other Members will be prohibited by virtue of their ownership of equity
in the Company or service on the Operating Committee (or body
performing similar duties) from pursuing and engaging in any such
activities, (v) none of the other

Members will be obligated to inform or present to the Company any such
opportunity, relationship, or investment, (vi) such Member will not
acquire or be entitled to any interest or participation in any Other
Business as a result of the participation therein of any of the other
Members, and (vii) the involvement of another Member in any Other
Business in and of itself will not constitute a conflict of interest by
such Person with respect to the Company or any of the Members.

Section 4.7 Subcommittees

    (a) Subject to Section 4.1, the Operating Committee shall have the
power and right, but not the obligation, to create and disband
subcommittees of the Operating Committee and to determine the duties,
responsibilities, powers, and composition of such subcommittees.
Subcommittee chairs will be selected by the Chair of the Operating
Committee from SRO Voting Representatives or Member Observers with
input from the Operating Committee.
    (b) SRO Voting Representatives, Non-SRO Voting Representatives,
Member Observers, SEC Staff, and other persons as deemed appropriate by
the Operating Committee may attend meetings of any subcommittees.
    (c) Notwithstanding paragraph (b), SRO Voting Representatives,
Member Observers, and other persons as deemed appropriate by the SRO
Voting Representatives may meet in a subcommittee to discuss an item
subject to the attorney-client privilege of the Company or that is
attorney work product of the Company.

Section 4.8 Officers

    (a) In addition to the Chair and Secretary, the Members may (but
need not), from time to time, designate and appoint one or more persons
as an Officer of the Company by a majority vote of the Members. Other
than the Chair, no Officer need be a Voting Representative. Any
Officers so designated shall have such authority and perform such
duties as the Members may, from time to time, delegate to them. Any
such delegation may be revoked at any time by a majority vote of the
Members in their sole discretion. The Members may assign titles to
particular Officers. Each Officer shall hold office until such
Officer's successor shall be duly designated or until such Officer's
death, resignation, or removal as provided in this Agreement. Any
number of offices may be held by the same individual. Officers shall
not be entitled to receive salary or other compensation, unless
approved by the Members by a majority vote.
    (b) Any Officer may resign at any time. Such resignation shall be
made in writing and shall take effect at the time specified in the
notice, or if no time be specified, at the time of its receipt by the
Members. The acceptance of a resignation shall not be necessary to make
it effective.
    (c) Any Officer may be removed at any time upon the majority vote
of the Members.

Section 4.9 Commission Access to Information

    Nothing in this Agreement shall be interpreted to limit or impede
the rights of the Commission to access information of the Company or
any of the Members (including their employees) pursuant to U.S. federal
securities laws and the rules and regulations promulgated thereunder.

Section 4.10 Disclosure of Potential Conflicts of Interest; Recusal

    (a) Disclosure Requirements. The Members, the Processors, the
Administrator, the Non-SRO Voting Representatives, and each service
provider or subcontractor engaged in Company business (including the
audit of Subscribers' data usage) that has access to Restricted or
Highly Confidential information (for purposes of this section,
``Disclosing Parties'') shall complete the applicable questionnaire to
provide the required disclosures set forth below to disclose all
material facts necessary to identify potential conflicts of interest.
The Operating Committee, a Member, Processors, or Administrator may not
use a service provider or subcontractor on Company business unless that
service provider or subcontractor has agreed in writing to provide the
disclosures required by this section and has submitted completed
disclosures to the Administrator prior to starting work. If state laws,
rules, or regulations, or applicable professional ethics rules or
standards of conduct, would act to restrict or prohibit a Disclosing
Party from making any particular required disclosure, a Disclosing
Party shall refer to such law, rule, regulation, or professional ethics
rule or standard and include in response to that disclosure the basis
for its inability to provide a complete response. This does not relieve
the Disclosing Party from disclosing any information it is not
restricted from providing.
    (i) A potential conflict of interest may exist when personal,
business, financial, or employment relationships could be perceived by
a reasonable objective observer to affect the ability of a person to be
impartial.
    (ii) Updates to Disclosures. Following a material change in the
information disclosed pursuant to Section 4.10(a), a Disclosing Party
shall promptly update its disclosures. Additionally, a Disclosing Party
shall update annually any inaccurate information prior to the Operating
Committee's first quarterly meeting of a calendar year.
    (iii) Public Dissemination of Disclosures. The Disclosing Parties
shall provide the Administrator with its disclosures and any required
updates. The Administrator shall ensure that the disclosures are
promptly posted to the Company's website.
    (iv) The Company will arrange for Disclosing Parties that are not
Members or Non-SRO Voting Representatives to comply with the required
disclosures and recusals under this Section 4.10 and Exhibit B in their
respective agreements with either the Company, a Member, the
Administrator, or the Processors.
    (b) Recusal.
    (i) A Disclosing Party may not appoint as its Voting Representative
a person that is responsible for or involved with the procurement for,
or development, modeling, pricing, licensing, or sale of PDP offered to
customers of the CT Feeds if the person has a financial interest
(including compensation) that is tied directly to the Disclosing
Party's market data business or the procurement of market data and if
that compensation would cause a reasonable objective observer to expect
the compensation to affect the impartiality of the representative.
    (ii) A Disclosing Party (including its representative(s),
employees, and agents) will be recused from participating in Company
activities if it has not submitted a required disclosure form or the
Operating Committee votes that its disclosure form is materially
deficient. The recusal will be in effect until the Disclosing Party
submits a sufficiently complete disclosure form to the Administrator.
    (iii) A Disclosing Party, including its representative(s), and its
Affiliates and their representative(s), are recused from voting on
matters in which it or its Affiliate (i) is seeking a position or
contract with the Company or (ii) have a position or contract with the
Company and whose performance is being evaluated by the Company.
    (iv) All recusals, including a person's determination of whether to
voluntarily recuse himself or herself, shall be reflected in the
meeting minutes.
    (c) Required Disclosures. As part of the disclosure regime, the
Members, the Processors, the Administrator, Non-SRO

Voting Representatives, and service providers and subcontractors must
respond to questions that are tailored to elicit responses that
disclose the potential conflicts of interest as set forth in Exhibit B.
    (d) If the Commission's approval order of the conflicts of interest
policies filed by the CQ Plan, CTA Plan, or UTP Plan is stayed or
overturned by a Governmental Authority, the requirements of this
Section 4.10 and Exhibit B shall not apply.

Section 4.11 Confidentiality Policy

    (a) The Members and Non-SRO Voting Representatives are subject to
the Confidentiality Policy set forth in Exhibit C to the Plan. The
Company will arrange for Covered Persons that are not Members or Non-
SRO Voting Representatives to comply with the Confidentiality Policy
under their respective agreements with either the Company, a Member,
the Administrator, or the Processors.
    (b) If the Commission's approval order of the confidentiality
policy filed by the CQ Plan, CTA Plan, or UTP Plan is stayed or
overturned by a Governmental Authority, the requirements of this
Section 4.11 and Exhibit C shall not apply.

Article V. The Processors; Information; Indemnification

Section 5.1 General Functions of the Processors

    Subject to the general direction of the Operating Committee, as
more fully set forth in the agreement to be entered into between the
Company and the Processors (the ``Processor Services Agreements''), the
Company shall require the Processors to perform certain processing
functions on behalf of the Company. Among other things, the Company
shall require the Processors to collect from the Members, and
consolidate and disseminate to Vendors and Subscribers, Transaction
Reports and Quotation Information in Eligible Securities in a manner
designed to assure the prompt, accurate, and reliable collection,
processing, and dissemination of information with respect to all
Eligible Securities in a fair and non-discriminatory manner.

Section 5.2 Evaluation of the Processors

    The Processors' performance of their functions under the Processor
Services Agreements shall be subject to review at any time as
determined by a vote of the Operating Committee pursuant to Section
4.3; provided, however, that a review shall be conducted at least once
every two calendar years but not more frequently than once each
calendar year (unless the Processors have materially defaulted in their
obligations under the Processor Services Agreements and such default
has not been cured within the applicable cure period set forth in the
Processor Services Agreements, in which event such limitation shall not
apply). The Operating Committee may review the Processors at staggered
intervals.

Section 5.3 Process for Selecting New Processors

    (a) No later than upon the termination or withdrawal of a Processor
or the expiration of a Processor Services Agreement with a Processor,
the Operating Committee shall establish procedures for selecting a new
Processor (the ``Processor Selection Procedures''). The Operating
Committee, as part of the process of establishing Processor Selection
Procedures, may solicit and consider the timely comment of any entity
affected by the operation of this Agreement.
    (b) The Processor Selection Procedures shall be established by the
affirmative vote of the Operating Committee pursuant to Section 4.3,
and shall set forth, at a minimum:
    (i) The entity that will:
    (A) Draft the Operating Committee's request for proposal for bids
on a new Processor;
    (B) assist the Operating Committee in evaluating bids for the new
Processor; and
    (C) otherwise provide assistance and guidance to the Operating
Committee in the selection process;
    (ii) the minimum technical and operational requirements to be
fulfilled by the Processor;
    (iii) the criteria to be considered in selecting the Processor; and
    (iv) the entities (other than Voting Representatives) that are
eligible to comment on the selection of the Processor.

Section 5.4 Transmission of Information to Processors by Members

    (a) Quotation Information.
    (i) Each Member shall, during the time it is open for trading, be
responsible for promptly collecting and transmitting to the Processors
accurate Quotation Information in Eligible Securities through any means
set forth in the Processor Services Agreements to ensure that the
Company complies with its obligations under the Processor Services
Agreements.
    (ii) Quotation Information shall include:
    (A) Identification of the Eligible Security, using the Listing
Market's symbol;
    (B) the price bid and offered, together with size;
    (C) for FINRA, the FINRA Participant along with the FINRA
Participant's market participant identification or Member from which
the quotation emanates;
    (D) appropriate timestamps;
    (E) identification of quotations that are not firm; and
    (F) through appropriate codes and messages, withdrawals and similar
matters.
    (iii) In addition, Quotation Information shall include:
    (A) In the case of a national securities exchange, the reporting
Participant's matching engine publication timestamp; or
    (B) in the case of FINRA, the quotation publication timestamp that
FINRA's bidding or offering member reports to FINRA's quotation
facility in accordance with FINRA rules. In addition, if FINRA's
quotation facility provides a proprietary feed of its quotation
information, then the quotation facility shall also furnish the
Processors with the time of the quotation as published on the quotation
facility's proprietary feed. FINRA shall convert any quotation times
reported to it to nanoseconds and shall furnish such times to the
Processors in nanoseconds since Epoch.
    (b) Transaction Reports.
    (i) Each Member shall, during the time it is open for trading, be
responsible for promptly transmitting to the Processor Transaction
Reports in Eligible Securities executed in its Market by means set
forth in the Processor Services Agreements.
    (ii) Transaction Reports shall include:
    (A) Identification of the Eligible Security, using the Listing
Market's symbol;
    (B) the number of shares in the transaction;
    (C) the price at which the shares were purchased or sold;
    (D) the buy/sell/cross indicator;
    (E) appropriate timestamps;
    (F) the Market of execution; and
    (G) through appropriate codes and messages, late or out-of-sequence
trades, corrections, and similar matters.
    (iii) In addition, Transaction Reports shall include the time of
the transaction as identified in the Participant's matching engine
publication timestamp. However, in the case of FINRA, the time of the
transaction shall be the time of execution that a FINRA member reports
to a FINRA trade reporting facility in accordance with FINRA rules. In

addition, if the FINRA trade reporting facility provides a proprietary
feed of trades reported by the trade reporting facility to the
Processor, then the FINRA trade reporting facility shall also furnish
the Processors with the time of the transmission as published on the
facility's proprietary feed. The FINRA trade reporting facility shall
convert times that its members report to it to nanoseconds and shall
furnish such times to the Processors in nanoseconds since Epoch.
    (iv) Each Member shall (a) transmit all Transaction Reports in
Eligible Securities to the Processors as soon as practicable, but not
later than 10 seconds, after the time of execution, (b) establish and
maintain collection and reporting procedures and facilities reasonably
designed to comply with this requirement, and (c) designate as ``late''
any last sale price not collected and reported in accordance with the
above-referenced procedures or as to which the Member has knowledge
that the time interval after the time of execution is significantly
greater than the time period referred to above. The Members shall seek
to reduce the time period for reporting last sale prices to the
Processors as conditions warrant.
    (v) The following types of transactions are not required to be
reported to the Processors pursuant to this Agreement:
    (A) Transactions that are part of a primary distribution by an
issuer or of a registered secondary distribution or of an unregistered
secondary distribution;
    (B) transactions made in reliance on Section 4(a)(2) of the
Securities Act of 1933;
    (C) transactions in which the buyer and the seller have agreed to
trade at a price unrelated to the current market for the security
(e.g., to enable the seller to make a gift);
    (D) the acquisition of securities by a broker-dealer as principal
in anticipation of making an immediate exchange distribution or
exchange offering on an exchange;
    (E) purchases of securities pursuant to a tender offer;
    (F) purchases or sales of securities effected upon the exercise of
an option pursuant to the terms thereof or the exercise of any other
right to acquire securities at a pre-established consideration
unrelated to the current market; and
    (G) transfers of securities that are expressly excluded from trade
reporting under FINRA rules.
    (c) The following symbols shall be used to denote the applicable
Member:

------------------------------------------------------------------------
                 Code                                Member
------------------------------------------------------------------------
A....................................  NYSE American LLC.
Z....................................  Cboe BZX Exchange, Inc.
Y....................................  Cboe BYX Exchange, Inc.
B....................................  Nasdaq BX, Inc.
W....................................  Cboe Exchange, Inc.
M....................................  NYSE Chicago, Inc.
J....................................  Cboe EDGA Exchange, Inc.
K....................................  Cboe EDGX Exchange, Inc.
I....................................  Nasdaq ISE, LLC.
V....................................  Investors' Exchange LLC.
D....................................  Financial Industry Regulatory
                                        Authority, Inc.
Q....................................  The Nasdaq Stock Market LLC.
C....................................  NYSE National, Inc.
N....................................  New York Stock Exchange LLC.
P....................................  NYSE Arca, Inc.
X....................................  Nasdaq PHLX LLC.
L....................................  Long-Term Stock Exchange Inc.
U....................................  MEMX LLC.
------------------------------------------------------------------------

    (d) Indemnification.
    (i) Each Member agrees, severally and not jointly, to indemnify and
hold harmless and defend the Company, each other Member, the
Processors, the Administrator, the Operating Committee, and each of
their respective directors, officers, employees, agents, and Affiliates
(each, an ``Member Indemnified Party'') from and against any and all
loss, liability, claim, damage, and expense whatsoever incurred or
threatened against such Member Indemnified Party as a result of a
system error or disruption at such Member's Market affecting any
Transaction Reports, Quotation Information, or other information
reported to the Processors by such Member and disseminated by the
Processors to Vendors and Subscribers. This indemnity shall be in
addition to any liability that the indemnifying Member may otherwise
have.
    (ii) Promptly after receipt by a Member Indemnified Party of notice
of the commencement of any action, such Member Indemnified Party will,
if it intends to make a claim in respect thereof against an
indemnifying Member, notify the indemnifying Member in writing of the
commencement thereof; provided, however, that the failure to so notify
the indemnifying Member will only relieve the indemnifying Member from
any liability which it may have to any Member Indemnified Party to the
extent such indemnifying Member is actually prejudiced by such failure.
In case any such action is brought against any Member Indemnified Party
and it promptly notifies an indemnifying Member of the commencement
thereof, the indemnifying Member will be entitled to participate in,
and, to the extent that it elects (jointly with any other indemnifying
Member similarly notified), to assume and control the defense thereof
with counsel chosen by it. After notice from the indemnifying Member of
its election to assume the defense thereof, the indemnifying Member
will not be liable to such Indemnified Party for any legal or other
expenses subsequently incurred by such Member Indemnified Party in
connection with the defense thereof but the Member Indemnified Party
may, at its own expense, participate in such defense by counsel chosen
by it without, however, impairing the indemnifying Member's control of
the defense. If the indemnifying Member has assumed the defense in
accordance with the terms hereof, the indemnifying Member may enter
into a settlement or consent to any judgment without the prior written
consent of the Member Indemnified Party if (i) such settlement or
judgment involves monetary damages only, all of which will be fully
paid by the indemnifying Member and without admission of fault or
culpability on behalf of any Member Indemnified Party, and (ii) a term
of the settlement or judgment is that the Person or Persons asserting
such claim unconditionally and irrevocably release all Member
Indemnified Parties from all liability with respect to such claim;
otherwise, the consent of the Member Indemnified Party shall be
required in order to enter into any settlement of, or consent to the
entry of a judgment with respect to, any claim (which consent shall not
be unreasonably withheld, delayed, or conditioned).

Section 5.5 Operational Issues

    (a) Each Member shall be responsible for collecting and validating
quotes and last sale reports within its own system prior to
transmitting this data to the Processors.
    (b) Each Member may utilize a dedicated Member line into the
Processors to transmit Transaction Reports and Quotation Information to
the Processors.
    (c) Whenever a Member determines that a level of trading activity
or other unusual market conditions prevent it from collecting and
transmitting Transaction Reports or Quotation Information to the
Processor, or where a trading halt or suspension in an Eligible
Security is in effect in its Market, the Member shall promptly notify
the Processors of such condition or event and shall resume collecting
and transmitting Transaction Reports and Quotation Information to it as
soon as the condition or event is terminated. In the event of a system
malfunction resulting in the inability of a Member or its members to
transmit Transaction Reports or Quotation Information to the

Processors, the Member shall promptly notify the Processors of such
event or condition. Upon receiving such notification, the Processors
shall take appropriate action, including either closing the quotation
or purging the system of the affected quotations.

Article VI. The Administrator

Section 6.1 General Functions of the Administrator

    Subject to the general direction of the Operating Committee, as
more fully set forth in the agreement entered into between the Company
and the Administrator (the ``Administrative Services Agreement''), the
Administrator shall perform administrative functions on behalf of the
Company including recordkeeping; administering Vendor and Subscriber
contracts; administering Fees, including billing, collection, and
auditing of Vendors and Subscribers; administering Distributions; tax
functions of the Company; and the preparation of the Company's audited
financial reports.

Section 6.2 Evaluation of the Administrator

    The Administrator's performance of its functions under the
Administrative Services Agreement shall be subject to review at any
time as determined by an affirmative vote of the Operating Committee
pursuant to Section 4.3; provided, however, that a review shall be
conducted at least once every two calendar years but not more
frequently than once each calendar year (unless the Administrator has
materially defaulted in its obligations under the Administrative
Services Agreement and such default has not been cured within the
applicable cure period set forth in the Administrative Services
Agreement, in which event such limitation shall not apply). The
Operating Committee shall appoint a subcommittee or other Persons to
conduct the review. The Company shall require the reviewer to provide
the Operating Committee with a written report of its findings and to
make recommendations (if necessary), including with respect to the
continuing operation of the Administrator. The Administrator shall be
required to assist and participate in such review. The Operating
Committee shall notify the Commission of any recommendations it may
approve as a result of the review of the Administrator and shall supply
the Commission with a copy of any reports that may be prepared in
connection therewith.

Section 6.3 Process for Selecting New Administrator

    Prior to the Operative Date, upon the termination or withdrawal of
the Administrator, or upon the expiration of the Administrative
Services Agreement, the Operating Committee shall establish procedures
for selecting a new Administrator (the ``Administrator Selection
Procedures''). The Administrator selected by the Operating Committee
may not be owned or controlled by a corporate entity that, either
directly or via another subsidiary, offers for sale its own PDP. The
Operating Committee, as part of the process of establishing
Administrator Selection Procedures, may solicit and consider the timely
comment of any entity affected by the operation of this Agreement. The
Administrator Selection Procedures shall be established by the Voting
Representatives pursuant to Section 4.3, and shall set forth, at a
minimum:
    (a) The entity that will:
    (i) Draft the Operating Committee's request for proposal for bids
on a new Administrator;
    (ii) assist the Operating Committee in evaluating bids for the new
Administrator; and
    (iii) otherwise provide assistance and guidance to the Operating
Committee in the selection process.
    (b) the minimum technical and operational requirements to be
fulfilled by the Administrator;
    (c) the criteria to be considered in selecting the Administrator;
and
    (d) the entities (other than Voting Representatives) that are
eligible to comment on the selection of the Administrator.

Article VII. Regulatory Matters

Section 7.1 Regulatory and Operational Halts

    (a) Operational Halts. A Member shall notify the Processors if it
has concerns about its ability to collect and transmit quotes, orders,
or last sale prices, or where it has declared an Operational Halt or
suspension of trading in one or more Eligible Securities, pursuant to
the procedures adopted by the Operating Committee.
    (b) Regulatory Halts.
    (i) The Primary Listing Market may declare a Regulatory Halt in
trading for any security for which it is the Primary Listing Market:
    (A) As provided for in the rules of the Primary Listing Market;
    (B) if it determines there is a SIP Outage, Material SIP Latency,
or Extraordinary Market Activity; or
    (C) in the event of national, regional, or localized disruption
that necessitates a Regulatory Halt to maintain a fair and orderly
market.
    (ii) In making a determination to declare a Regulatory Halt under
subparagraph (b)(i), the Primary Listing Market will consider the
totality of information available concerning the severity of the issue,
its likely duration, and potential impact on Member Firms and other
market participants and will make a good-faith determination that the
criteria of subparagraph (b)(i) have been satisfied and that a
Regulatory Halt is appropriate. The Primary Listing Market will
consult, if feasible, with the affected Trading Center(s), the other
Members, or the Processors, as applicable, regarding the scope of the
issue and what steps are being taken to address the issue. Once a
Regulatory Halt under subparagraph (b)(i) has been declared, the
Primary Listing Market will continue to evaluate the circumstances to
determine when trading may resume in accordance with the rules of the
Primary Listing Market.
    (c) Initiating a Regulatory Halt.
    (i) The start time of a Regulatory Halt is when the Primary Listing
Market declares the halt, regardless of whether an issue with
communications impacts the dissemination of the notice.
    (ii) If a Processor is unable to disseminate notice of a Regulatory
Halt or the Primary Listing Market is not open for trading, the Primary
Listing Market will take reasonable steps to provide notice of a
Regulatory Halt, which shall include both the type and start time of
the Regulatory Halt, by dissemination through:
    (A) PDP;
    (B) posting on a publicly-available Member website; or
    (C) system status messages.
    (iii) Except in exigent circumstances, the Primary Listing Market
will not declare a Regulatory Halt retroactive to a time earlier than
the notice of such halt.
    (iv) Resumption of Trading After Regulatory Halts Other Than SIP
Halts. The Primary Listing Market will declare a resumption of trading
when it makes a good-faith determination that trading may resume in a
fair and orderly manner and in accordance with its rules.
    (v) For a Regulatory Halt that is initiated by another Member that
is a Primary Listing Market, a Member may resume trading after the
Member receives notification from the Primary Listing Market that the
Regulatory Halt has been terminated.
    (d) Resumption of Trading After SIP Halt.
    (i) The Primary Listing Market will determine the SIP Halt Resume
Time. In

making such determination, the Primary Listing Market will make a good-
faith determination and consider the totality of information to
determine whether resuming trading would promote a fair and orderly
market, including input from the Processors, the other Members, or the
operator of the system in question (as well as any Trading Center(s) to
which such system is linked), regarding operational readiness to resume
trading. The Primary Listing Market retains discretion to delay the SIP
Halt Resume Time if it believes trading will not resume in a fair and
orderly manner.
    (ii) The Primary Listing Market will terminate a SIP Halt with a
notification that specifies a SIP Halt Resume Time. The Primary Listing
Market shall provide a minimum notice of a SIP Halt Resume Time, as
specified by the rules of the Primary Listing Market, during which
period market participants may enter quotes and orders in the affected
securities. During Regular Trading Hours, the last SIP Halt Resume Time
before the end of Regular Trading Hours shall be an amount of time as
specified by the rules of the Primary Listing Market. The Primary
Listing Market may stagger the SIP Halt Resume Times for multiple
symbols in order to reopen in a fair and orderly manner.
    (iii) During Regular Trading Hours, if the Primary Listing Market
does not open a security within the amount of time as specified by the
rules of the Primary Listing Market after the SIP Halt Resume Time, a
Member may resume trading in that security. Outside Regular Trading
Hours, a Member may resume trading immediately after the SIP Halt
Resume Time.
    (e) Member to Halt Trading During Regulatory Halt. A Member will
halt trading for any security traded on its Market if the Primary
Listing Market declares a Regulatory Halt for the security.
    (f) Communications. Whenever, in the exercise of its regulatory
functions, the Primary Listing Market for an Eligible Security
determines it is appropriate to initiate a Regulatory Halt, the Primary
Listing Market will notify all other Members and the affected
Processors of such Regulatory Halt as well as provide notice that a
Regulatory Halt has been lifted using such protocols and other
emergency procedures as may be mutually agreed to between the Members
and the Primary Listing Market. The affected Processors shall
disseminate to Members notice of the Regulatory Halt (as well as notice
of the lifting of a Regulatory Halt) (i) through the CT Feeds or (ii)
any other means the affected Processors, in its sole discretion,
considers appropriate. Each Member shall be required to continuously
monitor these communication protocols established by the Operating
Committee and the Processors during market hours, and the failure of a
Member to do so shall not prevent the Primary Listing Market from
initiating a Regulatory Halt in accordance with the procedures
specified herein.

Section 7.2 Hours of Operation of the System

    (a) Quotation Information shall be entered, as applicable, by
Members as to all Eligible Securities in which they make a market
during Regular Trading Hours on all days the Processors are in
operation. Transaction Reports shall be entered between 9:30 a.m. and
4:00:10 p.m. ET by Members as to all Eligible Securities in which they
execute transactions during Regular Trading Hours on all days the
Processors are in operation.
    (b) Members that execute transactions in Eligible Securities
outside of Regular Trading Hours, shall report such transactions as
follows:
    (i) Transactions in Eligible Securities executed between 4:00 a.m.
and 9:29:59 a.m. ET and between 4:00:01 p.m. and 8:00 p.m. ET, shall be
designated with an appropriate indicator to denote their execution
outside normal market hours;
    (ii) transactions in Eligible Securities executed after 8:00 p.m.
and before 12:00 a.m. (midnight) shall be reported to the Processors
between the hours of 4:00 a.m. and 8:00 p.m. ET on the next business
day (T+1), and shall be designated ``as/of'' trades to denote their
execution on a prior day, and be accompanied by the time of execution;
    (iii) transactions in Eligible Securities executed between 12:00
a.m. (midnight) and 4:00 a.m. ET shall be transmitted to the Processors
between 4:00 a.m. and 9:30 a.m. ET, on trade date, shall be designated
with an appropriate indicator to denote their execution outside normal
market hours, and shall be accompanied by the time of execution; and
    (iv) transactions reported pursuant to this Section 7.3 shall be
included in the calculation of total trade volume for purposes of
determining Net Distributable Operating Revenue, but shall not be
included in the calculation of the daily high, low, or last sale.
    (c) Late trades shall be reported in accordance with the rules of
the Member in whose Market the transaction occurred and can be reported
between the hours of 4:00 a.m. and 8:00 p.m. ET.
    (d) The Processors shall collect, process and disseminate Quotation
Information in Eligible Securities at other times between 4:00 a.m. and
9:30 a.m. ET, and after 4:00 p.m. ET, when any Member or FINRA
Participant is open for trading, until 8:00 p.m. ET (the ``Additional
Period''); provided, however, that the National Best Bid and Offer
quotation will not be disseminated before 4:00 a.m. or after 8:00 p.m.
ET. Members that enter Quotation Information or submit Transaction
Reports to the Processors during the Additional Period shall do so for
all Eligible Securities in which they enter quotations.

Article VIII. Capital Contributions; Capital Accounts

Section 8.1 Capital Accounts

    (a) A separate capital account (``Capital Account'') shall be
established and maintained by the Company for each Member in accordance
with section 704(b) of the Code and Treasury Regulation section 1.704-1
(b)(2)(iv). There shall be credited to each Member's Capital Account
(i) the Capital Contributions (at fair market value in the case of
contributed property) made by such Member (which shall be deemed to be
zero for the initial Members), (ii) allocations of Company profits and
gain (or items thereof) to such Member pursuant to Section 10.2 and
(iii) any recaptured tax credits, or portion thereof, to the extent
such increase to the tax basis of a Member's interest in the Company
may be allowed pursuant to the Code. Each Member's Capital Account
shall be decreased by (x) the amount of distributions (at fair market
value in the case of property distributed in kind) to such Member, (y)
allocations of Company losses to such Member (including expenditures
which can neither by capitalized nor deducted for tax purposes,
organization and syndication expenses not subject to amortization and
loss on sale or disposition of the Company's assets, whether or not
disallowed under sections 267 or 707 of the Code) pursuant to Section
10.2 and (z) any tax credits, or portion thereof, as may be required to
be charged to the tax basis of a Membership Interest pursuant to the
Code. Capital Accounts shall not be adjusted to reflect a Member's
share of liabilities under section 752 of the Code.
    (b) The fair market value of contributed, distributed, or revalued
property shall be agreed to by the Operating Committee or, if there is
no such agreement, by an appraisal.
    (c) The foregoing provisions and the other provisions of this
Agreement relating to the maintenance of Capital Accounts are intended
to comply with

Treasury Regulation section 1.704-1(b) promulgated under section 704(b)
of the Code, and shall be interpreted and applied in a manner
consistent with such Treasury Regulations.

Section 8.2 Additional Capital Contributions

    Except with the approval of the Operating Committee or as otherwise
provided in this Section 8.2, no Member shall be obligated or permitted
to make any additional contribution to the capital of the Company. The
Members agree to make additional Capital Contributions from time to
time as appropriate in respect of reasonable administrative and other
reasonable expenses of the Company.

Section 8.3 Distributions

    Except as set forth in this Section 8.3 and Section 11.2, and
subject to the provisions of Section 13.1, Distributions shall be made
to the Members at the times and in the aggregate amounts set forth in
Exhibit D. Notwithstanding any provisions to the contrary contained in
this Agreement, the Company shall not make a Distribution to a Member
on account of its interest in the Company if such Distribution would
violate Section 18-607 of the Delaware Act or other Applicable Law.
Distributions may be made in cash or, if determined by the Operating
Committee, in-kind. The Operating Committee may reserve amounts for
anticipated expenses or contingent liabilities of the Company. In the
event that additional Capital Contributions are called for, and any
Member fails to provide the full amount of such additional Capital
Contributions as set forth in the relevant resolution of the Operating
Committee, any Distributions to be made to such defaulting Member shall
be reduced by the amount of any required but unpaid Capital
Contribution due from such Member.

Article IX. Allocations

Section 9.1 Calculation of Profits and Losses

    To the fullest extent permitted by Applicable Law, the profits and
losses of the Company shall be determined for each fiscal year in a
manner consistent with GAAP.

Section 9.2 Allocation of Profits and Losses

    (a) Except as otherwise set forth in this Section 9.2, for Capital
Account purposes, all items of income, gain, loss, and deduction shall
be allocated among the Members in accordance with Exhibit D.
    (b) For federal, state and local income tax purposes, items of
income, gain, loss, deduction, and credit shall be allocated to the
Members in accordance with the allocations of the corresponding items
for Capital Account purposes under this Section 9.2, except that items
with respect to which there is a difference between tax and book basis
will be allocated in accordance with Section 704(c) of the Code, the
Treasury Regulations thereunder and Treasury Regulations Section 1.704-
1(b)(4)(i).
    (c) Notwithstanding any provision set forth in this Section 9.2, no
item of deduction or loss shall be allocated to a Member to the extent
the allocation would cause a negative balance in such Member's Capital
Account (after taking into account the adjustments, allocations and
distributions described in Treasury Regulations Sections 1.704-
1(b)(2)(ii)(d)(4), (5) and (6)) that exceeds the amount that such
Member would be required to reimburse the Company pursuant to this
Agreement or Applicable Law.
    (d) In the event any Member unexpectedly receives any adjustments,
allocations, or distributions described in Treasury Regulations
Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6), items of the Company's
income and gain shall be specially allocated to such Member in an
amount and manner sufficient to eliminate as quickly as possible any
deficit balance in its Capital Account created by such adjustments,
allocations or distributions in excess of that permitted under Section
10.2(c). Any special allocations of items of income or gain pursuant to
this Section 10.2(d) shall be taken into account in computing
subsequent allocations pursuant to this Section 10.2 so that the net
amount of any items so allocated and all other items allocated to each
Member pursuant to this Section 10.2 shall, to the extent possible, be
equal to the net amount that would have been allocated to each such
Member pursuant to the provisions of this Section 10.2 if such
unexpected adjustments, allocations or distributions had not occurred.

Article X. Records and Accounting; Reports

Section 10.1 Accounting

    (a) The Operating Committee shall maintain a system of accounting
which enables the Company to produce accounting records and information
substantially consistent with GAAP. The Fiscal Year of the Company
shall be the calendar year unless Applicable Law requires a different
Fiscal Year.
    (b) All matters concerning accounting procedures shall be
determined by the Operating Committee.

Section 10.2 Tax Status; Returns

    (a) It is the intent of this Company and the Members that this
Company shall be treated as a partnership for federal, state and local
income tax purposes. Neither the Company nor any Member shall make an
election for the Company to be classified as other than a partnership
pursuant to Treasury Regulations Section 301.7701-3 or otherwise.
    (b) The Company shall cause federal, state, and local income tax
returns for the Company to be prepared and timely filed with the
appropriate authorities and shall arrange for the timely delivery to
the Members of such information as is necessary for such Members to
prepare their federal, state and local tax returns. All tax returns
shall be prepared in a manner consistent with the Distributions made in
accordance with Exhibit D.

Section 10.3 Partnership Representative

    (a) The Operating Committee shall appoint an entity as the
``Partnership Representative'' of the Company for purposes of Section
6223 of the Code and the Treasury Regulations promulgated thereunder,
and all federal, state, and local Tax audits and litigation shall be
conducted under the direction of the Partnership Representative.
    (b) The Partnership Representative shall use reasonable efforts to
inform each Member of all significant matters that may come to its
attention by giving notice thereof and to forward to each Member copies
of all significant written communications it may receive in such
capacity. The Partnership Representative shall consult with the Members
before taking any material actions with respect to tax matters,
including actions relating to (i) an IRS examination of the Company
commenced under Section 6231(a) of the Code, (ii) a request for
administrative adjustment filed by the Company under Section 6227 of
the Code, (iii) the filing of a petition for readjustment under Section
6234 of the Code with respect to a final notice of partnership
adjustment, (iv) the appeal of an adverse judicial decision, and (v)
the compromise, settlement, or dismissal of any such proceedings.
    (c) The Partnership Representative shall not compromise or settle
any tax audit or litigation affecting the Members without the approval
of a majority of Members. Any material proposed action, inaction, or
election to be taken

by the Partnership Representative, including the election under Section
6226(a)(1) of the Code, shall require the prior approval of a majority
of Members.

Article XI. Dissolution and Termination

Section 11.1 Dissolution of Company

    The Company shall dissolve, and its assets and business shall be
wound up, upon the occurrence of any of the following events:
    (a) Unanimous written consent of the Members to dissolve the
Company;
    (b) The sale or other disposition of all or substantially all the
Company's assets outside the ordinary course of business;
    (c) An event which makes it unlawful or impossible for the Company
business to be continued;
    (d) The withdrawal of one or more Members such that there is only
one remaining Member; or
    (e) The entry of a decree of judicial dissolution under Sec.  18-
802 of the Delaware Act.

Section 11.2 Liquidation and Distribution

    Following the occurrence of an event described in Section 11.1, the
Members shall appoint a liquidating trustee who shall wind up the
affairs of the Company by (i) selling its assets in an orderly manner
(so as to avoid the loss normally associated with forced sales), and
(ii) applying and distributing the proceeds of such sale, together with
other funds held by the Company: (a) First, to the payment of all debts
and liabilities of the Company; (b) second, to the establishments of
any reserves reasonably necessary to provide for any contingent
recourse liabilities and obligations; (c) third, to the Members in
accordance with Exhibit D; and (d) fourth, to the Members as determined
by a majority of Members.

Section 11.3 Termination

    Each of the Members shall be furnished with a statement prepared by
the independent accountants retained on behalf of the Company, which
shall set forth the assets and liabilities of the Company as of the
date of the final distribution of Company's assets under Section 10.2
and the net profit or net loss for the fiscal period ending on such
date. Upon compliance with the distribution plan set forth in Section
10.2, the Members shall cease to be such, and the liquidating trustee
shall execute, acknowledge, and cause to be filed a certificate of
cancellation of the Company. Upon completion of the dissolution,
winding up, liquidation, and distribution of the liquidation proceeds,
the Company shall terminate.

Article XII. Exculpation and Indemnification

Section 12.1 Exculpation

    Each Member, by and for itself, each of its Affiliates and each of
its and their respective equity holders, directors, officers,
controlling persons, partners, employees, successors and assigns,
hereby acknowledges and agrees that it is the intent of the Company and
each Member that the liability of each Member and each individual
currently or formerly serving as an SRO Voting Representative (each, an
``Exculpated Party'') be limited to the maximum extent permitted by
Applicable Law or as otherwise expressly provided herein. In accordance
with the foregoing, the Members hereby acknowledge and agree that:
    (a) To the maximum extent permitted by Applicable Law or as
otherwise expressly provided herein, no present or former Exculpated
Party or any of such Exculpated Party's Affiliates, heirs, successors,
assigns, agents or representatives shall be liable to the Company or
any Member for any loss suffered in connection with a breach of any
fiduciary duty, errors in judgment or other acts or omissions by such
Exculpated Party; provided, however, that this provision shall not
eliminate or limit the liability of such Exculpated Party for (i) acts
or omissions which involve gross negligence, willful misconduct or a
knowing violation of law, or (ii) as provided in Section 5.4(d) hereof,
losses resulting from such Exculpated Party's Transaction Reports,
Quotation Information or other information reported to the Processors
by such Exculpated Party (collectively ``Non-Exculpated Items''). Any
Exculpated Party may consult with counsel and accountants in respect of
Company affairs, and provided such Person acts in good faith reliance
upon the advice or opinion of such counsel or accountants, such Person
shall not be liable for any loss suffered in reliance thereon.
    (b) Notwithstanding anything to the contrary contained herein,
whenever in this Agreement or any other agreement contemplated herein
or otherwise, an Exculpated Party is permitted or required to take any
action or to make a decision in its ``sole discretion'' or
``discretion'' or that it deems ``necessary,'' or ``necessary or
appropriate'' or under a grant of similar authority or latitude, the
Exculpated Party may, insofar as Applicable Law permits, make such
decision in its sole discretion (regardless of whether there is a
reference to ``sole discretion'' or ``discretion''). The Exculpated
Party (i) shall be entitled to consider such interests and factors as
it desires (including its own interests), (ii) shall have no duty or
obligation (fiduciary or otherwise) to give any consideration to any
interest of or factors affecting the Company or the Members, and (iii)
shall not be subject to any other or different standards imposed by
this Agreement, or any other agreement contemplated hereby, under any
Applicable Law or in equity.

Section 12.2 Right to Indemnification

    (a) Subject to the limitations and conditions provided in this
Article XII and to the fullest extent permitted by Applicable Law, the
Company shall indemnify each Company Indemnified Party for Losses as a
result of the Company Indemnified Party being a Party to a Proceeding.
Notwithstanding the foregoing, no such indemnification shall be
available in the event the Company is a claimant against the Company
Indemnified Party.
    (b) Indemnification under this Article XII shall continue as to a
Company Indemnified Party who has ceased to serve in the capacity that
initially entitled such Company Indemnified Party to indemnity
hereunder; provided, however, that the Company shall not be obligated
to indemnify a Company Indemnified Party for the Company Indemnified
Party's Non-Exculpated Items.
    (c) The rights granted pursuant to this Article XII shall be deemed
contract rights, and no amendment, modification, or repeal of this
Article XII shall have the effect of limiting or denying any such
rights with respect to actions taken or Proceedings arising prior to
any amendment, modification, or repeal. It is expressly acknowledged
that the indemnification provided in this Article XII could involve
indemnification for negligence or under theories of strict liability.
    (d) The Company shall be the primary obligor in respect of any
Company Indemnified Party's claim for indemnification, for advancement
of expenses, or for providing insurance, subject to this Article XII.
The obligation, if any, of any Member or its Affiliates to indemnify,
to advance expenses to, or provide insurance for any Company
Indemnified Party shall be secondary to the obligations of the Company
under this Article XII (and the Company's insurance providers shall
have no right to contribution or subrogation with respect to the
insurance plans of such Member or its Affiliates).

Section 12.3 Advance Payment

    Reasonable expenses incurred by a Company Indemnified Party who is
a named defendant or respondent to a Proceeding shall be paid by the
Company in advance of the final disposition of the Proceeding upon
receipt of an undertaking by or on behalf of such Company Indemnified
Party to repay such amount if it shall ultimately be determined that he
or she is not entitled to be indemnified by the Company.

Section 12.4 Appearance as a Witness

    Notwithstanding any other provision of this Article XII, the
Company shall pay or reimburse reasonable out-of-pocket expenses
incurred by a Company Indemnified Party in connection with his
appearance as a witness or other participation in a Proceeding at a
time when he is not a named defendant or respondent in the Proceeding.

Section 12.5 Nonexclusivity of Rights

    The right to indemnification and the advancement and payment of
expenses conferred in this Article XII shall not be exclusive of any
other right which any Company Indemnified Person may have or hereafter
acquire under any law (common or statutory), provision of the
Certificate or this Agreement or otherwise.

Article XIII. Miscellaneous

Section 13.1 Expenses

    The Company shall pay all current expenses, including any Taxes
payable by the Company, whether for its own account or otherwise
required by law (including any costs of complying with applicable tax
obligations), third-party service provider fees, and all administrative
and processing expenses and fees, as well as any other amounts owing to
the Processors under the Processor Services Agreements, to the
Administrator under the Administrative Services Agreement, or to the
Processors, Administrator, or FINRA under Exhibit D to this Agreement,
before any allocations may be made to the Members. Appropriate
reserves, as unanimously determined by the Members, may be charged to
the Capital Account of the Members for (i) contingent liabilities, if
any, as of the date any such contingent liabilities become known to the
Operating Committee, or (ii) amounts needed to pay the Company's
operating expenses, including administrative and processing expenses
and fees, before any allocations are made to the Member. Each Member
shall bear the cost of implementation of any technical enhancements to
the System made at its request and solely for its use, subject to
reapportionment should any other Member subsequently make use of the
enhancement, or the development thereof.

Section 13.2 Entire Agreement

    Upon the Operative Date, this Agreement supersedes the CQ Plan, the
CTA Plan, and the UTP Plan and all other prior agreements among the
Members with respect to the subject matter hereof. This instrument
contains the entire agreement with respect to such subject matter.

Section 13.3 Notices and Addresses

    Unless otherwise specified herein, all notices, consents,
approvals, reports, designations, requests, waivers, elections, and
other communications (collectively, ``Notices'') authorized or required
to be given pursuant to this Agreement shall be in writing and may be
delivered by certified or registered mail, postage prepaid, by hand, by
any private overnight courier service, or notification through the
Company's web portal. Such Notices shall be mailed or delivered to the
Members at the addresses set forth on Exhibit A or such other address
as a Member may notify the other Members of in writing. Any Notices to
be sent to the Company shall be delivered to the principal place of
business of the Company or at such other address as the Operating
Committee may specify in a notice sent to all of the Members. Notices
shall be effective (i) if mailed, on the date three days after the date
of mailing, (ii) if hand delivered or delivered by private courier, on
the date of delivery, or (iii) if sent by through the Company's web
portal, on the date sent; provided, however, that notices of a change
of address shall be effective only upon receipt.

Section 13.4 Governing Law

    This Agreement shall be governed by and construed in accordance
with the Delaware Act and internal laws and decisions of the State of
Delaware, without regard to the conflicts of laws principles thereof;
provided, however, that the rights and obligations of the Members, the
Processors and the Administrator, and of Vendors, Subscribers, and
other Persons contracting with the Company in respect of the matters
covered by this Agreement, shall at all times also be subject to any
applicable provisions of the Exchange Act and any rules and regulations
promulgated thereunder. For the avoidance of doubt, nothing in this
Agreement waives any protection or limitation of liability afforded any
of the Members or any of their Affiliates by common law, including the
doctrines of self-regulatory organization immunity and federal
preemption.

Section 13.5 Amendments

    (a) Except as this Agreement otherwise provides, this Agreement may
be modified from time to time when authorized by the Operating
Committee pursuant to Section 4.3, subject to the approval of the
Commission or when such modification otherwise becomes effective
pursuant to Section 11A of the Exchange Act and Rule 608 of Regulation
NMS.
    (b) Notwithstanding Section 13.5(a), Articles IX, X, XI, and XII
may be modified upon approval by a majority of Members; provided,
however, that Operating Committee approval pursuant to Section 4.3 will
be required for modifications to the allocation of all items of income,
gain, loss, and deduction in accordance with Exhibit D.
    (c) In the case of a Ministerial Amendment, the Chair of the
Company's Operating Committee may modify this Agreement by submitting
to the Commission an appropriate amendment that sets forth the
modification; provided, however, that 48-hours advance notice of the
amendment to the Operating Committee is required. Such an amendment
shall become effective upon filing with the Commission in accordance
with Section 11A of the Exchange Act and Rule 608 of Regulation NMS.
    (d) ``Ministerial Amendment'' means an amendment to this Agreement
that pertains solely to any one or more of the following:
    (i) admitting a new Member to the Company;
    (ii) changing the name or address of a Member;
    (iii) incorporating a change that the Commission has implemented by
rule and that requires no conforming language to the text of this
Agreement;
    (iv) incorporating a change (A) that the Commission has implemented
by rule, (B) that requires conforming language to the text of this
Agreement, and (C) whose conforming language to the text of this
Agreement has been approved by the affirmative vote of the Operating
Committee pursuant to Section 4.3;
    (v) incorporating a change (A) that a Governmental Authority
requires relating to the governance or operation of an LLC, (B) that
requires conforming language to the text of this Agreement, and (C)
whose conforming language to the text of this Agreement has been
approved by the affirmative vote of the

Operating Committee pursuant to Section 4.3 or upon approval by a
majority of Members pursuant to Section 13.5(b), as applicable; or
    (vi) incorporating a purely technical change, such as correcting an
error or an inaccurate reference to a statutory provision, or removing
language that has become obsolete.

Section 13.6 Successors

    This Agreement shall be binding upon and inure to the benefit of
the Members and their respective legal representatives and successors.

Section 13.7 Limitation on Rights of Others

    None of the provisions of this Agreement shall be for the benefit
of or enforceable by any creditor of the Company. Furthermore, except
as provided in Section 3.7(b), the Members shall not have any duty or
obligation to any creditor of the Company to make any contribution to
the Company or to issue any call for capital pursuant to this
Agreement. Nothing in this Agreement shall be deemed to create any
legal or equitable right, remedy or claim in any Person not a party
hereto (other than any Person indemnified under Article XII).

Section 13.8 Counterparts

    This Agreement may be executed by the Members in any number of
counterparts, no one of which need contain the signature of all
Members. As many such counterparts as shall together contain all such
signatures shall constitute one and the same instrument.

Section 13.9 Headings

    The section and other headings contained in this Agreement are for
reference purposes only and shall not be deemed to be a part of this
Agreement or to affect the meaning or interpretation of any provisions
of this Agreement.

Section 13.10 Validity and Severability

    If any provision of this Agreement shall be held invalid or
unenforceable, that shall not affect the validity or enforceability of
any other provisions of this Agreement, all of which shall remain in
full force and effect.

Section 13.11 Statutory References

    Each reference in this Agreement to a particular statute or
regulation, or a provision thereof, shall be deemed to refer to such
statute or regulation, or provision thereof, or to any similar or
superseding statute or regulation, or provision thereof, as is from
time to time in effect.

Section 13.12 Modifications To Be in Writing

    This Agreement constitutes the entire understanding of the parties
hereto with respect to the subject matter hereof, and no amendment,
modification or alteration shall be binding unless the same is in
writing and adopted in accordance with the provisions of Section 13.5.
    [Signature Pages Follow]
    In witness whereof, the undersigned Members have executed this
Agreement as of the day and year first above written.

Exhibit A

                         Members of CT Plan LLC
------------------------------------------------------------------------
                         Member name and address
-------------------------------------------------------------------------
Cboe BYX Exchange, Inc., 400 South LaSalle Street, Chicago, Illinois
 60605.
Cboe BZX Exchange, Inc., 400 South LaSalle Street, Chicago, Illinois
 60605.
Cboe EDGA Exchange, Inc., 400 South LaSalle Street, Chicago, Illinois
 60605.
Cboe EDGX Exchange, Inc., 400 South LaSalle Street, Chicago, Illinois
 60605.
Cboe Exchange, Inc., 400 South LaSalle Street, Chicago, Illinois 60605.
Financial Industry Regulatory Authority, Inc., 1735 K Street NW,
 Washington, DC 20006.
Investors' Exchange LLC, 3 World Trade Center 58th Floor, New York, New
 York 10007.
Long-Term Stock Exchange, Inc., 300 Montgomery St., Ste. 790, San
 Francisco, CA 94104.
MEMX LLC, 111 Town Square Place, Suite 520, Jersey City, New Jersey
 07310.
Nasdaq BX, Inc., One Liberty Plaza, 165 Broadway, New York, New York
 10006.
Nasdaq ISE, LLC, One Liberty Plaza, 165 Broadway, New York, New York
 10006.
Nasdaq PHLX LLC, FMC Tower, Level 8, 2929 Walnut Street, Philadelphia,
 Pennsylvania 19104.
The Nasdaq Stock Market LLC, One Liberty Plaza, 165 Broadway, New York,
 NY 10006.
New York Stock Exchange LLC, 11 Wall Street, New York, New York 10005.
NYSE American LLC, 11 Wall Street, New York, New York 10005.
NYSE Arca, Inc., 11 Wall Street, New York, New York 10005.
NYSE Chicago, Inc., 11 Wall Street, New York, New York 10005.
NYSE National, Inc., 11 Wall Street, New York, NY 10005.
------------------------------------------------------------------------

Exhibit B

Disclosures

    (a) The Members must respond to the following questions and
instructions:
    (i) Is the Member for profit or not-for-profit? If the Member is
for profit, is it publicly or privately owned? If privately owned, list
any owner with an interest of 5% or more of the Member, where to the
Member's knowledge, such owner, or any affiliate controlling,
controlled by, or under common control with the owner, subscribes,
directly or through a third-party vendor, to CT Feeds and/or Member
PDP.
    (ii) Does the Member offer PDP? If yes, list each product, describe
its content, and provide a link to where fees for each product are
disclosed.
    (iii) Provide the names of the Voting Representative and any
alternate Voting Representatives designated by the Member. Also provide
a narrative description of such representatives' roles within the
Member organization, including the title of each individual as well as
any direct responsibilities related to the development, dissemination,
sales, or marketing of the Member's PDP, and the nature of those
responsibilities sufficient for the public to identify the nature of
any potential conflict of interest that could be perceived by a
reasonable objective observer as having an effect on the operation of
the Company. If such representatives work in or with the Member's PDP
business, describe such representatives' roles and describe how that
business and such representatives' Company responsibilities impacts
their compensation. In addition, describe how such representatives'
responsibilities with the PDP business may present a conflict of
interest with their responsibilities to the Company.

    (iv) Does the Member, its Voting Representative, or its alternate
Voting Representative, or any affiliate have additional relationships
or material economic interests that could be perceived by a reasonable
objective observer to present a potential conflict of interest with
their responsibilities to the Company? If so, provide a detailed
narrative discussion of all material facts necessary to identify the
potential conflicts of interest and the effects they may have on the
Company.
    (b) The Processors must respond to the following questions and
instructions:
    (i) Is the Processor an affiliate of or affiliated with any Member?
If yes, disclose the Member(s) and describe the nature of the
affiliation. Include an entity-level organizational chart depicting the
Processor and its affiliates.
    (ii) Provide a narrative description of the functions directly
performed by senior staff, the manager employed by the Processor to
provide Processor services to the Company, and the staff that reports
to that manager.
    (iii) Does the Processor provide any services for any Member's PDP,
other NMS Plans, or creation of consolidated equity data information
for its own use? If Yes, disclose the services the Processor performs
and identify which NMS Plans. Does the Processor have any profit or
loss responsibility for a Member's PDP or any other professional
involvement with persons the Processor knows are engaged in a Member's
PDP business? If so, describe.
    (iv) List the policies and procedures established to safeguard
Restricted Information, Highly Confidential Information, and
Confidential Information that is applicable to the Processor.
    (v) Does the Processor, or its representatives, have additional
relationships or material economic interests that could be perceived by
a reasonable objective observer to present a potential conflict of
interest with the representatives' responsibilities to the Company? If
so, provide a detailed narrative discussion of all material facts
necessary to identify the potential conflicts of interest and the
effects they may have on the Company.
    (c) The Administrator must respond to the following questions and
instructions:
    (i) Provide a narrative description of the functions directly
performed by senior staff, the administrative services manager, and the
staff that reports to that manager.
    (ii) Does the Administrator provide any services for any Member's
PDP? If yes, what services? Does the Administrator have any profit or
loss responsibility, or licensing responsibility, for a Member's PDP or
any other professional involvement with persons the Administrator knows
are engaged in the Member's PDP business? If so, describe.
    (iii) List the policies and procedures established to safeguard
Restricted Information, Highly Confidential Information, and
Confidential Information that is applicable to the Administrator.
    (iv) Does the Administrator, or its representatives, have
additional relationships or material economic interests that could be
perceived by a reasonable objective observer to present a potential
conflict of interest with the representatives' responsibilities to the
Company? If so, provide a detailed narrative discussion of all material
facts necessary to identify the potential conflicts of interest and the
effects they may have on the Company.
    (d) The Non-SRO Voting Representatives must respond to the
following questions and instructions:
    (i) Provide the Non-SRO Voting Representative's title and a brief
description of the Non-SRO Voting Representative's role within the firm
as well as any direct responsibilities related to the procurement of
PDP or CT Feeds or the development, dissemination, sales, or marketing
of PDP, and the nature of those responsibilities sufficient for the
public to identify the nature of any potential conflict of interest
that could be perceived by a reasonable objective observer as having an
effect on the operation of the Company. If such representatives work in
or with their employer's market data business, describe such Non-SRO
Voting Representative's roles and describe how that business impacts
their compensation. In addition, describe how such representatives'
responsibilities with the market data business may present a conflict
of interest with their responsibilities to the Company.
    (ii) Does the Non-SRO Voting Representative have responsibilities
related to the firm's use or procurement of market data?
    (iii) Does the Non-SRO Voting Representative have responsibilities
related to the firm's trading or brokerage services?
    (iv) Does the Non-SRO Voting Representative's firm use the CT
Feeds? Does the Non-SRO Voting Representative's firm use a Member's
PDP?
    (v) Does the Non-SRO Voting Representative's firm offer PDP? If
yes, list each product, described its content, and provide information
about the fees for each product.
    (vi) Does the Non-SRO Voting Representative's firm have an
ownership interest of 5% or more in one or more Members? If yes, list
the Member(s).
    (vii) Does the Non-SRO Voting Representative actively participate
in any litigation against the CQ Plan, CTA Plan, UTP Plan, or the
Company?
    (viii) Does the Non-SRO Voting Representative or the Non-SRO Voting
Representative's firm have additional relationships or material
economic interests that could be perceived by a reasonable objective
observer to present a potential conflict of interest with their
responsibilities to the Company. If so, provide a detailed narrative
discussion of all material facts necessary to identify the potential
conflicts of interest and the effects they may have on the Company.
    (e) Each service provider or subcontractor that has agreed in
writing to provide required disclosures and be treated as a Disclosing
Party shall respond to the following questions and instructions:
    (i) Is the service provider or subcontractor affiliated with a
Member, Processor, Administrator, or employer of a Non-SRO Voting
Representative? If yes, disclose with whom the person is affiliated and
describe the nature of the affiliation.
    (ii) If the service provider's or subcontractor's compensation is
on a commission basis or is tied to specific metrics, provide a
detailed narrative summary of how compensation is determined for
performing work on behalf of the Company.
    (iii) Is the service provider or subcontractor subject to policies
and procedures (including information barriers) concerning the
protection of confidential information that includes affiliates? If so,
describe. If not, explain their absence.
    (iv) Does the service provider or subcontractor, or its
representative, have additional relationships or material economic
interests that could be perceived by a reasonable objective observer to
present a potential conflict of interest with its responsibilities to
the Company? If so, provide a detailed narrative discussion of all
material facts necessary to identify the potential conflicts of
interest and the effects they may have on the Company.
    (f) The responses to these questions will be posted on the
Company's website. If a Disclosing Party has any material changes in
its responses, the Disclosing Party must promptly update its
disclosures. Additionally, the

Disclosing Parties must update the disclosures on an annual basis to
reflect any changes. This annual update must be made before the first
quarterly session meeting of each calendar year, which is generally
held in mid-February.

Exhibit C

Confidentiality Policy

    (a) Purpose and Scope.
    (i) The purpose of this Confidentiality Policy is to provide
guidance to the Operating Committee, and all subcommittees thereof,
regarding the confidentiality of any data or information (in physical
or electronic form) generated by, accessed by, or transmitted to the
Operating Committee or any subcommittee, as well as discussions
occurring at a meeting of the Operating Committee or any subcommittee.
    (ii) This Policy applies to all Covered Persons. All Covered
Persons must adhere to the principles set out in this Policy and all
Covered Persons that are natural persons may not receive Company data
and information until they affirm in writing that they have read this
Policy and undertake to abide by its terms.
    (iii) Covered Persons may not disclose Restricted, Highly
Confidential, or Confidential information except as consistent with
this Policy and directed by the Operating Committee.
    (iv) The Administrator and Processors will establish written
confidential information policies that provide for the protection of
information under their control and the control of their Agents,
including policies and procedures that provide systemic controls for
classifying, declassifying, redacting, aggregating, anonymizing, and
safeguarding information, that is in addition to, and not less than,
the protection afforded herein. Such policies will be reviewed and
approved by the Operating Committee pursuant to Section 4.3, publicly
posted, and made available to the Operating Committee for review and
approval every two years thereafter or when changes are made, whichever
is sooner.
    (v) Information will be classified solely based on its content.
    (b) Procedures.
    (i) General.
    (A) The Administrator and Processors will be the custodians of all
documents discussed by the Operating Committee and will be responsible
for maintaining the classification of such documents pursuant to this
Policy.
    (B) The Administrator may, under delegated authority, designate
documents as Restricted, Highly Confidential, or Confidential, which
will be determinative unless altered by an affirmative vote of the
Operating Committee pursuant to Section 4.3.
    (C) The Administrator will ensure that all Restricted, Highly
Confidential, or Confidential documents are properly labeled and, if
applicable, electronically safeguarded.
    (D) All contracts between the Company and its Agents shall require
Company information to be treated as Confidential Information that may
not be disclosed to third parties, except as necessary to effect the
terms of the contract or as required by law, and shall incorporate the
terms of this Policy, or terms that are substantially equivalent or
more restrictive, into the contract.
    (ii) Procedures Concerning Restricted Information. Except as
provided below, Covered Persons in possession of Restricted Information
are prohibited from disclosing it to others, including Agents. This
prohibition does not apply to disclosures to the staff of the SEC or as
otherwise required by Applicable Law, or to other Covered Persons as
expressly provided for by this Policy. Restricted Information will be
kept in confidence by the Administrator and Processors and will not be
disclosed to the Operating Committee or any subcommittee thereof, or
during Executive Session, except as follows:
    (A) If the Administrator determines that it is appropriate to share
a customer's financial information with the Operating Committee or a
subcommittee thereof, the Administrator will first anonymize the
information by redacting the customer's name and any other information
that may lead to the identification of the customer.
    (B) The Administrator may disclose the identity of a customer that
is the subject of Restricted Information in Executive Session only if
the Administrator determines in good faith that it is necessary to
disclose the customer's identity in order to obtain input or feedback
from the Operating Committee or a subcommittee thereof about a matter
of importance to the Company. In such an event, the Administrator will
change the designation of the information at issue from ``Restricted
Information'' to ``Highly Confidential Information,'' and its use will
be governed by the procedures for Highly Confidential Information in
subparagraph (iii) below.
    (iii) Procedures Concerning Highly Confidential Information.
    (A) Disclosure of Highly Confidential Information:
    (1) Highly Confidential Information may be disclosed in Executive
Session of the Operating Committee or to the subcommittee established
pursuant to Section 4.7(c). Covered Persons in possession of Highly
Confidential Information are prohibited from disclosing it to others,
including Agents, except to other Covered Persons who need the Highly
Confidential Information to fulfill their responsibilities to the
Company. This prohibition does not apply to disclosures to the staff of
the SEC or as otherwise required by law (such as those required to
receive the information to ensure the Member complies with its
regulatory obligations), or to other Covered Persons authorized to
receive it.
    (2) Highly Confidential Information may be disclosed to the staff
of the SEC, unless it is protected by the Attorney-Client Privilege or
the Work Product Doctrine. Any disclosure of Highly Confidential
Information to the staff of the SEC will be accompanied by a FOIA
Confidential Treatment request.
    (3) Apart from the foregoing, the Operating Committee has no power
to authorize any other disclosure of Highly Confidential Information.
    (B) In the event that a Covered Person is determined by an
affirmative vote of the Operating Committee pursuant to this Policy to
have disclosed Highly Confidential Information, the Operating Committee
will determine the appropriate remedy for the breach based on the facts
and circumstances of the event. For an SRO Voting Representative or
Member Observer, remedies include a letter of complaint submitted to
the SEC, which may be made public by the Operating Committee. For a
Non-SRO Voting Representative, remedies include removal of that Non-SRO
Voting Representative.
    (iv) Procedures Concerning Confidential Information.
    (A) Confidential Information may be disclosed during a meeting of
the Operating Committee or any subcommittee thereof. Additionally, a
Covered Person may disclose Confidential Information to other persons
to allow such other persons to fulfill their responsibilities to the
Company. A Covered Person also may disclose Confidential Information to
the staff of the SEC, as authorized by the Operating Committee as
described below, or as may be otherwise required by law.
    (B) The Operating Committee may authorize the disclosure of
Confidential Information by an affirmative vote of the Operating
Committee pursuant to

Section 4.3. Notwithstanding the foregoing, the Operating Committee
will not authorize the disclosure of Confidential Information that is
generated by a Member or Non-SRO Voting Representative and designated
by such Member or Non-SRO Voting Representative as Confidential, unless
such Member or Non-SRO Voting Representative consents to the
disclosure.
    (C) Non-SRO Voting Representatives may be authorized by the
Operating Committee to disclose particular Confidential Information
only in furtherance of the interests of the Company, to enable them to
consult with industry representatives or technical experts, provided
that the Non-SRO Voting Representatives take any steps requested by the
Operating Committee to prevent further dissemination of that
Confidential Information, including providing the individual(s)
consulted with a copy of this Policy and requesting that person to
maintain the confidentiality of such information in a manner consistent
with this policy.
    (D) A Covered Person that is a representative of a Member may be
authorized by the Operating Committee to disclose particular
Confidential Information to other employees or agents of the Member or
its affiliates only in furtherance of the interests of the Company as
needed for such Covered Person to perform his or her function on behalf
of the Company. A copy of this Policy will be made available to
recipients of such information who are employees or agents of a Member
or its affiliates that are not Covered Persons, who will be required to
abide by this Confidentiality Policy.
    (E) A Covered Person may disclose their own individual views and
statements that may otherwise be considered Confidential Information
without obtaining authorization of the Operating Committee, provided
that in so disclosing, the Covered Person is not disclosing the views
or statements of any other Covered Person or Member that are considered
Confidential Information.
    (F) A person that has reason to believe that Confidential
Information has been disclosed by another without the authorization of
the Operating Committee or otherwise in a manner inconsistent with this
Policy may report such potential unauthorized disclosure to the Chair
of the Operating Committee. In addition, a Covered Person that
discloses Confidential Information without the authorization of the
Operating Committee will report such disclosure to the Chair of the
Operating Committee. Such self-reported unauthorized disclosure of
Confidential Information will be recorded in the minutes of the meeting
of the Operating Committee and will contain: (a) The name(s) of the
person(s) who disclosed such Confidential Information, and (b) a
description of the Confidential Information disclosed. The name(s) of
the person(s) who disclosed such Confidential Information will also be
recorded in any publicly available summaries of Operating Committee
minutes.

Exhibit D

Distributions

Cost Allocation and Revenue Sharing
    (a) Payments. In accordance with Paragraph (l) of this Exhibit D,
each Member will receive an annual payment (if any) for each calendar
year that is equal to the sum of the Member's Trading Shares and
Quoting Shares (each as defined below), in each Eligible Security for
such calendar year. In the event that total Net Distributable Operating
Income (as defined below) is negative for a given calendar year, each
Member will receive an annual bill for such calendar year to be
determined according to the same formula (described in this paragraph)
for determining annual payments to the Members. Unless otherwise stated
in this agreement, a year shall run from January 1st to December 31st
and quarters shall end on March 31st, June 30th, September 30th, and
December 31st. The Company shall cause the Administrator to provide the
Members with written estimates of each Member's percentage of total
volume within five business days of the end of each calendar month.
    (b) Security Income Allocation. The ``Security Income Allocation''
for an Eligible Security shall be determined by multiplying (i) the Net
Distributable Operating Income under this Agreement for the calendar
year by (ii) the Volume Percentage for such Eligible Security (the
``Initial Allocation''), and then adding or subtracting any amounts
specified in the reallocation set forth below.
    (c) Volume Percentage. The ``Volume Percentage'' for an Eligible
Security shall be determined by dividing (A) the square root of the
dollar volume of Transaction Reports disseminated by the Processors in
such Eligible Security during the calendar year by (B) the sum of the
square roots of the dollar volume of Transaction Reports disseminated
by the Processors in each Eligible Security during the calendar year.
    (d) Cap on Net Distributable Operating Income. If the Initial
Allocation of Net Distributable Operating Income in accordance with the
Volume Percentage of an Eligible Security equals an amount greater than
$4.00 multiplied by the total number of qualified Transaction Reports
in such Eligible Security during the calendar year, the excess amount
shall be subtracted from the Initial Allocation for such Eligible
Security and reallocated among all Eligible Securities in direct
proportion to the dollar volume of Transaction Reports disseminated by
the Processors in Eligible Securities during the calendar year. A
Transaction Report with a dollar volume of $5,000 or more shall
constitute one qualified Transaction Report. A Transaction Report with
a dollar volume of less than $5,000 shall constitute a fraction of a
qualified Transaction Report that equals the dollar volume of the
Transaction Report divided by $5,000.
    (e) Trading Share. The ``Trading Share'' of a Member in an Eligible
Security shall be determined by multiplying (i) an amount equal to
fifty percent of the Security Income Allocation for the Eligible
Security by (ii) the Member's Trade Rating in the Eligible Security.
    (f) Trade Rating. A Member's ``Trade Rating'' in an Eligible
Security shall be determined by taking the average of (A) the Member's
percentage of the total dollar volume of Transaction Reports
disseminated by the Processors in the Eligible Security during the
calendar year, and (B) the Member's percentage of the total number of
qualified Transaction Reports disseminated by the Processors in the
Eligible Security during the calendar year.
    (g) Quoting Share. The ``Quoting Share'' of a Member in an Eligible
Security shall be determined by multiplying (A) an amount equal to
fifty percent of the Security Income Allocation for the Eligible
Security by (B) the Member's Quote Rating in the Eligible Security.
    (h) Quote Rating. A Member's ``Quote Rating'' in an Eligible
Security shall be determined by dividing (A) the sum of the Quote
Credits earned by the Member in such Eligible Security during the
calendar year by (B) the sum of the Quote Credits earned by all Members
in such Eligible Security during the calendar year.
    (i) Quote Credits. A Member shall earn one ``Quote Credit'' for
each second of time (with a minimum of one full second) multiplied by
dollar value of size that an automated best bid (offer) transmitted by
the Member to the Processors during regular trading hours

is equal to the price of the National Best Bid and Offer in the
Eligible Security and does not lock or cross a previously displayed
``automated quotation'' (as defined under Rule 600 of Regulation NMS).
The dollar value of size of a quote shall be determined by multiplying
the price of a quote by its size.
    (j) Net Distributable Operating Income. The ``Net Distributable
Operating Income'' for any particular calendar year shall mean:
    (i) All cash revenues, funds and proceeds received by the Company
during such calendar year (other than Capital Contributions by the
Members or amounts paid pursuant to Section 3.7(b) of this Agreement),
including all revenues from (A) the CT Feeds, which includes the
dissemination of information with respect to Eligible Securities to
foreign marketplaces, and (B) FINRA quotation data and last sale
information for securities classified as OTC Equity Securities under
FINRA's Rule 6400 Series (the ``FINRA OTC Data'') ((A) and (B)
collectively, the ``Data Feeds''), and (C) any Membership Fees; less
    (ii) 6.25% of the revenue received by the Company during such
calendar year attributable to the segment of the Data Feeds reflecting
the dissemination of information with respect to Network C Securities
and FINRA OTC Data (but, for the avoidance of doubt, not including
revenue attributable to the segment of the Data Feeds reflecting the
dissemination of information with respect to Network A Securities and
Network B Securities), which amount shall be paid to FINRA as
compensation for the FINRA OTC Data; \1\ less
---------------------------------------------------------------------------

    \1\All costs associated with collecting, consolidating,
validating, generating, and disseminating the FINRA OTC Data are
borne directly by FINRA and not the Company and the Members.
---------------------------------------------------------------------------

    (iii) reasonable working capital reserves and reasonable reserves
for contingencies for such calendar year, as determined by the
Operating Committee, and all costs and expenses of the Company during
such calendar year, including:
    (A) All amounts payable during such calendar year to the
Administrator pursuant to the Administrative Services Agreement or this
Agreement;
    (B) all amounts payable during such calendar year to the Processors
pursuant to the Processor Services Agreements or this Agreement; and
    (C) all amounts payable during such calendar year to third-party
service providers engaged by or on behalf of the Company.
    (k) Initial Eligibility. At the time a Member implements a
Processor-approved electronic interface with the Processors, the Member
will become eligible to receive revenue.
    (l) Quarterly Distributions. The Company shall cause the
Administrator to provide Members with written estimates of each
Member's quarterly Net Distributable Operating Income within 45
calendar days of the end of the quarter, and estimated quarterly
payments or billings shall be made on the basis of such estimates. All
quarterly payments or billings shall be made to each eligible Member
within 45 days following the end of each calendar quarter in which the
Member is eligible to receive revenue; provided, that each quarterly
payment or billing shall be reconciled against a Member's cumulative
year-to-date payment or billing received to date and adjusted
accordingly; further, provided, that the total of such estimated
payments or billings shall be reconciled at the end of each calendar
year and, if necessary, adjusted by March 31st of the following year.
Interest shall be included in quarterly payments and in adjusted
payments made on March 31st of the following year. Such interest shall
accrue monthly during the period in which revenue was earned and not
yet paid and will be based on the 90-day Treasury bill rate in effect
at the end of the quarter in which the payment is made. Monthly
interest shall start accruing 45 days following the month in which it
is earned and accrue until the date on which the payment is made.
    (m) Itemized Statements. In conjunction with calculating estimated
quarterly and reconciled annual payments under this Exhibit D, the
Company shall cause the Administrator to submit to the Members a
quarterly itemized statement setting forth the basis upon which Net
Distributable Operating Income was calculated. Such Net Distributable
Operating Income shall be adjusted annually based solely on the
quarterly itemized statement audited pursuant to the annual audit. The
Company shall cause the Administrator to pay or bill Members for the
audit adjustments within thirty days of completion of the annual audit.
Upon the affirmative vote of Voting Representatives pursuant to Section
4.3, the Company shall cause the Administrator to engage an independent
auditor to audit the Administrator's costs or other calculation(s).

Exhibit E

Fees

    [To be determined by the Operating Committee under this Agreement]
[FR Doc. 2020-22467 Filed 10-9-20; 8:45 am]
BILLING CODE 8011-01-P