NASDAQ OMX Group (NDAQ)

Section 1.q. Enhancements. “Enhancements” shall mean any improvement, enhancement, addition or modification to and of the OTC Systems or any component(s) thereof, excluding those related solely to the maintenance of the OTC Systems which do not affect functionality.

Section 1.r. Fully Operational. “Fully Operational” shall mean the condition of the OTC Systems when performing all of their designated functions as more fully set forth in this Agreement, the TDD, OPM and the BRD and in accordance with the Minimum System Performance and Minimum Operational Standards.

Section 1.s. Historical Data. “Historical Data” shall mean information that was collected, processed, distributed or stored by or pursuant to the operation of the OTC Systems, or any predecessor thereof, pursuant to the operation of the Businesses prior to the Effective Date of this Agreement, including without limitation, all databases, security and archival procedures associated with the storage, communication, and protection of such information. At the time of execution of this Agreement the following are examples of Historical Data :

Section 1.t. Independent OTC Software. “Independent OTC Software” shall mean the Software (object and source code) licensed by NASD or developed by

Nasdaq or NASD (or their contracted service provider) for functions related to the OTC System or in conjunction with the OTC Systems as set out in the BRD, paid for by NASD, which is not NASD OTC Software, Nasdaq OTC Software or Combined OTC Software. All rights title and interest in and to the Independent OTC Software along with any derivatives thereof and modifications thereto shall belong to NASD. A listing of Independent OTC Software is attached hereto at Exhibit 1.z.

Section 1.u. Minimum Operational Standards. “Minimum Operational Standards” shall mean the lowest level at which the OTC Systems can operate and still be Fully Operational. The Minimum Operational Standards shall be those operational standards which existed on September 30, 2004, and are set forth in further detail in the SOP.

Section 1.v. Minimum Performance Standards. “Minimum Performance Standards” shall mean the lowest level at which the Services can be performed while ensuring that the OTC Systems remain Fully Operational. The Minimum Performance Standards shall be those system performance standards which existed on September 30, 2004, and are set forth in further detail in the OPM.

Section 1.w. Nasdaq’s OTCBB/OTC Equities Product Manager. “Nasdaq’s OTCBB/OTC Equities Product Manager” shall mean the individual so designated by Nasdaq as NASD’s primary point of contact for all technical/operational questions and information requests related to Nasdaq’s provision of services hereunder and to oversee that the operations procedures are followed to ensure the accuracy of the Businesses processing, in accordance with the SEC and NASD rules, guidelines and best practices. Nasdaq shall notify NASD promptly following a change to the identity of Nasdaq’s OTCBB/OTC Equities Product Manager.

Section 1.x. Nasdaq Systems. “Nasdaq Systems” shall mean all of the applications that Nasdaq, or a Nasdaq affiliate, or any agent on behalf of Nasdaq or any Nasdaq affiliate, operates in the performance of Nasdaq’s business. For the purposes of clarification, unless specifically set forth in the Change Order document, Nasdaq Systems shall not include Business Subsystems or Independent OTC Software. Nasdaq Systems and all derivatives thereof and modifications thereto are owned by Nasdaq.

Section 1.y. Nasdaq OTC Software. “Nasdaq OTC Software” shall mean the Software (object and source code) other than NASD OTC Software and Independent Software which is set forth in Exhibit 1.z and which is licensed or developed by Nasdaq (or a contracted service provider), is used to operate the Businesses, and has the functionality set forth in the BRD. Nasdaq OTC Software and all derivatives thereof and modifications thereto shall be owned by Nasdaq.

Section 1.z. NASD OTC Software. “NASD OTC Software” shall mean the Software (object and source code) licensed by NASD or developed by Nasdaq or NASD (or their contracted service provider) for functions solely related the Businesses or Independent OTC Software and which are also included in the BRD. NASD OTC Software and all derivatives thereof and modifications thereto shall be owned by NASD. NASD OTC Software is specifically set forth in Exhibit 1.z.

Section 1.aa. NASD’s OTCBB/OTC Equities Product Manager. “NASD’s OTCBB/OTC Equities Product Manager” shall mean the individual so designated by NASD as Nasdaq’s primary point of contact for all technical/operational questions and information requests related to Nasdaq’s provision of services hereunder. NASD shall notify Nasdaq promptly following a change to the identity of NASD’s OTCBB/OTC Equities Product Manager.

Section 1.bb. NASD’s OTCBB/OTC Equities Operations Manager. NASD’s OTCBB/OTC Equities Operations Manager” shall mean the individual designated by NASD to set up and direct the operations policies and procedures that support the Businesses in accordance with the OPM, SEC and NASD rules, guidelines and industry best practices.

Section 1.cc. OTCBB and OTC Equities Business. “OTCBB and OTC Equities Business” means all activities of or related to operating the business of the OTCBB and the OTC Equities including without limitation, trade reporting, comparison, quote collection and dissemination of over-the-counter securities quoted on either the OTCBB or OTC Equities (including Pink Sheets), and Technology and OTC Operations Services related to or in support of trade reporting, comparison, quote collection and dissemination services related to the trading of over-the-counter securities as defined in Section 1.x.