing and Warehouse Services Agreement, dated August 29, 2019, as amended by (i) the letter agreement dated September 11, 2019 (the “Letter Agreement”), (ii) the Amendment No. 1 thereto dated December 5, 2019, and (iii) the Amendment No. 2 thereto dated July 14, 2020, to provide trading, clearing and warehouse services with respect to Digital Currency Contracts (such agreement, as so amended, being referred to hereafter as the “Triparty Services Agreement”); and

WHEREAS, the Parties desire to amend the Triparty Services Agreement to reduce the amount of the Warehouse ICUS Contribution, as further provided herein;

NOW, THEREFORE, in consideration of the mutual covenants contained in this Amendment No. 3, the Parties hereby agree as follows:

1. Definitions. Any capitalized terms or phrases used but not defined herein shall have the meaning ascribed to such terms or phrases in the Triparty Services Agreement.

2. Amendment of Triparty Services Agreement. The Triparty Services Agreement shall be amended as follows:

(a) The Warehouse ICUS Contribution referenced in Paragraph 2.11 of Schedule 1C of the Triparty Services Agreement shall, effective as of the Amendment Effective Date, be reduced to USD $15 million, and the DC ICUS Contribution, referenced in Paragraph 2.4.1 of Schedule 1B of the Triparty Services Agreement, shall be similarly adjusted to USD $15 million.

(b) The “additional cash amount” referred to in paragraph 1 of the Letter Agreement shall accordingly be reduced to 1% of the amended Warehouse ICUS Contribution, or USD $150,000.

(c) In furtherance of the foregoing, ICUS shall return to Warehouse the sum of USD $20,200,000 within two business days of the Amendment Effective Date.

3. Representations and Warranties. Each Party to this Amendment No. 3 represents and warrants to each other Party that:

(a) it has the power to execute and deliver this Amendment No. 3 and to perform its obligations hereunder, and has taken all necessary action to authorize such execution, delivery and performance;

(b) the individual executing and delivering this Amendment No. 3 is duly empowered and authorized to do so and has duly executed and delivered this Amendment;

(c) such execution, delivery and performance do not violate or conflict with law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any contractual restriction binding on or affecting it.

4. Counterparts. This Amendment No. 3 may be signed in counterparts (including by electronic means), each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same instrument.

5. Interpretation. Except as otherwise set forth herein, the Triparty Services Agreement shall remain in full force and effect. In the event of a conflict between this Amendment No. 3 and the Triparty Services Agreement, this Amendment No. 3 shall prevail.

(signatures appear on next page)

2

IN WITNESS WHEREOF, the Parties have executed this Amendment No. 3 to the Triparty Services Agreement as of the date first set forth above.

3