NASDAQ Global Subscriber Agreement INSTRUCTIONS

Overview

Distributors are required to qualify each Subscriber that receives NASDAQ data via a controlled product or

uncontrolled product that is reported as billable products by the Distributor, according to:



Section 8 of the NASDAQ Global Data Agreement - Terms andConditions

Section 8 of the NASDAQ Canada Data Agreement - Terms andConditions

Note, NASDAQ reserves the right to modify these requirements upon notice to the Distributor.

Distributor must administer a NASDAQ Global Subscriber Agreement or equivalent to each Subscriber -

subscriber firms or individual subscribers. NASDAQ will not administer this agreement or equivalent to a

Distributor’s customers. Distributors must have the ability to provide NASDAQ with a report detailing the name

of each Subscriber included under each account. If the Distributor will report Non-Professional Subscribers, then

the Distributor must have the ability to provide NASDAQ with a report detailing each Subscriber's respective

status: Professional or Non-Professional.

The NASDAQ Agreements specify that Distributors must administer Subscriber Agreements to all Subscribers; if

a Distributor opts not to administer a Subscriber Agreement, then Distributor is required to indemnify NASDAQ

in the event of a Claim. (Notwithstanding the foregoing, NASDAQ does not require Distributors to administer

Subscriber Agreements for the following services: Voice Port, Cable Television, Real-Time Index and NASDAQ

Fund Network.)

Administration Options

Distributors have four options to administer the NASDAQ Global Subscriber Agreement or equivalent:

ADMINISTRATION OPTIONS for the NASDAQ Global Subscriber Agreement

Distributor administers its own agreement to Subscribers

as an equivalent to the NASDAQ Global Subscriber

Agreement.

1. Distributor Indemnification

2. Incorporation by Reference

3. On-Line Subscriber Agreement

Distributor adds specific language into the Distributor’s

own agreement with the Subscriber. Submission of a

sample copy of the Distributor’s Agreement is required.

Distributor offers the agreement via the internet.

Submission of a sample copy of the online version of the

Agreement is required.

Distributor provides Subscriber with a paper copy of the

NASDAQ Global Subscriber Agreement. Distributor

retains executed originals, but does not submit

Agreements to NASDAQ.

4. Hard Copy Subscriber Agreement

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NASDAQ Global Subscriber Agreement INSTRUCTIONS

Non-Professional Qualification

NASDAQ provides guidance on the definitions and policies related to the Non-Professional status of

Subscribers that are recipients of U.S. Information. The reduced Non-Professional rates only apply to

individuals signing the NASDAQ Global Subscriber Agreement and, in general, may not be applied to

organizations executing the NASDAQ Global Subscriber Agreement. Please see N on -Professional Guidance

–

Organizations section of this document.

To qualify for the Non-Professional rate for U.S. data products, an individual Subscriber must be able to answer

"

NO" to all of the following questions. If the Subscriber can answer "YES" to any of these questions, NASDAQ

considers the Subscriber to be Professional and ineligible for the Non-Professionalrate.

Question regarding

US Information

Discussion

Is the NASDAQ Global

Subscriber Agreement or

Because a Non-Professional Subscriber must be a natural person, the NASDAQ Global

Subscriber Agreement or equivalent must be signed by an individual. If the NASDAQ

equivalent signed in the nameGlobal Subscriber Agreement is signed in the name of a business or commercial

of a business or commercial entity, it is generally considered Professional use. Limited exceptions are

entity?

detailed in the Non-Professional Guidance section of this document.

Is the Subscriber a

Because subcontractors and independent contractors are deemed to be extensions of

subcontractor or independent the firm rather than natural persons, they are considered Professionals. If the

contractor?

Subscriber is a subcontractor or independent contractor or has a business

relationship with the firm, it is considered Professional use.

Is the Subscriber a securities Any use by a securities professional is considered Professional use.

professional?

The Subscriber is a Professional if the Subscriber is:



registered with any state, federal or international securities agency or

self-regulatory body or



engaged as an Investment Advisoror

employed by an organization that is exempt from U.S. securities laws that

would otherwise requireregistration.

Any use of data for business, professional or other commercial purpose is not

Is the Subscriber using or

planning to use NASDAQ U.S. compatible with Non-Professional status, even if the commercial use is on

data for any reason other

than personal use?

behalf of an organization that is not in the securities industry.

The chart below provides specific examples of Professional and Non-Professional usage:

Name on

Subscriber

Agreement

Securities

Professionals

Data Usage

Status

Securities Professional

Organization

or Individual

Name on

Subscriber

Agreement

Business purposes

or personal reasons

Professional

(employee/contractor/subcontractor)

Non-Securities

Professionals

Data Usage

Status

Non-securities Professional

Business purposes

or personal reasons

Professional

(employee/contractor/subcontractor)

Organization

Non-securities Professional

associated with a

Non-commercial organization

Individual

Business purposes

Personal reasons

Professional

Non-securities Professional

Non-Professional

Non-securities Professional

associated with a

Non-commercial organization

Individual

Personal reasons

Non-Professional

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Subcontractors/Independent Contractors:

NASDAQ's definition of Non-Professional Subscriber requires that the Non-Professional Subscriber is a natural

person. Subcontractors and independent contractors signing in their capacity as a subcontractor or independent

contractor of the contracting firm are not natural persons. Individuals maintaining an employment, business or

commercial relationship are considered extensions of the organization. Examples of organizational use include,

but are not limited to, subcontractors, independent contractors, profit sharing partners, commission sharing

partners and/or any use involving an employment relationship.

Trading Authorization:

NASDAQ's definition of Non-Professional Subscriber requires Distributors to separately determine the

Professional or Non-Professional status of each individual accessing NASDAQ U.S. market data. In some

instances, multiple individuals may have access to a single account. Distributors must separately report each

Subscriber accessing the account (unless the account is shared by immediate family members, such as husband

and wife). In some cases, Distributors provide access to the account to a person designated by the Subscriber,

via a Trading Authorization Form or similar. For each person designated by the Subscriber, the Distributor must

obtain a NASDAQ Global Subscriber Agreement and report such persons as Non-Professional or Professional, as

applicable. Please note that the account itself cannot be considered a Non-Professional Subscriber, nor can any

staff paid to support the account activities be considered a Non-Professional Subscriber (i.e., registered

investment advisors, attorneys, accountants, etc.).

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NASDAQ Global Subscriber Agreement INSTRUCTIONS

Non-Professional Guidance - Organizations

NASDAQ’s definition may permit individual Subscribers associated with certain organizations to access Non-

Professional rates. To obtain the reduced Non-Professional rates for qualifying Subscribers associated with non-

commercial organizations, distributors are required to administer and maintain a separate NASDAQ Global

Subscriber Agreement for each individual Subscriber accessing NASDAQ U.S. data.

NASDAQ's definition of Non-Professional Subscriber may permit individuals associated with certain non-

commercial organizations (i.e., family investment trusts, investment clubs, etc.) to access NASDAQ U.S. market

data at Non-Professional rates. Please note that the organization itself cannot be considered a Non- Professional

Subscriber, nor can any staff paid to support the organization’s activities (i.e., attorneys, accountants,

administrative staff, etc.) For example, if the organization is established exclusively to manage accounts of the

individual or the individual’s immediate family, the Subscriber associated with that organization may qualify for

Non-Professional rates. In addition, non-commercial organizations solely owned by an individual and members

of their immediate family (who themselves are Non-Professionals) utilizing the market data solely for their own

personal investing may qualify for Non-Professionalrates.

Details regarding specific instances of non-commercial organizational use are below:

Trusts

NASDAQ's definition of Non-Professional Subscriber permits certain individuals associated with Trusts to qualify

for NASDAQ U.S. market data at Non-Professional rates as shown in the belowcharts.

Questions regarding

Discussion

Trusts

No, the Trust is an organization, and by definition only natural persons can

qualify as Non-Professionals. A single, unpaid natural person associated with

the Trust, who qualifies as a Non-Professional Subscriber, may be reported as

a Non-Professional Subscriber if the reporting includes the name of the person.

May the Trust itself qualify as a

Non-Professional?

The name of the Trust may also be reported, but a report that includes only

the name of the Trust would be qualified as a Professional.

May a Trustee qualify as a Non-

Professional?

Yes, if the Trustee is an unpaid natural person who qualifies as a Non-

Professional Subscriber.

May Trustees who receive

compensation qualify as Non-

Professionals?

No.

May Trustees who receive

professional assistance qualify as

Non-Professionals?

May the Trust have more than one

Trustee?

No.

May a Beneficiary of the Trust

qualify as a Non-Professional?

May multiple Beneficiaries qualify

as Non-Professional?

Yes, if the Beneficiary is an unpaid natural person who qualifies as a Non-

Professional Subscriber.

Yes, if the Beneficiaries are unpaid natural persons who qualify as Non-

Professional Subscribers.

Investment Clubs

NASDAQ's definition of Non-Professional Subscriber permits certain individual associated with Investment Clubs

to access NASDAQ U.S. market data at Non-Professional rates as shown in the belowchart.

Questions regarding

Discussion

Investment Clubs

May Investment Club members

qualify as Non-Professionals?

Yes, if the Investment Club member is an unpaid natural person who qualifies

as a Non-Professional Subscriber.

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Must all Investment Club

members qualify as Non-

Professionals for the Non-

Professional rates to apply?

No. Each unpaid natural person associated with the Investment Club, who

qualifies as a Non-Professional Subscriber, may be reported as a Non-

Professional Subscriber.

If the Investment Club member

qualifies as a Non-Professional, may

its Non-Professional members

receive market data under the

Investment Club’s account?

The Investment Club is an organization, and by definition only natural

persons can qualify as Non-Professionals. Each unpaid natural person

associated with the Investment Club, who qualifies as a Non-Professional

Subscriber, may be reported as a Non-Professional Subscriber.

May Investment Club members

who receive compensation qualify

as Non-Professionals?

No. In addition, compensation would disqualify the Investment Club as a

Non-Professional.

May the Investment Club

members who receive professional

assistance qualify as Non-

Professionals?

No, the Investment Club members who receive professional assistance related

to the activities of the Investment Club may not qualify as Non-Professionals.

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NASDAQ Global Subscriber Agreement INSTRUCTIONS

Non-Professional Guidance - Individuals

NASDAQ’s definition may permit certain individual Subscribers (i.e. retired Professionals, large traders) that

might be traditionally classified as Professional to access Non-Professional rates. To benefit from the reduced

Non-Professional rates for individual Subscribers, Distributors are required to administer and maintain a NASDAQ

Global Subscriber Agreement for each individual Subscriber accessing NASDAQ U.S. data.

Retired and Inactive Professionals

NASDAQ's definition of Non-Professional Subscriber permits certain Retired and Inactive Professionals to

access NASDAQ U.S. market data at Non-Professional rates as shown in the belowchart.

Questions regarding Retired and

Discussion

Inactive Professionals

Yes, Retired Professionals no longer providing services in a

Professional capacity may qualify as Non-Professionals if listed as Not-

Do Retired Professionals qualify as Non-

Registered with FINRA. To continue to receive the Non-Professional

Professionals?

rates, Subscribers must re-verify their Non-Professional semi-

annually.

Yes, Professionals no longer providing services may qualify as Non-

Do Non-working Professionals qualify as

Non-Professionals?

Professionals if listed as Not-Registered with FINRA. To continue to

receive the Non-Professional rates, Subscribers must re-verify their

Non-Professional semi-annually.

Large Traders

NASDAQ's definition of Non-Professional Subscriber permits certain Large Traders to access NASDAQ U.S.

market data at Non-Professional rates as shown in the below chart.

Questions regarding Large Traders

Discussion

If a large trader otherwise meets the definition of “Non-Professional

Subscriber,” the large trader does not lose his or her “Non-

Professional Subscriber” status merely because he or she falls within

SEC Rule 13h-1(a)’s definition of “large trader.

Are Large Traders always qualified as

Professionals?

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NASDAQ Global Subscriber Agreement INSTRUCTIONS

Option 1 –Distributor Indemnification

Section 8 of the NASDAQ Global Data Agreement - Terms and Conditions or Section 9 of the NASDAQ

Canada Data Agreement - Terms and Conditions, in lieu of administering the NASDAQ Global Subscriber

Agreement to each Subscriber, Distributors may choose to indemnify NASDAQ.

Distributors that opt for indemnification are required to embed certain basic protections and rights in its own

legally enforceable customer agreements that ensure NASDAQ is protected to the same extent as if the

Distributor had administered a NASDAQ Global Subscriber Agreement to each Subscriber. The Distributor

may then provide the Information immediately after administering Distributor’s own account agreement to

the Subscriber.

Distributors that opt for indemnification must follow these guidelines:

1.

Prior to distributing the Information, Distributors will have in place a legally valid and enforceable

contract (“Distributors Account Agreement”) with the Subscriber that (i) governs the accounts

held by Subscriber with the Distributor through which the Subscriber is entitled to access the

Information, including any limitations on a Subscriber’s right to redistribute the Information, and (ii)

protects NASDAQ and the Indemnified Parties to the same extent as if Distributor had presented and

the Subscriber had signed the NASDAQ Global SubscriberAgreement.

2.

In terms of recordkeeping and retention, Distributor Account Agreements shall be subject to applicable

NASDAQ Requirements. In the event of a dispute with Subscriber(s) relating to the Information,

Distributor agrees to provide NASDAQ with copies of the relevant Distributor Account Agreements.

3.

Distributor shall indemnify NASDAQ against any assertion of claims or losses relating to the

Information made by a Subscriber (as defined in Section 12) who receives the Information from

Distributor (or any person relying upon the Information received by such a Subscriber) arising from

Distributor’s election to distribute Information to suchSubscriber.

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NASDAQ Global Subscriber Agreement INSTRUCTIONS

Option 2 – Incorporation by Reference

In lieu of administering the exact language of the NASDAQ Global Subscriber Agreement to each Subscriber,

Distributors may choose to add specific language protecting NASDAQ to their own legally valid and

enforceable customer contract (“Distributor Account Agreement”) in addition to offering a copy of the

NASDAQ Global Subscriber Agreement. Thus, by signing the Distributor Account Agreement, Subscribers

also assent to the standard NASDAQ Global Subscriber Agreement terms.

Distributors that opt for Incorporation By Reference must follow these instructions

1.

Include the following language prominently on the signature page of the Distributor Account

Agreement. Prior to including this language in the Distributor Account Agreement, in the above

blank, insert the term(s) in the Distributor Account Agreement that references the person

receiving the information (i.e., customer, account holder, subscriber, member,etc.).

By executing this Agreement,

, (known as “Subscriber” inthe

NASDAQ Global Subscriber Agreement) agrees:

a. that it has read and agrees to be bound by the NASDAQ Global Subscriber Agreement,

a copy of which is attachedhereto;

b. that the Distributor is not an agent of NASDAQ and is not authorized to add toor

delete from the NASDAQ Global Subscriber Agreement and is not authorized to

modify any provision of the NASDAQ Global Subscriber Agreement;and

c. that no provision has been added to or deleted from the NASDAQ Global Subscriber

Agreement and that no modifications have been made to it. Both the Subscriber and

the person executing on behalf of the Subscriber warrant that the Subscriber islegally

able to undertake the obligations set forth in and the signatory is duly authorized to

bind the Subscriber to the NASDAQ Global SubscriberAgreement.

2.

Provide each Subscriber with a copy of the full NASDAQ Global SubscriberAgreement .

3.

Once the Distributor Account Agreement is signed by both the Subscriber and the Distributor, and the

Subscriber has been provided a copy of the full NASDAQ Global Subscriber Agreement, NASDAQ

considers the Subscriber to be authorized to receive NASDAQ data sets as described in Appendix 1 of

the NASDAQ Global Subscriber Agreement . Please note that NASDAQ does not require

Distributors to submit copies of the executed Distributor Account Agreements toNASDAQ.

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NASDAQ Global Subscriber Agreement INSTRUCTIONS

Option 3 – Online Version

Distributors are permitted to offer an online version of the NASDAQ Global Subscriber

Agreement to each Subscriber, but the NASDAQ Global Data Agreement specifies that if a NASDAQ Global

Subscriber Agreement is not administered properly, Distributor is to indemnify NASDAQ in the event of a

claim.

Distributors that opt for the online version NASDAQ Global Subscriber Agreement should follow these

instructions:

1

2

.

Copy the text of the NASDAQ Global Subscriber Agreement , including the SummarySection.

Complete the necessary programming to ensure that the required data-entry fields for the

Signature Section are functioning properly and that the Distributor is capturing data as required by

NASDAQ. Print the NASDAQ Global Subscriber Agreement exactly as it will be displayed on the

Distributor’s website for your records.

3

.

Provide each Subscriber with the ability to print a full copy of NASDAQ GlobalSubscriber

Agreement .

Once the NASDAQ Global Subscriber Agreement is signed by both the Subscriber and the Distributor,

and the Subscriber has been provided a copy of the full NASDAQ Global Subscriber Agreement,NASDAQ

considers the Subscriber to be authorized to receive NASDAQ data sets as described in Appendix 1 of

the NASDAQ Global SubscriberAgreement .

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NASDAQ Global Subscriber Agreement INSTRUCTIONS

Option 4 – Hard Copy Agreement

Distributors are permitted to offer a hard copy/paper version of the NASDAQ Global Subscriber Agreement to

each Subscriber. NASDAQ permits Distributors to accept faxed and scanned copies of the agreement as legal

documents.

Distributors that opt for the hard copy version of the NASDAQ Global Subscriber Agreement should follow

these instructions:

1

2

3

.

Copy the text of the NASDAQ Global Subscriber Agreement onto company letterhead. Inthe

Signature Section, ensure that the word “Distributor” is replaced with your company’sname.

Print the NASDAQ Global Subscriber Agreement on your organization’s letterhead foryour

records.

Once the NASDAQ Global Subscriber Agreement is signed by both the Subscriber and the Distributor,

and the Subscriber has been provided an executed copy of the full NASDAQ Global Subscriber

Agreement, NASDAQ considers the Subscriber to be authorized to receive NASDAQ data sets as

described in Appendix 1 of the NASDAQ Global SubscriberAgreement .

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NASDAQ Global Subscriber Agreement

Summary

Subscribers to the Information must sign NASDAQ, Inc. (“NASDAQ”) Subscriber Agreement (“Agreement”) or

its equivalent in order to receive the Information (Refer to definition in Section 14). While all terms are

important, NASDAQ asks that you pay particular attention to the following conditions. For additional information,

refer to the sections referenced at the end of eachcondition.

Restrictions on uses and transfers: The subscriber (“Subscriber”) may not provide access to information

described herein (“Information”) or transfer this Agreement to others. The Information is only for use as

described by the Non-Professional or Professional Subscriber (for U.S. Information) the Non-Professional or

Professional Subscriber (for Canadian Information) and Business or Private (for European Information)

definitions. [Section 14]

Most types of damages are excluded and remaining damages are limited: NASDAQ is not liable for

trading losses, lost profits or incidental, consequential or other indirect damages, even if the Information is

untimely or incorrect. Other damages (if any) are strictly limited (in contract, tort or otherwise) to a capped

amount. [Section 7 and Section 8]

No implied or statutory warranties or duties: All warranties and duties (if any) are eliminated. There are

no express warranties, except for a Limited Warranty regarding efforts only. Stock quotes might not be current

and/or accurate. [Section9]

Subscriber provides an indemnity: Subscriber indemnifies NASDAQ and holds NASDAQ harmless for any

Claims or Losses (as described in Section 11) resulting from Subscriber’s breach of the Agreement, from

Subscriber’s infringement of a third-party’s intellectual property rights or from any third-party lawsuit related to

Subscriber’s use or receipt of Information. [Section 11]

Notices; Notification of Changes. All notices and other communications (except for invoices) required to be

given in writing under this Agreement shall be directed to the signatories or, in the alternative, to the individuals

identified in subsections (a) and (b) below. Notices shall be deemed to have been duly given (i) upon actual

receipt (or date of first refusal) by the parties, or (ii) upon constructive receipt (or date of first refusal) if sent

by certified mail, return receipt requested, or any other delivery method that actually obtains a signed delivery

receipt, to the following addresses or to such other address as any party hereto shall hereafter specify by prior

written notice to the other party or parties below, or (iii) upon posting the notice or other communication on the

NASDAQTrader website or a successor site. If an email address is provided, NASDAQ may, in lieu of the above,

give notice to or communicate with Subscriber by email addressed to the persons identified in subsection (a) or

to such other email address or persons as Subscriber shall hereafter specify by prior written notice. By providing

an email address, Subscriber agrees that any receipt received by NASDAQ from Subscriber’s service provider or

internet computer server indicating that the email was received shall be deemed proof that Subscriber received

the message. If Subscriber cannot see or printout all or any portion of the message, Subscriber agrees that it is

Subscriber’s responsibility to contact NASDAQ at (301) 978–5307.

(

a) If to Subscriber:

Name:

Title:

(

b) If to NASDAQ:

NASDAQ Global Data Products

05 King Farm Boulevard

8

Address:

Rockville, MD 20850

Phone: +1 301 978 5307 or +45 33 93 33 66

DataOps@nasdaq.com

Telephone #:

Fax #:

Email:

With, in the event of notices of default or

dispute, a required copy to:

With, in the event of notices of dispute or default, a

required copy to:

NASDAQ, Inc.

Office of General Counsel, Attn: Contracts Group

8

05 King Farm Boulevard

Rockville, MD 20850

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Governing Law; Construction: Everything relating to this Agreement is governed by the laws as detailed in

per Appendix 1. For Information received, this Agreement shall be deemed to have been made in the jurisdiction

of the applicable NASDAQ Market as detailed in Appendix 1. [Appendix 1 ]

No oral amendments and only NASDAQ may amend: The Agreement may not be altered orally and may

only be altered by NASDAQ pursuant to an agreement procedure which includes notice to either the Subscriber

or the Distributor. Failure to terminate the Agreement before, or use of Information thereafter, an amendment

will be the Subscriber’s consent (or confirmation of earlier consent) to the amendment. [Section 13 ]

Distributors can impact Subscriber’s rights but not NASDAQ’s rights: A Distributor does not have the

authority to change the Agreement. Distributors are obligated to provide notice of NASDAQ changes to the

Subscriber. However, if they do not, NASDAQ’s notice to the Distributor is still effective, as to Subscriber

including notice of cancellation. [Summary and Section 13].

Requirements of Self-Regulatory Organization; Actions To Be Taken In Fulfillment of Statutory

Obligations. Subscriber acknowledges that NASDAQ may be under certain restrictions when offering the

Information, as detailed in Appendix 1. [Section 2]

Please review the following terms and conditions of the NASDAQ Global Subscriber Agreement

before you complete the Signature Section: You must be 18 years of age and must designate yourself

as either a Non-Professional or Professional and Business or Private Subscriber in the following

section, based on the definitions provided in Section 12. To qualify as Non-Professional or Private

Subscriber, you must meet all the terms set forth in Section 12. By completing this section, I agree

to the terms and conditions set forth in this NASDAQ Global SubscriberAgreement.

Individual Subscriber – Complete Section A.

Subscriber Firm or Organization–Complete Section B.

US or Canadian

Subscriber Status:

Professional

European Subscriber

Status:

Business

US or Canadian

Subscriber Status:

Professional

European Subscriber Status:

Business

Non-Professional

Private

A.

Individual SubscriberInformation:

B.

Subscriber FirmInformation:

(PRINT NAME OF INDIVIDUAL SUBSCRIBER)

(PRINT NAME OF SUBSCRIBER FIRM)

By:

(SUBSCRIBER SIGNATURE)

Name of

Date:

, 20

Signatory:

(PRINT NAME OF PERSON SIGNING on BEHALF of SUBSCRIBER FIRM)

Title:

AUTHORIZED OFFICER

Date:

, 20

_

Distributor Information (for Distributor/Data Provider Use Only)

Distributor:

(PRINT NAME OF DISTRIBUTOR FIRM)

By:

Signatory:

(SIGNATURE OF PERSON SIGNING ON BEHALFOF DISTRIBUTOR)

(PRINT NAME OF PERSON SIGNING on BEHALFof DISTRIBUTOR)

Title:

Date:

, 20

AUTHORIZED OFFICER

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NASDAQ Global Subscriber Agreement

Terms and Conditions

The Distributor and its agents may not modify or waive any term of this Agreement. Any

attempt to modify this Agreement, except by NASDAQ, is void.

1

. USE OF DATA. Subscriber may not sell, lease, furnish or otherwise permit or provide access to the

Information to any other Person or to any other office or place. Subscriber will not engage in the operation of

any illegal business use or permit anyone else to use the Information, or any part thereof, for any illegal purpose

or violate any NASDAQ or Securities and Exchange Commission (“SEC”) Rule or any Financial Services Authority

Rule (“FSA”) or other applicable law, rule or regulation. Subscriber may not present the Information rendered

in any unfair, misleading or discriminatory format. Subscriber shall take reasonable security precautions to

prevent unauthorized Persons from gaining access to theInformation.

a. Non-Professional or Private Subscriber — For Non-Professional or Private Subscriber, the

Information is licensed only for personal use. By representing to Distributor that Subscriber is a Non-

Professional or Private Subscriber, or by continuing to receive the Information at a Non-Professional or

Private Subscriber rate, Subscriber is affirming to Distributor and to NASDAQ that Subscriber meets the

definition of Non-Professional or Business Subscriber as set forth in Section 14 of this Agreement. A

Non-Professional or Private Subscriber shall comply promptly with any reasonable request from NASDAQ

for information regarding the Non-Professional Subscriber’s receipt, processing, display and

redistribution of theInformation.

b. Professional or Business Subscriber — For Professional or Business Subscriber, the Information

is licensed for the internal business use and/or personal use of the Professional or Business Subscriber.

Professional or Business Subscribers may, on a non-continuous basis, furnish limited amounts of the

Information to customers in written advertisements, correspondence or other literature or during voice

telephonic conversations not entailing computerized voice, automated information inquiry systems or

similar technologies. Upon request, Professional or Business Subscribers shall make its premises

available to NASDAQ for physical inspection of Distributor's Service and of Professional or Business

Subscriber's use of the Information (including review of any records regarding use of or access to the

Information and the number and locations of all devices that receive Information), all at reasonable

times, upon reasonable notice, to ensure compliance with this Agreement.

2. PROPRIETARY DATA. NASDAQ grants to Subscriber a nonexclusive, non-transferable license during the

term of the Agreement to receive and use the Information transmitted to it by Distributor and thereafter, to use

such Information as permitted under the terms of this Agreement and/or the NASDAQ Requirements. Subscriber

acknowledges and agrees that NASDAQ has proprietary rights to the Information that originates on or derives

from markets regulated or operated by NASDAQ, and compilation or other rights to Information gathered from

other sources. Subscriber further acknowledges and agrees that NASDAQ's third-party information providers

have exclusive proprietary rights to their respective Information. In the event of any misappropriation or misuse

by Subscriber or anyone who accesses the Information through Subscriber, NASDAQ or its third-party

information providers shall have the right to obtain injunctive relief for its respective materials. Subscriber will

attribute source as appropriate under all thecircumstances.

3. PAYMENT. Subscriber shall assume full and complete responsibility for the payment of any taxes, charges

or assessments imposed on Subscriber or NASDAQ (except for federal, state or local income taxes, if any,

imposed on NASDAQ) by any foreign or domestic national, state, provincial or local governmental bodies, or

subdivisions thereof, and any penalties or interest relating to the provision of the Information to Subscriber.

Interest shall be due from the date of the invoice to the time that the amount(s) that are due have been paid.

To the extent permitted by applicable law, Subscriber acknowledges and agrees that the termination of the

Distributor's Service for failure to make payments shall not be considered an improper limitation of access by

NASDAQ. For Professional or Business Subscribers, if any payment is due directly to NASDAQ under this

Agreement, payment in full is due NASDAQ in immediately available funds, in the currency specified by NASDAQ

by a check to NASDAQ, by electronic funds transfer to an institution of NASDAQ’s choosing or by any

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other form of payment as specified by NASDAQ in Appendix 1, within fifteen (15) days of the date of an invoice,

whether or not use is made of, or access is made to, the Information.

4. REPORTING. Subscriber shall comply with all reporting requirements set forth in this Agreement. Except as

otherwise detailed herein, Subscriber shall use best efforts to provide all reports within fifteen (15) days of the

end of the applicable reporting period but no later than forty five (45) days from the end of the applicable

reporting period. In the event of submission of applicable reporting pursuant to the Agreement, Nasdaq may

Process Personal Data as part of the services or in support of its rights (including, but not limited to, its audit

and usage review rights) under this Agreement. Subscriber shall provide to Nasdaq such Personal Data as

reasonably requested by Nasdaq to perform the Services and enforce its rights (including, but not limited to, its

audit and usage review rights) under this Agreement. The Parties agree to comply with provisions of the Data

Processing

Addendum

(

http://www.nasdaqtrader.com/content/AdministrationSupport/AgreementsData/GDA-DPA.pdf )

with respect to any Personal Data Processed by Nasdaq, each acting reasonably and in good faith. With respect

to individuals’ whose Personal Data is Processed by Nasdaq, the current publicly-posted Privacy Policy

(

http://nasdaqtrader.com/Trader.aspx?id=Privacy ) shall apply to such Processing. Subscriber agrees to

refer any individual whose Personal Data may be processed by Nasdaq to the Privacy Policy with respect to the

individual’s rights with respect to such Processing by Nasdaq. Terms not otherwise defined in this Agreement

shall be defined in the Data Processing Addendum.

5.

AUDIT.

a. From time to time, and no more than once in any twelve (12) month period unless necessary due to

suspected material non-compliance with this Agreement, NASDAQ, or its designee, may review

Subscriber’s: (i) records relating to the Information; (ii) reports and payments relating to the

Information; and (iii) System and Service (and all instruments and apparatus used inconnection

therewith). For avoidance of doubt, NASDAQ shall not access, examine, observe, review or in any way

gain disclosure to any information of Subscriber, which is protected under applicable banking secrecy

regulations. NASDAQ will make reasonable efforts to provide at least thirty (30) days advance written

notice of the audit, unless the audit is scheduled due to suspected material non-compliance. The audit

shall occur during NASDAQ Market normal business hours, and conducted in locations where, as

applicable, Distributor’s records are kept, Subscriber’s System is located, and/or Subscriber’s uses the

Information. NASDAQ shall comply with Subscriber’s security policies while performing the audit which

are provided to NASDAQ in advance in writing.

b. Subscriber shall provide reasonable cooperation to NASDAQ including: (i) promptly providing

information or materials in response to any reasonable request; and (ii) making available for

examination all records, reports, payments, and supporting documentation, and Subscriber’s System

and Subscriber’s Service necessary to reach a conclusion as to the accuracy and completeness of: (a)

Subscriber 's reports to NASDAQ; (b) the payments connected therewith; (c) the approved System

Description; and (d) compliance with thisAgreement.

c. NASDAQ shall endeavor to provide Subscriber with a preliminary audit response within ninety (90)

days following the completion of any audit. NASDAQ shall discuss the outcome of any preliminary audit

response in good faith with Subscriber or, at Subscriber’s election, with Subscriber’sdesignee.

d. After receipt of the preliminary audit response, Subscriber may elect, at Subscriber’s sole cost and

expense, to conduct a subsequent review. This subsequent review shall be completed and submitted to

NASDAQ within ninety (90) days after the preliminary audit response is received bySubscriber

e. If NASDAQ and Subscriber are not able to reach agreement concerning the preliminary audit

response nor the subsequent review within: (i) sixty (60) days of Subscriber’s submission or the

subsequent review; or (ii) one hundred fifty (150) days of Subscriber’s receipt of the preliminary audit

response, provided that NASDAQ has proceeded with such examination and audit in good faith in

accordance with the provisions hereof, then NASDAQ’s determination (the “Final Audit”) shall be deemed

conclusive.

f. If the Final Audit determines an underreporting, underpayment or other financial non-compliance with

this Agreement (and/or discloses additional underreported or underpaid amounts or other financial non-

compliance), then such amounts shall be remitted to NASDAQ, together with applicable interest within

sixty (60) days of the completion of the Final Audit. If Subscriber fails to remit such additional amounts

to NASDAQ by the end of this sixty (60) day cure period, NASDAQ may upon advance notice to

Version 1.1

Subscriber, terminate as provided in Section 12 of thisAgreement.

g. For any underreporting, underpayment or other financial non-compliance that is a result of a good

faith error by Subscriber, Subscriber’s liability shall be limited to unpaid fees, together with interest, for

the three (3) years preceding the earlier of the date that: (i) Subscriber; (ii) Subscriber 's auditors; or

(iii) NASDAQ first knew or determined that such underreporting, underpayment or other financial

noncompliance has occurred, plus any costs and expenses as set forth in Section5(h).

h. If any underreporting, underpayment or other Subscriber financial non-compliance is found to be

equal to or greater than ten percent (10%) of the reported number of Reportable Units for any audited

or unaudited period referred to herein, Subscriber shall, in addition to remitting the fees and applicable

interest due relative to such underreporting, underpayment or other financial non- compliance,

reimburse NASDAQ for any reasonable audit, legal or administrative costs and expenses incurred

i. If the Final Audit reveals any material non-financial non-compliance with the NASDAQ Requirements,

Subscriber shall submit all applicable materials demonstrating compliance with the NASDAQ

Requirements, where reasonably practicable, within one hundred fifty (150) days after receipt of the

preliminary audit response. If Subscriber fails to demonstrate compliance during this cure period,

NASDAQ may, in its discretion at any time, with prior notice to Subscriber, terminate as provided in

Section 12 of this Agreement

j. If the Final Audit discloses an overpayment, then NASDAQ will apply the overpayment for the

sixty(60) days prior to the end of the period being reviewed as a credit against amounts due from

Subscriber.

k. If Subscriber 's payment of fees for Information is fixed, and does not fluctuate with the number of

Reportable Units, NASDAQ will, in lieu of an audit, request relevant information or documentation

related to Subscriber’s use of the Information; provided, however, that NASDAQ shall retain the right,

with reasonable Notice to Subscriber, during normal business hours, to conduct an audit on a

confidential basis of any relevant documentation of Subscriber to ensure that Subscriber’s use of the

Information conforms to the NASDAQ Requirements. Such audit may only take place once per calendar

year and only if such audit is deemed reasonably necessary by NASDAQ due to suspected non-

compliance by Subscriber with the material provisions of this Agreement.

Version 1.1

6

. SYSTEM. Subscriber acknowledges that NASDAQ, in its sole discretion, may from time-to-time make

modifications to its system or the Information. Such modifications may require corresponding changes to be

made in Distributor's Service. Changes or the failure to make timely changes by Distributor or Subscriber may

sever or affect Subscriber's access to or use of the Information. NASDAQ shall not be responsible for such

effects. NASDAQ does not endorse or approve any equipment, Distributor or Distributor'sService.

7. EXCLUSIVE REMEDY. NASDAQ shall endeavor to offer the Information as promptly and accurately as is

reasonably practicable. In the event that the Information is not available as a result of failure by NASDAQ to

perform its obligations under this Agreement, NASDAQ will endeavor to correct any such failure. If the

Information is not available, is delayed, is interrupted, is incomplete, is not accurate or is otherwise materially

affected for a continuous period of four (4) hours or more during the time that NASDAQ regularly transmits the

Information due to the fault of NASDAQ (except for a reason permitted in this Agreement or in NASDAQ’s

agreement with the Distributor), Subscriber’s or any other Person’s exclusive remedy against NASDAQ shall be:

a. If Subscriber or any other Person continues to receive the Information or any other data and/or

information offered by NASDAQ, a prorated month’s credit of any monies due, if any, for the affected

Information directly to NASDAQ from Subscriber or, if applicable, from said other Person, for the period

at issue; or

b. If Subscriber or any other Person no longer receives either the Information or any other data and/or

information offered by NASDAQ, a prorated month’s refund of any monies due for the affected

Information directly to NASDAQ from Subscriber or, if applicable, from said other Person, for the period

at issue.

Such credit or refund shall, if applicable, be requested in writing to NASDAQ with all pertinent details. Beyond

the warranties stated in this section, there are no other warranties of any kind — express, implied, statutory

(including without limitation, timeliness, truthfulness, sequence, completeness, accuracy, freedom from

interruption), implied warranties arising from trade usage, course of dealing, course of performance or the

implied warranties of merchantability or fitness for a particular use or purpose.

8. LIMITATION OF LIABILITY.

a. Except as may otherwise be set forth herein, NASDAQ shall not be liable to Subscriber, its Distributor

or any other Person for indirect, special, punitive, consequential or incidental loss or damage (including,

but not limited to, trading losses, loss of anticipated profits, loss by reason of shutdown in operation or

increased expenses of operation, cost of cover or other indirect loss or damage) of any nature arising

from any cause whatsoever, even if NASDAQ has been advised of the possibility of such damages.

b. NASDAQ shall not be liable to Subscriber or any other Person for any unavailability, interruption,

delay, incompleteness or inaccuracy of the Information that lasts less than four (4) continuous hours

during the time that NASDAQ regularly transmits the Information or if the Information is materially

affected for less than four (4) continuous hours during the time that NASDAQ regularly transmits the

Information.

c. If NASDAQ is for any reason held liable to Subscriber or to any other Person, whether in tort or in

contract, the liability of NASDAQ within a single year of the Agreement (one year from the effective

date of the Agreement) is limited to an amount of Subscriber’s damages that are actually incurred by

Subscriber in reasonable reliance (combined with the total of all claims or losses of Subscriber’s

Distributor and any other Person claiming through, on behalf of or as harmed by Subscriber) and which

amount does not exceed the lesser of:

i. For Subscriber or any other person that continues to receive the Information or any other

data and/or Information offered by NASDAQ, a prorated month’s credit of any monies due

directly to NASDAQ from Subscriber or, if applicable, from any other Person, for the Information

at issue during the period at issue, or if Subscriber or any other Person no longer receives either

the Information or any other data and/or information offered by NASDAQ, a refund of any

monies due directly to NASDAQ from Subscriber or, if applicable, from any other Person, for the

Information at issue during the period at issue; or

ii. $500.

d. This section shall not relieve NASDAQ, Subscriber or any other Person from liability for damages

that result from their own gross negligence or willful tortious misconduct or from personal injury or

wrongful death claims.

e. Subscriber and NASDAQ understand and agree that the terms of this section reflect a reasonable

allocation of risk and limitation ofliability.

Version 1.1

9. DISCLAIMERS OF WARRANTIES. NASDAQ and its third-party information providers make no warranties

of any kind — express, implied or statutory (including without limitation, timeliness, truthfulness, sequence,

completeness, accuracy, freedom from interruption), any implied warranties arising from trade usage, course

of dealing, course of performance or the implied warranties of merchantability or fitness for a particular use or

purpose ornoninfringement.

10. THIRD-PARTY INFORMATION PROVIDERS’ LIMITATION OF LIABILITY. NASDAQ’s third-party

information providers shall have no liability for any damages for the accuracy of or for delays or omissions in

any of the Information provided by them, whether direct or indirect, lost profits, special or consequential

damages of the Subscriber or any other Person seeking relief through Subscriber, even if the third-party

information providers have been advised of the possibility of such damages. In no event will the liability of the

third-party information providers or their affiliates to Subscriber or any other Person seeking relief through

Subscriber pursuant to any cause of action, whether in contract, tort or otherwise, exceed the fee paid by

Subscriber or any other Person seeking relief through Subscriber, as applicable.

11. CLAIMS AND LOSSES. Subscriber will indemnify NASDAQ and hold NASDAQ and its employees, officers,

directors and other agents harmless from any and all Claims or Losses imposed on, incurred by or asserted as

a result of or relating to: (a) any noncompliance by Subscriber with the terms and conditions hereof; (b) any

third-party actions related to Subscriber's receipt and use of the Information, whether authorized or

unauthorized under the Agreement. Each party warrants and represents and will indemnify and hold harmless

(and in every case, NASDAQ shall be permitted to solely defend and settle) another party (including NASDAQ)

and their officers, directors, employees and other agents, against any Claims or Losses arising from, involving

or relating to a claim of infringement or other violation of an intellectual property right by the indemnifying

party, its actions or omissions, equipment or other property. This right is conditioned on the indemnified party

giving prompt written notice to the indemnifying party (as does not prejudice the defense) of the Claims or

Losses and providing cooperation in the defense of the Claims or Losses (without waiver of attorney-client, work-

product or other legal privilege, or disclosure of information legally required to be kept confidential).

1

2. TERMINATION. Subscriber acknowledges that NASDAQ, when required to do so in fulfillment of statutory

obligations, may by notice to Distributor unilaterally limit or terminate the right of any or all Persons to receive

or use the Information and that Distributor will immediately comply with any such notice and will terminate or

limit the furnishing of the Information and confirm such compliance by notice to NASDAQ. Any affected Person

will have available to it such procedural protections as are provided by the Act and applicable rules thereunder.

In addition to terminations permitted under the Distributor's agreement, this Agreement may be terminated

by Subscriber with thirty (30) days written notice to Distributor and by NASDAQ with thirty

(

30) days written notice either to Distributor or Subscriber. NASDAQ may also alter any term of this Agreement

with ninety (90) days written notice either to Distributor or Subscriber, and any use after such date is deemed

acceptance of the new terms. In the event of Subscriber breach, discovery of the untruth of any representation

of Subscriber, or where directed by the SEC in its regulatory authority, NASDAQ may terminate this Agreement

with not less than three (3) days written notice to Subscriber provided either by NASDAQ or Distributor.

Version 1.1

13. AMENDMENTS/AGREEMENT. Except as may otherwise be set forth in this Agreement, NASDAQ may alter

any term or condition of this Subscriber Agreement on ninety (90) days notice to Distributor, and any use of the

Information after such date is deemed acceptance of the new term or condition. The means of notifying

Subscriber of such new term or condition may include, but not be limited to, emailing such term or condition to

the applicable Distributor or posting such alteration on the NASDAQTrader website or a successor site shall be

as per the Summary. No failure on the part of NASDAQ, Distributor or Subscriber to exercise, no delay in

exercising, and no course of dealing with respect to any right, power, or privilege under the Agreement shall

operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude

any other or further exercise thereof or the exercise of any other right, power, or privilege under this Agreement.

Except as otherwise provided herein, no provision of this Agreement may be amended, modified or waived. If

any of the provisions of this Agreement or application thereof to any individual, entity or circumstance is held

invalid or unenforceable, the remainder of this Agreement, or the application of such terms or provisions to

individuals, entities or circumstances other than those as to which they are held invalid or unenforceable, shall

not be affected thereby and each such term and provision of this Agreement shall be valid and enforceable to

the fullest extent permitted by law. In the event of any conflict between the terms of this Agreement and of the

Distributor's agreement, the terms of this Agreement shall prevail as between NASDAQ andSubscriber.

14. DEFINITIONS.

Act shall mean the Securities Exchange Act of 1934, applicable only to Information disseminated from a

NASDAQ Market in the United States.

Affiliate shall mean any individual, corporation, company, partnership, limited partnership, limited liability

company, trust, association or other entity that, directly or indirectly through one or more intermediaries,

controls, is controlled by, or is under common control with such party.

Claims or Losses — Any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs,

judgments, settlements and expenses of whatever nature, whether incurred by or issued against an indemnified

party or a third party, including, without limitation, (a) indirect, special, punitive, consequential or incidental

loss or damage, (including, but not limited to, trading losses, loss of anticipated profits, loss by reason of

shutdown in operation or increased expenses of operation or other indirect loss or damage), and (b)

administrative costs, investigatory costs, litigation costs and auditors' and attorneys' fees and disbursements

(including in-house personnel).

Distributor shall mean Distributor and its Affiliates as identified in writing to NASDAQ.

Distributor's Service — The service from a distributor, including the data processing equipment, software and

communications facilities related thereto, for receiving, processing, transmitting, using and disseminating the

Information to or by Subscriber.

FSA shall mean a Financial Services Authority in Sweden, the United Kingdom, or other jurisdiction other than

the United States.

Information shall mean certain market data and other data disseminated that has been collected, validated,

processed, and recorded by the System or other sources made available for transmission to and receipt from

either a Distributor or from NASDAQ relating to: a) eligible securities or other financial instruments, markets,

products, vehicles, indicators, or devices; b) activities of a NASDAQ Company; c) other information and data

from a NASDAQ Company. Information also includes any element of Information as used or processed in such

a way that the Information can be identified, recalculated or re-engineered from the processed Information or

that the processed Information can be used as a substitute for Information.

NASDAQ shall collectively mean NASDAQ, Inc., a Delaware limited liability company and its subsidiaries and

Affiliates (collectively “NASDAQ”).

Version 1.1

NASDAQ Markets shall mean the regulated securities and options exchange subsidiaries of NASDAQ and other

regulated market subsidiaries of NASDAQ, including, but not limited to , The NASDAQ Stock Market (“NASDAQ”),

the OMX Nordic Exchange (“OMX”), NASDAQ BX (“BX”), NASDAQ PHLX (“PHLX”), the

Philadelphia Board of Trade (“PBOT”), NASDAQ CXC Limited (“NASDAQ Canada”) and NASDAQ Europe. The

NASDAQ Markets are each a “NASDAQ Market.”

NASDAQ Requirements — All (i) rules, regulations, interpretations, decisions, opinions, orders and other

requirements of the SEC or an FSA, as may be applicable based upon the NASDAQ Market from which the

Information is received ; (ii) the rules and regulations, disciplinary decision and rule interpretations applicable

to NASDAQ Markets (iii) the NASDAQ Markets' decisions, policies, interpretations, operating procedures,

specifications, requirements, and other documentation that is regulatory or technical in nature (including, but

not limited to, user guides) published on the NASDAQTrader website located at www.NASDAQTrader.com or

another website accessible by and made known to Distributor; and (iv) all other applicable laws, statutes, rules,

regulations, orders, decisions, interpretations, opinions, and other requirements, whether promulgated by the

United States, England, Sweden, Canada or any other applicable jurisdiction (including in the area of intellectual

property); and (v) the successors, as they may exist at the time, of the components of the NASDAQ

Requirements.

NASDAQ Trader shall mean the website located at www.NASDAQTrader.com or its successor site(s).

Or — Includes the word "and".

Person — Any natural person, proprietorship, corporation, partnership or other entity whatsoever.

Subscriber — When it appears alone, the word "Subscriber" encompasses all Non-Professional, Private,

Professional and Business Subscribers. All subscribers are deemed Professional or Business unless they are

qualified as Non-Professional or Private Subscriber.

U.S. Information

Any natural person who is NOT:

(

a) registered or qualified in any capacity with the SEC, the Commodities Futures Trading

Commission, any state securities agency, any securities exchange or association or any

commodities or futures contract market orassociation;

Non-

Professional

Subscriber

(

b) engaged as an "investment advisor" as that term is defined in Section 202(a)(11) of

the Investment Advisors Act of 1940 (whether or not registered or qualified under that

Act); or

(

c) employed by a bank or other organization exempt from registration under federal or

state securities laws to perform functions that would require registration or qualification if

such functions were performed for an organization not soexempt.

Professional

Subscriber

All other persons who do not meet the definition of Non-Professional Subscriber.

Canadian Information

Non-Professional is defined as a natural person who is not a securities professional and who

is acting in his/her personal capacity and not as a principal, officer, partner, employee nor

agent of any business, nor on behalf of any individual. To provide further clarification but

without being limited, the definition excludes brokers, dealers, investment advisors, or

persons otherwise employed by organizations conducting professional activities involving

the buying and selling of instruments, such as stocks, bonds, options, futures contracts and

other trading vehicles. A Non-Professional cannot be registered or qualified with:

Non-

Professional

Subscriber

a) Any provincial, state, or other government securities agency or other entity that

performs functions that are equivalent to those of suchpersons;

b) Any securities exchange or association or other entity that performs functions that are

equivalent to those of such persons;

c) Any commodities or futures exchange or association or other entity that performs

functions that are equivalent to those of such persons;and

d) Any Alternative Trading System or other entity that performs functions that are

Version 1.1

equivalent to those of such persons.

A User that does not meet the definition of a Non Professional below shall be deemed to

be a Professional and is subject to the fees specified for Professionals.

Professional

Subscriber

European Information

A natural person for the purpose of managing the Subscriber’s own personal investments

and not for any business purpose, nor for the purpose of giving any form of advice to any

other person. A Private Use Subscriber may not:

(

a) contract for, receive or use Information for the purpose of Private Use on behalf of any

other person or any corporation, partnership, limited liability company, trust, association or

other form of entity,

(

b) contract for, receive or use Information for the purpose of Private Use in any Service

that is paid for by another person or any corporation, partnership, limited liability company,

trust, association or other form ofentity.

Private

Subscriber

A Private Use Subscriber shall, notwithstanding the above:

(

c) be permitted to contract for, receive or use Information on behalf of or paid for by

another natural person (person B) provided that (1) its for the purpose of managing person

B’s own personal investments and not for any business purpose, and (2) person B have filed

a power of attorney or equivalent documentation accordingly withLicensee,

(

d) be permitted to contract for, receive or use Information for Private Use on behalf of

and/or paid for by a legal entity or other form of non-natural Person in which the Private

Use Subscriber has full (100%) ownership and exercises full (100%)control,

(e) Section (c) and (d) may not be combined.

Business

Subscriber

All other persons who do not meet the definition of Private Subscriber.

“System” shall mean any system NASDAQ has developed for the creation and/or dissemination of

Information.

Version 1.1

NASDAQ Global Subscriber Agreement

Appendix 1

1

. INFORMATION. NASDAQ offers Information that has been collected, validated, processed, and recorded by

the System or other sources. For data offered from other sources, the governing laws shall apply as identified

below.

Legal Entity and Principal Entity

Funds Governing Laws

Place of Business

Type

This Agreement shall be construed and enforced in

accordance with, and the validity and performance hereof

shall be governed by, the laws of the State of New York,

without reference to principles of conflicts of laws thereof.

Any dispute that cannot be amicably settled that arises out

of this Agreement shall be referred to arbitration and shall

be conducted in accordance with the rules of the American

Arbitration Association. All such proceedings shall be held in

New York City, NY, and shall be conducted in the English

NASDAQ, Inc.

One Liberty Plaza

Delaware

Corporation Dollars

US

1

65Broadway, NewYork, NY10006

USA

language, which shall also be the language of the

documents.

The Agreement shall be governed by the laws of the

Province of Ontario and the laws of Canada applicable

therein without regarding to its choice of laws provisions.

It is the express wish of the parties that this Agreementand

all related documents, including notices and other

communications, be drawn up in the English language only.

Il est la volonté expresse des parties que cette convention

et tous les documents s’y rattachant, y compris les avis et

Canadian

Corporation Dollars

CAD

NASDAQ CXC Limited

les autres communications, soient rédigés et signés en

anglais seulement.

This Agreement shall be construed and enforced in

accordance with, and the validity and performance hereof

shall be governed by, the laws of the State of New York,

without reference to principles of conflicts of laws thereof.

Any dispute that cannot be amicably settled that arises out

of this Agreement shall be referred to arbitration and shall

be conducted in accordance with the rules of the American

Arbitration Association. All such proceedings shall be held in

New York City, NY, and shall be conducted in the English

language, which shall also be the language of the

documents.

NASDAQ OMX Information LLC

One Liberty Plaza

Delaware

Corporation Dollars

US

1

65Broadway, NewYork, NY10006

USA

This Agreement shall be governed by and construed in

accordance with the laws of Finland. Any dispute thatcannot

be amicably settled that arises out of this Agreement shall

be referred to arbitration and shall be conducted in

accordance with the rules for expedited arbitrations of the

Arbitration Institute of the Stockholm Chamber of

Commerce. All such proceedings shall be held in Stockholm,

NASDAQ OMX Nordic Oy

Fabianinkatu 14, FI-00131 Helsinki

FINLAND

Finnish

Euros

company

and shall be conducted in the English language, which shall

also be the language of the documents.

This Agreement shall be construed and enforced in

accordance with, and the validity and performance hereof

shall be governed by, the laws of the State of New York,

without reference to principles of conflicts of laws thereof.

Any dispute that cannot be amicably settled that arises out

of this Agreement shall be referred to arbitration and shall

be conducted in accordance with the rules of the American

Arbitration Association. All such proceedings shall be held in

New York City, NY, and shall be conducted in the English

language, which shall also be the language of the

documents.

NASDAQ BX

One Liberty Plaza

Delaware

Corporation Dollars

US

1

65Broadway, NewYork, NY10006

USA

Version 1.1

This Agreement shall be construed and enforced in

accordance with, and the validity and performance hereof

shall be governed by, the laws of the State of New York,

without reference to principles of conflicts of laws thereof.

Any dispute that cannot be amicably settled that arises out

of this Agreement shall be referred to arbitration and shall

be conducted in accordance with the rules of the American

Arbitration Association. All such proceedings shall be held in

New York City, NY, and shall be conducted in the English

NASDAQ PHLX

900 Market Street

Philadelphia, PA 19103

USA

1

Delaware

Corporation Dollars

US

language, which shall also be the language of the

documents.

This Agreement shall be construed and enforced in

accordance with, and the validity and performance hereof

shall be governed by, the laws of the State of New York,

without reference to principles of conflicts of laws thereof. Any

dispute that cannot be amicably settled that arises out of this

Agreement shall be referred to arbitration and shall be

conducted in accordance with the rules of the American

Arbitration Association. All such proceedings shall be held in

New York City, NY, and shall be conducted in the English

NASDAQ Events Subsidiary

One Liberty Plaza

Delaware

Corporation Dollars

US

1

65 Broadway

New York, NY10006

USA

language, which shall also be the language of the

documents.

This Agreement shall be construed and enforced in

accordance with, and the validity and performance hereof

shall be governed by, the laws of the State of New York,

without reference to principles of conflicts of laws thereof. Any

dispute that cannot be amicably settled that arises out of this

Agreement shall be referred to arbitration and shall be

conducted in accordance with the rules of the American

Arbitration Association. All such proceedings shall be held in

New York City, NY, and shall be conducted in the English

language, which shall also be the language of the documents.

NASDAQ ISE, LLC

One Liberty Plaza

Delaware

Corporation Dollars

US

165 Broadway

NewYork,NY10006

USA

This Agreement shall be construed and enforced in

accordance with, and the validity and performance hereof

shall be governed by, the laws of the State of New York,

without reference to principles of conflicts of laws thereof. Any

dispute that cannot be amicably settled that arises out of this

Agreement shall be referred to arbitration and shall be

conducted in accordance with the rules of the American

Arbitration Association. All such proceedings shall be held in

New York City, NY, and shall be conducted in the English

NASDAQ MRX, LLC

One Liberty Plaza

Delaware

Corporation Dollars

US

165 Broadway

NewYork,NY10006

USA

language, which shall also be the language of the

documents.

This Agreement shall be construed and enforced in

accordance with, and the validity and performance hereof

shall be governed by, the laws of the State of New York,

without reference to principles of conflicts of laws thereof. Any

dispute that cannot be amicably settled that arises out of this

Agreement shall be referred to arbitration and shall be

conducted in accordance with the rules of the American

Arbitration Association. All such proceedings shall be held in

New York City, NY, and shall be conducted in the English

NASDAQ GEMX, LLC

One Liberty Plaza

Delaware

Corporation Dollars

US

165 Broadway

NewYork,NY10006

USA

language, which shall also be the language of the

documents.

This Agreement shall be construed and enforced in

accordance with, and the validity and performance hereof

shall be governed by, the laws of the State of New York,

without reference to principles of conflicts of laws thereof. Any

dispute that cannot be amicably settled that arises out of this

Agreement shall be referred to arbitration and shall be

conducted in accordance with the rules of the American

Arbitration Association. All such proceedings shall be held in

New York City, NY, and shall be conducted in the English

language, which shall also be the language of the documents.

NASDAQ Futures Exchange

1

900 Market Street

Delaware

Corporation Dollars

US

Philadelphia, PA 19103

USA

Version 1.1

This Agreement shall be governed by and construed in

accordance with the laws of Norway. Any dispute that cannot

be amicably settled that arises out of this Agreement shall be

referred to arbitration and shall be conducted in accordance

with the Norwegian Arbitration Act 2004. Unless the parties

agree otherwise such proceedings shall be held in Oslo, and

shall be conducted in the English language, which shall also

be the language of the documents. The proceedings as well

as the verdict shall be confidential between the parties,

NASDAQ Commodities AS

Vollsveien 19

PO Box 373

NO-1326 Lysaker

NORWAY

Norwegian

Company

Euros

except for information which a party is

required to disclose by virtue of law or governmental order.

This Agreement shall be construed and enforced in

accordance with, and the validity and performance hereof

shall be governed by English law, without reference to

principles of conflicts of laws thereof. Any dispute that

cannot be amicably settled that arises out of this Agreement

shall be referred to arbitration and shall be conducted

pursuant to the Rules of Arbitration of the London Court of

International Arbitration from time to time in force. All such

proceedings shall be held in London, and shall be conducted

NASDAQ Europe Limited

131 Finsbury Pavement, London EC2A

British

Company

British

Pounds

1

NT

UNITED KINGDOM

in the English language, which shall also be the language of

the documents.

This Agreement shall be construed and enforced in

accordance with, and the validity and performance hereof

shall be governed by English law, without reference to

principles of conflicts of laws thereof. Any dispute that

cannot be amicably settled that arises out of this Agreement

shall be referred to arbitration and shall be conducted

pursuant to the Rules of Arbitration of the London Court of

International Arbitration from time to time in force. All such

proceedings shall be held in London, and shall be conducted

in the English language, which shall also be the language of

the documents.

NASDAQ NLX Limited

131 Finsbury Pavement, London EC2A

British

Company

British

Pounds

1

NT

UNITED KINGDOM

This Agreement shall be construed and enforced in

accordance with, and the validity and performance hereof

shall be governed by, the laws of the State of New York,

without reference to principles of conflicts of laws thereof.

Any dispute that cannot be amicably settled that arises out

of this Agreement shall be referred to arbitration and shall

be conducted in accordance with the rules of the American

Arbitration Association. All such proceedings shall be held in

New York City, NY, and shall be conducted in the English

language, which shall also be the language of the

documents.

NASDAQ eSpeed/Kleos

One Liberty Plaza

Delaware

US

165 Broadway

Corporation Dollars

NewYork,NY10006

USA

2

. REQUIREMENTS OF SELF-REGULATORY ORGANIZATION; ACTIONS TO BE TAKEN IN

FULFILLMENT OF STATUTORY OBLIGATIONS.

a) Subscriber acknowledges that in the United States: (i) several of the NASDAQ Markets are registered with

(

the SEC as national securities exchanges pursuant to Section 6 of the Act, and FINRA is registered with the SEC

as a national securities association pursuant to 15A of the Act; (ii) FINRA and NASDAQ have a statutory

obligation to protect investors and the public interest, and to ensure that quotation information supplied to

investors and the public is fair and informative, and not discriminatory, fictitious or misleading; (iii) Section

1

9(g)(1) of the Act mandates that FINRA and NASDAQ comply with the NASDAQ Requirements; (iv) NASDAQ

has jurisdiction to enforce compliance with certain of the NASDAQ Requirements; (v) FINRA has jurisdiction to

enforce compliance with certain of the NASDAQ Requirements; and (vi) NASDAQ is obligated to offer terms that

are not unreasonably discriminatory between Subscribers, subject to applicable NASDAQ Requirements.

Accordingly, Subscriber agrees that NASDAQ, when required to do so in fulfillment of its statutory obligations,

may, temporarily or permanently, unilaterally condition, modify or terminate the right of any or all individuals

or entities to receive or use the Information. NASDAQ shall undertake reasonable efforts to notify Subscriber of

any such condition, modification or termination, and Subscriber shall promptly comply with any such notice

within such period of time as may be determined in good faith by NASDAQ to be necessary, consistent with its

statutory obligations. Any Person that receives such a notice shall have available to it such procedural protections

as are provided to it by the Act and the applicable rulesthereunder.

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(

b) Subscriber acknowledges that, in Europe, NASDAQ is obligated to offer terms that are not unreasonably

discriminatory between Subscribers, subject to applicable NASDAQ Requirements. NASDAQ when required to do

so in fulfillment of the its statutory obligations, may, temporarily or permanently, unilaterally condition, modify

or terminate the right of any and all individuals or entities to receive or use the Information. NASDAQ shall

notify the Subscriber of any such condition, modification or termination, and the Subscriber shall promptly

comply with any such notice within such period of time as may be determined in good faith by NASDAQ to be

necessary, consistent with its statutory obligations. If the Subscriber receives such notice, it will have available

to it all procedural protections provided to it by statute and any applicable regulatory rules.

(c) If Subscriber is a member of a NASDAQ Market, then Subscriber expressly acknowledges and agrees that

(

i) this Agreement does not limit or reduce in any way Subscriber’s obligations and responsibilities as a member

of any applicable NASDAQ Market; (ii) this Agreement does not in any way alter the procedures or standards

generally applicable to disciplinary or other actions taken by NASDAQ to enforce compliance with, or impose

sanctions for violations of, the NASDAQ Requirements; and (iii) the nonpayment of amounts due under this

Agreement could result in the suspension or cancellation of Subscriber's membership in a NASDAQ Market in

accordance with the NASDAQRequirements.

Version 1.1