NASDAQ OMX Group (NDAQ)

Section 12. Payment Procedures.

12.a. Monthly Invoice. Nasdaq shall send NASD a monthly invoice for Nasdaq’s time and material charges for milestones reached in the prior billing period. The monthly invoice shall also reflect the monthly flat rate for Core Services (for purposes of clarification, 1/12 of $2,700,000.00 plus $11,500,000 in the first year). Nasdaq shall submit invoices for time and material work based upon milestone completion dates as set out in the Enhancement project plan or other documentation evidencing the request by NASD for such time and material work. NASD will pay all invoices not in dispute within thirty (30) days of its receipt of such invoice (“Due Date”). If NASD disputes any amount, it will pay all amounts not in dispute and will notify Nasdaq of its dispute within ten (10) business days of its receipt of such invoice. Nasdaq’s Product Manager(s) and NASD’s OTCBB/OTC Equities Product Manager will then attempt to resolve such discrepancies. If the parties are unable to resolve any such dispute within twenty (20) business days of NASD’s receipt of such invoice, then the parties will then resolve any remaining disagreements through the procedures set forth in Section 30 herein. All invoices may be paid by electronic funds transfer.

12.b. Late Fees. NASD shall pay a late fee charge equal to one half of one percent (1/2%) per month of the invoiced amount for any undisputed amounts not paid within 30 days from the Due Date or the resolution of the dispute pursuant to the procedures set forth in Section 30, as appropriate.