NASDAQ OMX Group (NDAQ)

Section 1.dd. OTCBB Eligible Securities. “OTCBB Eligible Securities” shall have the meaning given to it in NASD Rule 6530 as such rule may be amended from time-to-time. A current copy of NASD Rule 6530 is attached hereto at Exhibit 1.dd.

Section 1.ee. OTC Equity Security. “OTC Equity Security” shall have the meaning given to it in NASD Rule 6610 as such rule may be amended from time-to-time. A current copy of NASD 6610 is attached hereto at Exhibit 1.ee. The definition of OTC Equity Security shall also include non-Nasdaq securities as defined in NASD Rule 6710(c) to the extent such securities are not included in the Nasdaq Stock Market nor traded on any national securities exchange nor included in a Transaction Reporting Plan pursuant to SEC Rule 240.11Aa3-1 or SEC Rule 242.601 and direct participation programs as defined in NASD Rule 6910(c) that are subject to the provisions of the NASD Rule 6900 series.

Section 1.ff. OTC Operations Services. “OTC Operations Services” shall mean responsibilities for Listing Qualification Services, User Services and Subscriber Services (as such terms are described below), including without limitation, the following as they relate to the Businesses:

(i) automated (A) handling of quotations, transaction reports, and comparisons of transactions, (B) trade reporting services described in the OTC Operations Procedures Manual (“OPM”) attached hereto as Exhibit 1.ff., and (C) dissemination of trade and quote data;

(ii) collecting, processing, consolidating, and providing to NASD Regulation, Inc. (or otherwise as designated by NASD) the information requisite to operation of the surveillance audit trail related to subsection (i)(A), as set forth in the OPM;

(iii) OTC Data integrity functions as set forth in the OPM;

(iv) services provided by Nasdaq under this Agreement of or relating to the quoting requirements and quoting of securities on the Businesses, including without limitation, quoting requirements, actions to assure OTC Data integrity, billing and customer support functions (“Listing Qualification Services”). The Listing Qualification Services that Nasdaq shall provide to NASD under this Agreement are set out in the OPM;

(v) services provided by Nasdaq of or relating to the facilitation of the use of the OTC Systems by approved individuals and entities, including without limitation, trading operations, MarketWatch, assistance with necessary Interfaces, customer support and billing (“User Services”). The User Services that Nasdaq shall provide to NASD under this Agreement are set out in the OPM;

(vi) services provided by Nasdaq of or relating to the facilitation of the use of the Data of the Businesses, including without limitation, OTC Operations, assistance with necessary Interfaces, billing, OTC data audits and customer support (“Subscriber Services”). The Subscriber Services that Nasdaq shall provide to NASD under this Agreement are set out in the OPM; and

(vii) all other day to day operational support as set forth in the OPM.

Section 1.gg. OTC Systems. “OTC Systems” shall mean the systems comprised of Nasdaq OTC Software, NASD OTC Software, Combined OTC Software, Independent OTC Software, and certain third party Software that have the functionality as set forth in the most recent version of the BRD and the TDD. The most current versions of the BRD and TDD are attached hereto as Exhibits 1.d. and 1.rr. respectively.

Section 1.hh. Preventative Maintenance. “Preventative Maintenance” shall mean the resources required by Nasdaq to undertake activities designed to forestall the OTC Systems not being Fully Operational.

Section 1.ii. Regulatory Fees. “Regulatory Fees” shall mean the NASD fees associated with the regulation of OTCBB and OTC Equities securities that accrued prior to the Effective Date.

Section 1.jj. Remedial Maintenance. “Remedial Maintenance” shall mean the resources required by Nasdaq to keep the OTC Systems Fully Operational as soon as commercially reasonable after a problem is detected and in accordance with the Emergency Procedures attached hereto at Exhibit 13.a.

Section 1.kk. Revised Operational Support Fee. “Revised Operational Support Fee” shall have the meaning given to it in Section 10.c.

Section 1.ll. Services. “Services” shall mean the Core Services, Enhancements, Other Services, Transition Support and additional services Nasdaq shall provide NASD in accordance with Section 6 and as agreed to by the parties.

Section 1.mm. Significant Business Interruption. “Significant Business Interruption” shall be defined by way of example and without limitation, data center outage, OTC Systems or Business Subsystems component failure, network outage or degradation that makes the OTC Systems or Business Subsystems unable to perform at or above the Minimum Performance Standards, inability to perform Core Services at or above the Minimum Performance Standards or inaccessibility of support site to key support personnel of NASD or Nasdaq.

Section 1. nn. Software. “Software” shall mean the object and source code (excluding Nasdaq OTC Software and Combined OTC Software which shall include the object code, only, with regard to licensing of the same to NASD either during or following the Term of this Agreement) versions of any applications programs, operating system software, computer software languages, utilities, other computer programs and Related Documentation, in whatever form or media, including the tangible media upon which such applications programs, operating systems software, computer software languages, utilities, other computer programs and Related Documentation are recorded or printed.

Section 1.oo. Subsystem. A “Subsystem” shall mean a computer system or systems that are organized into significant functional elements that comprise distinct performance and operation objectives. The OTC Systems is made up of Subsystems including without limitation Business Subsystems.

Section 1.pp. System Testing. “System Testing” shall mean the series of tests described in the SOP to determine whether all of the portions of a completed software program work together to satisfy its stated Business Requirements and Technical Specifications as set out in the BRD.

Section 1.qq. Technological Services. “Technological Services” shall mean those services necessary to ensure that the OTC System and Business Subsystems remain Fully Operational, including without limitation project support, engineering and development services, Telecommunication, Network Services, technical support inclusive of system Interfaces, Preventive and Remedial Maintenance, Enhancements, error correction and bug fixes, Acceptance Testing, BRD updates, Development Testing, Performance Analysis, System Testing, User Testing, capacity planning, Disaster Recovery, and Business Continuity.

Section 1.rr. Technical Design Document. “Technical Design Document” or “TDD” is a detailed description of the Technical Specifications which define the specific requirements each component of the overall system must meet in order for the overall business requirements of the system to be met, including, without limitation, types of hardware or software, communications, systems interfaces, data management and information flows within the program, and the Minimum Performance Standards for each Subsystem. The parties acknowledge that they have been provided with a copy of the current version of the TDD entitled “Nasdaq Automated Confirmation Transaction Design Specification” which was last revised on July 18, 2005, prior to execution of this Agreement.

Section 1.ss. Technical Specifications. “Technical Specifications” shall mean detailed descriptions of the parts and configuration of each piece of a computer system which comprise the OTC Systems and the Business Subsystems including, without limitation, types of hardware or software, communications, systems interfaces, data management and information flows within the program. Technical Specifications define the specific requirements each component must meet in order for the overall Business Requirements of the system to be met. Unless otherwise set forth herein, Technical Specifications shall be maintained by Nasdaq and shall be maintained and updated to reflect the then current Business Requirements contained in the BRD.

Section 1.tt. Term. Absent any qualification to the contrary herein, “Term” shall mean the Initial Term, plus any Renewal Term plus any Transition Period. “Initial Term” and “Renewal Term” shall have the meanings given to them in Section 14.

Section 1.uu. Transition Period. “Transition Period” shall have the meaning given to it in Section 7.

Section 1.vv. Transition Support. “Transition Support” shall consist of the provision of Core Services, Other Services and Enhancements in accordance with this Agreement.

Section 1.ww. Users. “Users” shall mean NASD, Businesses’ participants, NASD vendors and NASD subscribers in connection with the Businesses and NASD internal staff.

Section 1.xx. Website. “Website” shall mean any domain name, trade dress, trademark, service mark, hardware used to run any website of the Businesses’ website, object code and source code of any software that is used to run and maintain the website (other than interfaces between Nasdaq Systems and the website), all data which is used on the website or from which the data on the website derived, and all reports and records generated on, by or through the Businesses’ website.