NASDAQ OMX Group (NDAQ)

Section 2 . Transfer and Sale of Businesses

Section 2.a.i. Transfer. The Parties hereby revoke the portion of the Delegation Plan delegating responsibility from NASD to Nasdaq for conducting the Businesses and hereby transfer the assets of the Businesses to NASD, subject to the terms and conditions of this Agreement.

Section 2.a.ii. Sale. Nasdaq hereby represents and warrants that it has the legal right and title to, and does in fact transfer to NASD all rights, title and interest in and to all of the assets of the Businesses, tangible or intangible, including without limitation NASD OTC Software, that exists as of the Effective Date, Websites, Data, Historical Data, the BRD, and the Assets listed in Exhibit 2.a. In addition, Nasdaq transfers to NASD all rights, title and interest in and to documentation relating to and regarding the Businesses Subsystems (including without limitation all internal and external management reports and economic analysis reports), all revenue streams generated by the Businesses, any business opportunities, or portions thereof, related to the Businesses (regardless of whether those business opportunities have been exercised), and all quid pro quo consideration generated from the Businesses and goodwill associated with each asset and existing in the Business and any residual value of the Businesses not otherwise addressed in this Agreement, in such percentage as the foregoing are attributable to the Businesses. Further, in the event the SEC determines that markets can own symbols assigned to companies, as between NASD and Nasdaq, NASD will own any symbols assigned to companies that trade in the over-the-counter markets and are not listed on The Nasdaq Stock Market or an exchange. All assets described in this section shall collectively be referred to as the “Businesses’ Assets”. Exhibit 2.a. list specifically enumerated Business Assets transferred pursuant to this Agreement. In the event the parties discover additional assets that should have been considered to be the Businesses’ Assets but are not listed in this Agreement or Exhibit 2.a., the parties shall reform Exhibit 2.a. to reflect the transfer and sale of such additional asset(s) under this Agreement. Nasdaq will assign to NASD all third party agreements necessary to effectuate the purposes of this Section 2.a. ii. including without limitation agreements related to the operation of the Websites to the extent each relevant vendor consents to such assignment. In addition, to the extent that the Businesses have ownership rights in any names, trademarks, trade names, trade dress, service marks, domain names or copyrights (other than copyrights in source or object code) that relate solely to the Businesses and do not contain a word, phrase, design or mark that is used by Nasdaq in any other context in an ordinary non-source identifying capacity, Nasdaq hereby transfers to NASD such assets AS IS with no warranty of any kind. By way of example and not limitation, in the event there were to be a mark that was identified as “Nasdaq OTCBB”, Nasdaq would retain use of the trademark “Nasdaq”; NASD would retain use of the term “OTCBB”; and neither party would be permited to use the mark “Nasdaq OTCBB” without the other’s permission. In the event the parties cannot reach agreement as to whether additional assets are Businesses’ Assets, they will use the Dispute Resolution procedures set out in Section 30 herein to so determine.

Section 2.a.iii. Assignment of Agreements. Nasdaq and NASD shall use commercially reasonable efforts to cooperate with each other either to assign specified portions of Nasdaq’s Workstation II Agreements as well as their Distributor Agreements, or to give NASD third party beneficiary rights under those agreements. In the event the parties agree that Nasdaq will assign portions of the agreements to NASD and a claim arises directly under the portion of the agreement which was assigned by Nasdaq under this Section 2.a.iii. and a competent legal authority with jurisdiction over the matter determines that Nasdaq can no longer enforce its rights under the portion of the agreement that was assigned to NASD, NASD will, as part of the assignments, agree to indemnify Nasdaq up to and to the extent of protection that Nasdaq would have had if a portion of the portion of the agreement had not been assigned to NASD.

Section 2.b. Upon execution of this Agreement, all right, title and interest in and to the intellectual property listed in Exhibit 2.a. will be transferred by Nasdaq to NASD. Nasdaq agrees to use commercially reasonable efforts to give NASD and any persons designated by NASD any assistance reasonably required in order to perfect any of the intellectual property rights assigned within five (5) business days following a request by NASD.

Section 2.c. Consideration for Transfer of Businesses. The parties hereto acknowledge and agree that NASD’s agreement to outsource the operation of the Business to Nasdaq, in accordance with this Agreement, the waiver of Regulatory Fees from NASD to Nasdaq, the receipt and sufficiency of which is acknowledged by Nasdaq, as well as NASD’s assumption of the responsibility for the operation of the Businesses shall serve as adequate and fair consideration for the transfer of the Businesses’ Assets. As further consideration for the transfer of certain assets in the Businesses from Nasdaq to NASD, NASD agrees that it will waive any fee incurred by Nasdaq for the regulation of the Businesses but not billed prior to the Effective Date.