NASDAQ OMX Group (NDAQ)

Section 10. Pricing and Payment Terms.

10.a. Fee for Core Services (Operational Support Fee). In consideration of the Core Services provided hereunder, NASD shall pay to Nasdaq a fixed yearly price for Core Services as set forth below:

i. For the first year of this two year agreement, (i) $2,700,000 (Two Million Seven Hundred Thousand Dollars) for OTC Equities and (ii) $11,500,000 (Eleven Million Five Hundred Thousand Dollars) for OTCBB; and

ii. For the second year of this two year agreement, (i) $2,700,000 (Two Million Seven Hundred Thousand Dollars) for OTC Equities and (ii) $12,000,000 (Twelve Million Dollars) for OTCBB.

iii. These charges do not include the cost for developing any Enhancements or for Other Services as described in Section 7. As Enhancement(s) come on line there may be a resultant increase to the Operational Support Fee.

10.b. Resources Charge. Resources will be calculated based on the aggregate of hours spent multiplied by applicable hourly rates charged by each support group. Time shall be charged in  ¹/2 hour increments with time rounded down to the next ½ hour increment if less than 30 minutes have been spent and time rounded up to the next  ¹/2 hour if time spent 30 minutes or more. Nasdaq shall submit timesheets with invoices containing charges for hourly rate resources that shall contain a description of the work performed and time spent to perform the work that is sufficiently detailed to allow NASD’s OTCBB/OTC Equities Product Manager to evaluate the reasonableness of time spent on a particular task. Hourly rates for each support group are as follows: business requirements $115/hr; technical support services $115/hr; development (coding, design, etc.) $155/hr; software quality management $125/hr; business operations support $125/hr. The technical operations rate will be established by Nasdaq on a case-by-case basis) Resources for support outside of the support groups (e.g. technical operations, specific skill sets such as Microsoft Expert) will be priced on a case-by-case basis, subject to pre approval by NASD. Hourly rates for Resources shall not increase in excess of COLA from year-to-year. Nasdaq shall pass-through the direct costs incurred for denials/removals of listing in OTCBB. Nasdaq shall obtain NASD’s written approval prior to incurring hearing costs in excess of those amounts that NASD may charge by rule. In the event Nasdaq fails to get NASD’s written consent to exceed the hearing costs that NASD is allowed to charge by rule, NASD shall not be liable for any hearing costs in excess of that which they are allowed to charge by rule.

10.c. Increase in Operational Support Fee. NASD agrees there may be an increase to the Operational Support Fee as a result of proceeding with an NASD or Partially Funded Enhancement (“Revised Operational Support Fee”). A Revised

Operational Support Fee, if any, shall be included in the Final estimate of such Enhancement. If the Revised Operational Support Fee is agreed to by NASD, Nasdaq will proceed with developing such Enhancement and the Revised Operational Support Fee will be effective the date the Enhancement is accepted by NASD into a production environment. If NASD disagrees with the Revised Operational Support Fee the parties shall mediate such dispute in accordance with Section 30.

10.d. Facilities Charge. NASD shall pay Nasdaq a monthly facilities charge of $98.64/square feet for hosting third party hardware at NASD’s request. The facilities charge shall not increase by more than the COLA at the end of any Term.

10.e. Competitive Rate Pricing. The parties hereto agree that the most favorable rate that Nasdaq provides to its customers for services that are substantially similar to the website development, maintenance and operation, hosting and program support, software maintenance and support, software development or modification, telecommunication network, data feed interface support, business operation support and any additional services provided under this Agreement or any amendment hereto shall be used in determining the Fees charged to NASD for substantially similar services (“Competitive Rates”) during the Term.