E-Commerce Online Trading Agreement

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1 ELECTRONIC SERVICES AGREEMENT The following terms and conditions govern your use of Morgan Stanley Online. By accepting, installing and/or using Morgan Stanley Online, you agree that these terms and conditions supplement your existing account and/or pricing agreement(s) with Morgan Stanley Smith Barney LLC. This ELECTRONIC SERVICES AGREEMENT (this "Agreement") sets forth the terms and conditions under which Morgan Stanley Smith Barney LLC, Morgan Stanley & Co. LLC and/or, as applicable, their affiliate(s) (collectively, "Morgan Stanley"), agree(s) to provide You (as defined below) with access to certain electronic services through Morgan Stanley Online (also referred to as ClientServ, MSSB Online, MS Online, MSSB.com, and morganstanley.com/online), including access to account information, investment research, software and all other services, We (as defined below) may make available either alone or in conjunction with other parties through Morgan Stanley Online (collectively, the "Services"). To obtain contact information for Morgan Stanley affiliates, please click here. 1. Parties. As used herein, the term "You" and "Your" shall mean you, individually, and each other party on whose behalf You may use the Services at any time. All references to "We", "Us" or "Our" shall refer to Morgan Stanley. Morgan Stanley Online is operated by Morgan Stanley. The Services are provided by Morgan Stanley. Services are not intended to be provided to and may not be used by any party in any jurisdiction where the provision or use thereof would be contrary to applicable law, rules or regulations ("Applicable Law"). 2. Your Consent to Electronic Delivery of Communications. A. By accepting, installing and/or using Morgan Stanley Online, You are agreeing to receive electronically the documents, disclosures, disclaimers and notices applicable to the accounts You access via the Services identified below (collectively, the Electronic Communications ). The Electronic Communications will be made available to You through the Services. You agree that this consent applies to each account that You access via the Services from time to time. All Electronic Communications from Us to You will to be considered "in writing. You should print or download a copy of this Agreement, any applicable Account Agreement (as defined below), any Supplemental Agreement (as defined below), and any other Electronic Communication that is important to You. B. You acknowledge and agree that Your consent is being provided in connection with a transaction affecting interstate commerce that is subject to the federal Electronic Signatures in Global and National Commerce Act (the Act ), and that You and We both intend that the Act apply to the fullest extent possible to validate our ability to conduct business and communicate with You by electronic means. C. You agree that this consent applies to all of the documents, disclosures and notices applicable to the accounts You access via the Services (including, but not limited to, account statements, performance reports, any Account Agreement and amendments thereto, any Supplemental Agreement and amendments thereto, and any other document that We specify from time to time). D. In order to access certain personalized Electronic Communications, You must log in to the Services. Other Electronic Communications may be accessible on the public portion of our Web site. To access and retain Electronic Communications, You must have a computer or mobile device that can connect to the internet, and an internet connection. Access fees by internet service providers may apply to Your receipt of Electronic Communications. If You use a computer to access Electronic Communications, You must have (i) access to the internet; (ii) a TLS-enabled web browser that supports HTML5, JavaScript and CSS3; (iii) software capable of reading.pdf files; and (iv) sufficient electronic storage capacity on Your hard drive or other data storage facility, or a means to print or store notices and information through Your browser software. If You use a mobile device to access Electronic Communications, You must have (a) access to the internet; (b) a TLS-enabled web browser that supports HTML5, JavaScript and CSS3; (c) software capable of reading.pdf files; and (d) sufficient electronic storage capacity on Your hard drive or other data storage facility, or a means to print or store notices and information through Your browser software. By providing this consent to electronic delivery of communications, You represent that You have the capability to receive and view, and print or download, Electronic Communications in accordance with these requirements.

2 Contact Us immediately if You have any difficulty accessing Your Electronic Communications or if You have any questions about Your electronic delivery instructions. E. You can download or print a copy of any Electronic Communication for Your records. You also may request a paper copy of any Electronic Communication that We are obligated to provide in writing by law and that is delivered through the Services, by contacting the Client Service Center at 1 (888) You may incur a charge for that copy. We will maintain an electronically accessible archive of Electronic Communications that We are obligated to provide in writing by law on Our client website for seven (7) years after document publication. If You wish to retain documents for a longer period of time, You are responsible for archiving beyond seven (7) years. F. You can withdraw Your consent to electronic delivery through the Services by contacting the Client Service Center at 1 (888) Withdrawing Your consent will not affect the validity of any Electronic Communication or any transaction already completed or in process at that time. If You withdraw Your consent to electronic delivery through the Services, You may no longer use the Services and We may immediately terminate Your use of the Services. 3. Responsibility for Use of Passwords. You are solely responsible for maintaining the confidentiality of any user identifications, passwords, authentication codes or other security devices or procedures (collectively, "Passwords") issued to You or that You select. You may not share Your Passwords with any third party without Our written approval. Upon request, You shall provide Us with a list of persons authorized to use Your Passwords, and You shall promptly advise Us of any changes in such authorized persons. You agree not to alter, delete, disable or otherwise circumvent any Password or permit or assist any other party to do so in a manner not authorized by Us. We reserve the right to suspend Your access to the Services and change (or require You to change) Your Passwords at any time. Unless otherwise required by Applicable Law, You are responsible for all transmissions, instructions, information, processes, click stream data or other communications (collectively, "Communications") attributable to Your Passwords, whether entered by Your authorized personnel or by any other person, and any agreement or consent communicated from such access shall be deemed to be a duly signed writing of Yours sufficient to bind You. You shall notify Us immediately upon learning or suspecting that any unauthorized party has obtained Your Password. You shall maintain adequate internal procedures and controls over Your use of the Services. 4. Additional Terms. You may be asked to execute supplementary agreements, in paper or electronic form, before You are permitted to access or use certain features or functionality of the Services (each, a "Supplemental Agreement"). For access to Online Trading on Morgan Stanley Online, You will be required to consent to the Online Trading Agreement. In the case of Supplemental Agreements presented to You online, You authorize Us to rely upon "clicks" in designated locations that are attributable to Your Password as Your consent to the terms of such Supplemental Agreements. You also have agreed to one or more account agreements and may have agreed to other documentation between You and Us governing the provision to You of products and services that are accessed through the Services, (each, an ''Account Agreement"). This Agreement is in addition to any Account Agreement and is not intended to supersede or modify any such Account Agreement. References to ClientServ, MSSB Online, MS Online, MSSB.com, and morganstanley.com/online) within any Supplemental Agreements shall mean the Service provided to You by Morgan Stanley. Solely in connection with Your use of the Services, in the event of any conflict between the terms of this Agreement, any Supplemental Agreement or any Account Agreement, the following order of preference will be observed: the Supplemental Agreements, this Agreement and the Account Agreements. You also agree to review the disclosures and disclaimers presented with the Services ("Disclosures and Disclaimers"), which are incorporated herein by reference, and that Your use of the Services is subject to such terms.

3 5. Change to Terms and Conditions. Upon notice to You, We may add, delete or otherwise modify any portion of this Agreement (including the Supplemental Agreements and Disclosures and Disclaimers) in whole or in part at any time, including, without limitation, to impose charges for use of the Services or a portion thereof. Your continued use of the Services ten (10) days after receipt of such notice shall represent Your acceptance of such terms. 6. Usage and Proprietary Rights. We grant You, for the term of this Agreement, a personal, limited, non-exclusive, revocable, non-transferable and non-sublicenseable license ("Your License") to use the Services subject to the terms hereof, and the following: You have no ownership rights in the Services, which are owned by Us or Our licensors, and are protected under copyright, trademark and other intellectual property laws and other Applicable Law. You receive no copyright or any other intellectual property right in or to the Services, except as provided above. You may use the Services only for Your internal business purposes. You agree that We may provide certain portions of the Services under license from third parties, and You agree to comply with any additional restrictions on Your usage that We may communicate to You from time to time, or that are otherwise the subject of an agreement between You and such licensors. We retain exclusive control over the Services, and reserve the right, at any time and in Our sole discretion, without prior notice to You, to (a) change, suspend or discontinue all or a portion of the Services; (b) impose limits on, restrict or terminate Your access to all or a portion of the Services; or (c) terminate Your License. You also agree that We may monitor Your use of the Services. Each party will treat the existence and terms of this Agreement as confidential, and You further agree that any information relating to the content or operation of the Services is confidential and proprietary to Us, and that You will refrain from disclosing such information to any third party. 7. Use of and Instant Messaging. and instant messaging features may be provided to You as a convenience to enhance Your Communications with Us. Unless otherwise agreed to by Us, You shall not use these features to request, authorize or effect any transaction, to send fund transfer instructions or account information, or for any other Communication that requires non-electronic written authorization. We shall not be responsible for any loss or damage that result if any request for those purposes is not accepted or processed. You agree that You shall use these features in compliance with Applicable Law, and You shall not use them to transmit inappropriate information, including information that may be deemed obscene, libelous, harassing, fraudulent or slanderous. 8. Costs and Fees. Except as We otherwise agree in writing, You are solely responsible for all costs and fees associated with Your use of the Services, including acquiring, installing, maintaining and supporting any hardware and/or software necessary to access and use the Services. You agree that the requirements for such operating environment may change without prior notice. 9. Representations and Warranties. You represent and warrant, each time You use the Services, that (a) You have the power and authority (including on behalf of any party for whom You are using the Services) to enter into and perform obligations under this Agreement, each applicable Supplemental Agreement and Account Agreement, and this Agreement and each applicable Supplemental Agreement and Account Agreements Your legal, valid, binding and enforceable obligation; (b) by checking "I Agree" next to this Agreement, You acknowledge that You intended to sign and You have signed this Agreement; (c) You shall only use the Services in accordance with this Agreement, any applicable Account Agreement, Supplemental Agreement, and Applicable Law; (d) if You are accessing the Services on behalf of another party, You assume all fiduciary, regulatory and other requirements and duties that may apply to Your relationship to such party; (e) You shall not introduce, nor permit any person to introduce into the Services, any code, malicious or hidden mechanisms that would impair the operation of the Services or of Our computers or other devices or software, or would permit other users access to the Services, nor shall You use the Services to gain unauthorized access to any computer system. 10. DISCLAIMER OF WARRANTIES. THE SERVICES ARE PROVIDED BY US AS IS, AND NEITHER WE NOR ANY THIRD PARTY THAT CONTRIBUTES IN ANY MANNER TO THE SERVICES MAKES ANY REPRESENTATION OR WARRANTY WHATSOEVER, INCLUDING WARRANTIES (A) WITH RESPECT TO THE ACCURACY, COMPLETENESS OR TIMELINESS OF THE SERVICES; OR (B) THAT THE SERVICES SHALL BE UNINTERRUPTED OR ERROR FREE. FURTHER, WE AND ANY THIRD PARTY THAT CONTRIBUTES IN ANY MANNER TO THE

4 SERVICES DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE RELATING TO THE SERVICES. ANY HYPERLINK TO ANOTHER SITE IS NOT AND DOES NOT IMPLY AN ENDORSEMENT, INVESTIGATION, VERIFICATION OR MONITORING BY US OF ANY INFORMATION ON THAT SITE. 11. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL MORGAN STANLEY OR ITS AFFILIATES, SUBSIDIARIES OR CONTROLLING ENTITIES OR THEIR THIRD PARTY VENDORS, CONTRACTORS, TECHNOLOGY OR CONTENT PROVIDERS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, OWNERS, AGENTS AND EMPLOYEES (COLLECTIVELY, THE MORGAN STANLEY PARTIES ) HAVE ANY LIABILITY TO YOU OR ANY OTHER PERSON FOR ANY COSTS, LIABILITIES OR DAMAGES OF ANY KIND, WHETHER DIRECT, CONSEQUENTIAL OR PUNITIVE (TOGETHER, COSTS ), ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT OR THE PERFORMANCE OR BREACH OF THIS AGREEMENT, OR YOUR OR ANY OTHER PERSON S USE OF, OR INABILITY TO USE, THE SERVICES. THESE LIMITATIONS SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON STATUTE OR ARISING IN CONTRACT, INDEMNITY (OTHER THAN AS PROVIDED FOR IN SECTION 13), WARRANTY, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE), AND REGARDLESS OF WHETHER ANY MORGAN STANLEY PARTY KNOWS OR HAS REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT AND WITHOUT LIMITING THE FOREGOING, THE MAXIMUM AGGREGATE LIABILITY OF THE MORGAN STANLEY PARTIES UNDER THIS AGREEMENT AND WITH RESPECT TO THE SERVICES SHALL NOT EXCEED THE AMOUNT EARNED (INCLUDING ANY MARK-UP), IF ANY, BY US FROM YOU IN CONNECTION WITH THE SPECIFIC EVENT GIVING RISE TO YOUR LOSS OR DAMAGES, UNLESS CAUSED DIRECTLY BY THE MORGAN STANLEY PARTIES GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. YOU AGREE THAT WE ARE NOT LIABLE FOR LOSS CAUSED DIRECTLY OR INDIRECTLY BY GOVERNMENT RESTRICTIONS, EXCHANGE OR MARKET RULINGS, SUSPENSION OF TRADING, INTERRUPTIONS OF COMMUNICATIONS OR DATA PROCESSING, WAR, TERRORIST ACTS, STRIKES, ACTS OF GOD OR OTHER CONDITIONS BEYOND MORGAN STANLEY S CONTROL. THIS LIMITATION OF LIABILITY IS IN ADDITION TO ANY OTHER LIMITATION PROVIDED IN ANY APPLICABLE SUPPLEMENTAL AGREEMENT OR ACCOUNT AGREEMENT. 12. Your Indemnification Obligations. You agree to indemnify, defend and hold the Morgan Stanley Parties harmless from and against any and all losses, liabilities, judgments, arbitration awards, settlements, expenses, damages and costs, including attorneys fees and disbursements, as incurred by any of them arising in any manner out of or relating to Your use of, or inability to use, the Services or any breach or alleged breach by You of this Agreement. You shall cooperate with Us as fully as reasonably required in the defense of any third party claim subject to these indemnity provisions. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You. You shall not in any event settle such a matter without Our prior written consent. This indemnity is in addition to any other indemnity provided in any applicable Account Agreement or Supplemental Agreement. 13. Indemnification for Infringement. We agree to defend or, in Our sole discretion, settle, at Our expense, any third party claim or action brought against You to the extent such claim or action is based on a claim that the Services (to the extent provided by Us and not a third party) infringe upon any patents, trademarks or copyrights, or misappropriate any trade secrets, of such third party. In addition, We shall indemnify and hold You harmless from and against any and all damages, costs and expenses (including reasonable attorneys' fees) resulting from such claim or action that are awarded against You in a final judgment (excluding indirect, consequential and punitive damages) or paid in the form of a settlement. Notwithstanding the foregoing, We shall have no such obligations to defend, settle or indemnify any such claim or action unless (a) You notify Us promptly of such claim or action in writing; (b) We have exclusive control of the defense and/or settlement of such claim or action; and (c) You reasonably cooperate with Us, at Our expense, in the defense of such claim or action. We shall have no liability or obligation to You with respect to such claim or action where such claim or action arises from or is related to (x) Your modification of the Services (or any portion thereof) in any manner; (y) Your Use of the Services other than as set forth in this Agreement or any applicable Account Agreement or Supplemental Agreement; or (z) Your gross negligence or willful misconduct.

5 14. Governing Law; Injunctive Relief. To the maximum extent permitted by Applicable Law, (a) this Agreement shall be governed by and construed in accordance with the law of the State of New York applicable to contracts signed and performed within the State; and (b) the exclusive jurisdiction for any action or proceeding arising out of or related to this Agreement shall be a state or federal court located in the County and State of New York. You hereby irrevocably waive any right You may have under any Applicable Law to a jury trial. You acknowledge that any breach or threatened breach by You of any provision of this Agreement may cause Us irreparable injury and damage and, therefore, that any such breach or threatened breach may be enjoined through injunctive proceedings in addition to any other rights and remedies that may be available to Us at law or in equity. 15. Third Party Beneficiaries. To the extent the Services contain data or information provided by third parties or are otherwise contributed to by third parties, such third parties shall be considered third party beneficiaries of this Agreement for purposes of Sections 8-11 and Notice. Any notices or other communications required or permitted to be given or delivered under this Agreement by Us to You shall be provided through the Services, by , by facsimile (with confirmation of receipt) or in writing to the address provided by You, which You are solely responsible for updating as necessary. Any notices or other communications under this Agreement by You to Us shall be provided in writing to Us. Notices transmitted electronically ( or fax or phone) shall be effective upon transmission, provided that such notice is properly addressed; all other notices shall be effective upon receipt. 17. Assignment; Waiver. You may not assign, sublicense, delegate, subcontract or otherwise transfer Your rights, duties and obligations under this Agreement to a third party without Our express written consent. Any instrument whereby You purport to make an assignment or other transfer in violation of this provision shall be null and void. Any forbearance or delay on the part of either party hereto in enforcing any provision of this Agreement or any of its rights hereunder shall not be construed as a waiver of such provision or of a right to enforce same for such occurrence or any future occurrence. 18. Termination. You may terminate this Agreement for any reason by notifying Us. If you terminate this Agreement, such termination will become effective within one (1) business day of when We receive the notification. We may terminate this Agreement for any reason, effective immediately, by notifying You. The following provisions of this Agreement shall survive the termination of this Agreement: Section 6 (except for the license grant in the first sentence of Section 6, which shall not survive) and Sections Miscellaneous. A. This Agreement, together with any and all applicable Supplemental Agreements, Account Agreements, and Disclosures and Disclaimers constitutes the entire agreement between You and Us with respect to the Services. B. Any cause of action with respect to the Services must be commenced within one year after the claim or cause of action arises. C. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of this Agreement, and the remainder of this Agreement shall continue in full force and effect. The rights and remedies of the parties hereunder are cumulative and are in addition to, and not in lieu of, all rights and remedies available at law and in equity. D. Unless otherwise indicated, the information available on Morgan Stanley Online is not intended to be a substitute for the official account statements that You receive from Us. This information is approximate and subject to adjustment, updating and correction and is for illustrative and general reference purposes only. We are not responsible for any clerical, computational or other inaccuracies, errors or omissions except where otherwise required by law. We obtain market values and other data from various standard quotation services and other sources, which We believe to be reliable. However, We do not warrant or guarantee the accuracy or completeness of any such information. The values that You actually receive in the market for any investment may be higher or lower than the values reflected herein. To the extent there are any discrepancies between Your official account statement and this information, You should rely on the official account statement. This information should not be considered as the sole basis for any investment decision.

6 E. Investments and services are offered through Morgan Stanley Smith Barney LLC, member SIPC. 20. Privacy & Cookies. You authorize Morgan Stanley and any third party to whom Morgan Stanley may delegate responsibilities, subject to adequate confidentiality and safeguard obligations, to use, disclose and otherwise process, (anywhere in the world where Morgan Stanley does business), Your personal information for the purposes of: improving Web site content, performance, security, maintaining Our relationship, suggesting other Morgan Stanley products and services that may be of interest to You, or as may be required by Applicable Law. Personal information includes, without limitation, information collected through Morgan Stanley Online or in other communications with Morgan Stanley, including telephone calls and s, information about Your use of Our Web sites and services and "cookie" information. In addition, We use cookie information to recognize Your computer and Passwords when You return to Our Web sites. Most Web browser software allows You to modify Your preferences to be notified when a cookie is set, or to reject all cookies. If You choose to reject Our cookies, some areas of Our Web sites may not function properly or may not be accessible. To find out more information about how Morgan Stanley uses cookies and how to reject cookies see our Global Cookies Policy. To find out more information about how Morgan Stanley processes personal data in EMEA & Asia see the EMEA & Asia Privacy Policy. By accessing or using this web site you consent to Morgan Stanley processing personal data and using cookies herein and as further detailed in Our Privacy & Cookies Policy. 21. Non-U.S. Residents. A. The Services do not constitute (and should not be interpreted to constitute) the offering, selling, or conducting of business with respect to such Services in certain jurisdictions outside the United States where Morgan Stanley is not registered, or the conducting of any brokerage, investment advisory, banking or other similarly regulated activities in such jurisdictions. B. With respect to transactions within the European Union, the following terms shall be applicable: Unless expressed otherwise in an individual product or services terms of use, no contracting or transaction information required by the E-Commerce Directive as implemented will be provided.

7 NEW YORK STOCK EXCHANGE SUBSCRIBER AGREEMENT FOR MARKET DATA DISPLAY SERVICES Morgan Stanley Smith Barney LLC ("Vendor") agrees to make "Market Data" available to you pursuant to the terms and conditions set forth in this Agreement. By checking I Agree next to this Agreement, you ("Subscriber") agree to comply with those terms and conditions. Section 1 sets forth terms and conditions of general applicability. Section 2 applies insofar as Subscriber receives and uses Market Data made available pursuant to this Agreement as a Nonprofessional Subscriber. SECTION 1: TERMS AND CONDITIONS OF GENERAL APPLICABILITY 1. MARKET DATA DEFINITION For all purposes of this Agreement, "Market Data" means: Last sale information and quotation information relating to securities that are listed on a national securities exchange. Such bond and other equity last sale and quotation information, and such index and other market information, as United States-registered national securities exchanges and national securities associations (each, an "Authorizing SRO") may make available and as the New York Stock Exchange ("NYSE") or the American Stock Exchange ("AMEX") may from time to time designate as "Market Data" All information that derives from any such information 2. PROPRIETARY NATURE OF DATA Subscriber understands and acknowledges that each Authorizing SRO and each entity whose information is made available over the Authorizing SROs' facilities ( Other Data Disseminator ) has a proprietary interest in the Market Data that originates on or derives from it or its market(s). 3. ENFORCEMENT Subscriber understands and acknowledges that: The Authorizing SROs are third-party beneficiaries under this Agreement The Authorizing SROs or their authorized representative(s) may enforce this Agreement, by legal proceedings or otherwise, against Subscriber or any person that obtains Market Data that is made available pursuant to this Agreement other than as this Agreement contemplates Subscriber shall pay the reasonable attorney's fees that any Authorizing SRO incurs in enforcing this Agreement against Subscriber 4. DATA NOT GUARANTEED Subscriber understands that no Authorizing SRO, no Other Data Disseminator and no information processor that assists any Authorizing SRO or Other Data Disseminator in making Market Data available (collectively, the "Disseminating Parties") guarantees the timeliness, sequence, accuracy or completeness of Market Data or of other market information or messages disseminated by any Disseminating Party. Neither Subscriber nor any other person shall hold any Disseminating Party liable in any way for: Any inaccuracy, error or delay in, or omission of any such data, information or message or the transmission or delivery of any such data, information or message, or Any loss or damage arising from or occasioned by (i) any such inaccuracy, error, delay or omission, (ii) non-performance or (iii) interruption in any such data, information or message, due either to any negligent act or omission by any Disseminating Party, to any "force majeure" (e.g., flood, extraordinary weather conditions, earthquake or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications or power failure, equipment or software malfunction) or to any other cause beyond the reasonable control of any Disseminating Party

8 5. PERMITTED USE Subscriber shall not furnish Market Data to any other person or entity and, subject to Paragraph 10 below, shall use Market Data only for its individual use in its business. 6. DISSEMINATION DISCONTINUANCE OR MODIFICATION Subscriber understands and acknowledges that, at any time, the Authorizing SROs may discontinue disseminating any category of Market Data, may change or eliminate any transmission method and may change transmission speeds or other signal characteristics. The Authorizing SROs shall not be liable for any resulting liability, loss or damages that may arise as a result. 7. DURATION; SURVIVAL This Agreement remains in effect for so long as Subscriber has the ability to receive Market Data as contemplated by this Agreement. In addition, Vendor may terminate this Agreement at any time, whether at the direction of the Authorizing SROs or otherwise. Paragraphs 2, 3 and 4, and the first two sentences of Paragraph 8, survive any termination of this Agreement. 8. MISCELLANEOUS The laws of the State of New York shall govern this Agreement and it shall be interpreted in accordance with those laws. This Agreement is subject to the Securities Exchange Act of 1934, the rules promulgated under that act and the joint-industry plans entered into pursuant to that act. This writing contains the entire agreement between the parties in respect of its subject matter. Subscriber may not assign all or any part of this Agreement to any other person. The person manifesting assent to this agreement below represents and warrants that it has legal capacity to contract and, if that person is manifesting assent on behalf of a proprietorship or a business, partnership or other organization, represents and warrants that he or she has actual authority to bind the organization. SECTION 2: NONPROFESSIONAL SUBSCRIBER 9. NONPROFESSIONAL SUBSCRIBER DEFINITION - "Nonprofessional Subscriber" means any natural person whom Vendor has determined to qualify as a Nonprofessional Subscriber and who is not: Registered or qualified with the Securities and Exchange Commission (the "SEC"), the Commodities Futures Trading Commission, any state securities agency, any securities exchange or association or any commodities or futures contract market or association Engaged as an "investment advisor" as that term is defined in Section 201(11) of the Investment Adviser s Act of 1940 (whether or not registered or qualified under that Act) Employed by a bank or other organization exempt from registration under Federal and/or state securities laws to perform functions that would require him or her to be so registered or qualified if he or she were to perform such functions for an organization not so exempt 10. PERMITTED USE If Subscriber is a Nonprofessional Subscriber, he or she shall receive Market Data solely for his or her personal, non-business use. 11. PERSONAL AND EMPLOYMENT DATA As a prerequisite to qualifying as a Nonprofessional Subscriber, you need to confirm the required information below. Subscriber shall notify Vendor promptly of any change in his or her circumstances that may cause him or her to cease to qualify as a Nonprofessional Subscriber. 12. CERTIFICATION Click the checkbox above to certify that you fall within Paragraph 9''s definition of Nonprofessional Subscriber and that the personal and employment information in

9 Paragraph 11 is truthful and accurate. If you do not fall within Paragraph 9 s definition of Nonprofessional Subscriber leave the box unchecked and continue below. ACCEPTED AND AGREED: I, the "Subscriber" to which the preceding terms and conditions refer, acknowledge that I have read the preceding terms and conditions of both Sections 1 and 2, that I understand them and that I hereby agree to comply with them by checking I Agree.

10 OPTIONS PRICE REPORTING AUTHORITY SUBSCRIBER AGREEMENT Important Notice: This subscriber agreement ( Agreement ) is an agreement between you and Morgan Stanley Smith Barney LLC for you to receive information published by the Options Price Reporting Authority ( OPRA ). Please read this agreement carefully and then indicate your agreement to be bound by its terms and conditions by checking the I Agree check box next to this agreement. If you do not agree to these terms and conditions, you will be unable to receive the information. By completing and submitting this Agreement, you are applying to receive a market data service (the Service ) from Morgan Stanley Smith Barney (indivfeedback@morganstanley.com ), herein called the Vendor. The Service provides access to current options last sale and quotation information and related information ( OPRA Data ) published by OPRA. The Service is pursuant to a Plan declared effective by the Securities and Exchange Commission. In reviewing and approving this Agreement, the Vendor is authorized to act on behalf of the OPRA Participants -- national securities exchanges who, from time to time, are parties to this Plan. The person who provides data directly to the Vendor on behalf of OPRA from time to time is referred to herein as OPRA s Processor. By completing and submitting this Agreement by checking the I Agree check box next to this agreement, you are consenting to enter into this Agreement in electronic form. You have the right to withdraw your consent by terminating this Agreement and your receipt of the OPRA Data. The procedures for doing so are described below. You may access a printable version of this Agreement here at no charge. This Agreement includes an Addendum for Nonprofessionals. The purpose of the Addendum is to determine whether you are a Nonprofessional under the definition provided below. If you are, OPRA s charges to the Vendor for your use of OPRA Data are subject to a cap, and you may be entitled to pay lower fees to the Vendor. You do not need to complete the Addendum, but if you do not do so, or if you cannot agree with all of the statements in the Addendum, OPRA will not consider you to be a Nonprofessional. You hereby represent and agree as follows: 1. To confirm your full name and address provided at the bottom of this Agreement. 2. You shall receive the Service and the OPRA Data included therein solely for your own business or personal use, and you shall not retransmit or otherwise furnish OPRA Data to any person, other than your own employees, on devices that are subject to the control of the Vendor. If you are a Nonprofessional and have completed the Addendum for Nonprofessionals below, you are only permitted under this Agreement to use OPRA Data for your own personal investment activities. 3. You acknowledge that OPRA Data is and shall remain the property of the OPRA Participant on which a reported transaction took place or a reported quotation was entered.

11 4. Disclaimer of Liability Neither Vendor, OPRA, OPRA S Processor nor any OPRA Participant guarantees the timeliness, sequence, accuracy or completeness of any of the OPRA Data supplied to you hereunder. Neither Vendor, OPRA, OPRA S Processor nor any OPRA Participant shall be liable in any way, to you or to any other person, for any loss, damages, cost or expense which may arise from any failure of performance by Vendor, OPRA, OPRA S Processor or any OPRA Participant, or from any delays, inaccuracies, errors in or omissions of, any of the OPRA Data or in the transmission or delivery thereof, whether or not due to any negligent act or omission of the part of Vendor, OPRA, OPRA s Processor or any OPRA Participant. In no event shall Vendor, OPRA, OPRA s Processor or any Participant be liable for any incidental, special, indirect or consequential damages, including but not limited to lost profits, trading losses, or damages, including but not limited to lost profits, trading losses, or damages resulting from inconvenience or loss of use of the service. 5. The terms of this Agreement may be modified at any time upon notice to you. If you do not assent to this Agreement as modified at or prior to the time you next attempt to access the Service, this Agreement will automatically be terminated. This Agreement as modified shall apply to your use of the Service on and after the modification date. 6. You or the Vendor may terminate your receipt of OPRA Data at any time upon 30 days notice from the terminating party to the other party. If it is determined by the Vendor or OPRA that you are not in compliance with this Agreement it may be terminated immediately. 7. Nothing herein shall be deemed to prevent or restrict OPRA, OPRA s Processor or any OPRA Participant from discontinuing to furnish OPRA Data for dissemination or from making such changes in the speed of transmission, the characteristics of the electrical signals representing the data or the way data is disseminated, as OPRA shall from time to time determine to be appropriate. These changes may be made with or without notice to you. You shall not hold OPRA, OPRA s Processor or any OPRA Participant liable for any resulting liability, loss or damage that may arise as a result. 8. You agree to notify the Vendor promptly of any changes in the information provided here and to provide any additional information requested by the Vendor in connection with your receipt of OPRA Data. 9. The parties acknowledge and agree that this Agreement is for the express benefit of OPRA, OPRA s Processor and each OPRA Participant. 10. The provisions of Sections 3, 4 and 9 will survive any termination of this Agreement and will remain in full force and effect. If you agree to the terms and conditions set forth above, please confirm your name and address that appear at the bottom of this Agreement and check I Agree. ADDENDUM FOR NONPROFESSIONALS (To be completed by Nonprofessional Subscribers only) The purpose of this Addendum is to determine whether you are a Nonprofessional for OPRA s purposes. OPRA defines a Nonprofessional as an individual for whom the four

12 statements set out in paragraphs 1(a) through (d) below are true. 1. You agree that the following statements are and will continue to be true as long as you receive OPRA Data as a Nonprofessional: (a) You are entering into this Agreement in your own individual capacity and not on behalf of any other person or any corporation, partnership, limited liability company, trust, association or other form of entity. (b) You will use OPRA Data solely in connection with your individual personal investment activities and not in connection with any business activities. (c) You are not a securities broker-dealer, investment advisor, futures commission merchant, commodities introducing broker or commodity trading advisor, member of a securities exchange or association or futures contract market, or an owner, partner, or associated person of any of the above. (d) You are not employed by a bank or an insurance company or an affiliate of either to perform functions related to securities or commodity futures investment or trading activity. 2. You agree to notify the Vendor promptly if your circumstances change such that any of the statements in Section 1 of this Addendum would no longer be true for you. I am a Nonprofessional as defined by OPRA above and agree to the terms and conditions outlined in the Addendum for Nonprofessionals. Please confirm your full name and address below and then check the I Agree check box if you have read and agreed to all of the terms and conditions outlined in this Agreement. By confirming your name and checking I Agree, you agree that: i) You have read and understand all of the terms and conditions set forth above, and ii) You intend to form a legally binding and valid contract under which you will be bound by all of the terms and conditions set forth above NASDAQ Agreement DISCLOSURE PLEASE READ Subscribers must sign a contract entitled The NASDAQ Stock Market, Inc.( NASDAQ ) Subscriber Agreement ("Agreement") in order to receive Information [see definition in Paragraph [1] of the Agreement] from NASDAQ. While all terms are important, please particularly note the following. For more information regarding each term, the paragraph number at the end of each term refers to the paragraph in the Agreement where more information can be located. RESTRICTIONS ON USES & TRANSFER: Subscribers may not provide access to Information or transfer the Agreement to others. The Information is only for personal nonprofessional use or, if you are a Professional Subscriber (see definition in Paragraph [1] of the Agreement) for internal business use and/or personal use. [Paragraph 3]

13 MOST TYPES OF DAMAGES ARE EXCLUDED AND REMAINING DAMAGES ARE LIMITED: NASDAQ is not liable for trading losses, lost profits or incidental, consequential or other indirect damages, even if the Information is untimely or incorrect. Other damages (if any), are strictly limited (in contract, tort, or otherwise) to a capped amount. [Paragraphs 9 and 10] NO IMPLIED OR STATUTORY WARRANTIES OR DUTIES: All warranties and duties (if any) are eliminated. There are no express warranties except for a Limited Warranty regarding efforts only. STOCK QUOTES MIGHT NOT BE CURRENT OR ACCURATE. [Paragraph 9] SUBSCRIBERS PROVIDE AN INDEMNITY: Subscriber indemnifies and holds harmless NASDAQ for any Claims or Losses (see definition in Paragraph [1] of the Agreement) resulting from Subscriber s breach of the Agreement, for Subscriber s infringement of a third party s intellectual property rights, or from any third party suit related to Subscriber s use or receipt of the Information. [Paragraph 13 and 14] MARYLAND LAWS AND COURTS APPLY: Everything relating to the Agreement is governed by the laws of the United States and the State of Maryland and any disputes can only be heard in Maryland. [Paragraph 23] NO ORAL AMENDMENTS & ONLY NASDAQ MAY AMEND: The Agreement may not be altered orally and may be altered by NASDAQ pursuant to an Agreement procedure which includes notice either to Subscriber or to Vendor. Failure to terminate the Agreement before, or use of Information after, an amendment will be Subscriber s consent (or confirmation of an earlier consent) to the amendment. [Paragraph 17 and 21] VENDORS CAN IMPACT SUBSCRIBER S RIGHTS BUT NOT NASDAQ S RIGHTS: Vendor does not have authority to change the Agreement. Vendors are obligated to provide notice of NASDAQ changes to Subscriber, but if they do not, NASDAQ s notice to Vendor is still effective, as to Subscriber including notice of cancellation. [Above Paragraph 1 and Paragraph 17] The Agreement appears below. To confirm your signature check I Agree, this will submit and legally bind the Subscriber to the Agreement. SIGNATURE SECTION: This section incorporates all terms of The NASDAQ Subscriber Agreement by this reference. THE VENDOR AND ITS AGENTS MAY NOT MODIFY OR WAIVE ANY TERM OF THIS AGREEMENT. ANY ATTEMPT TO MODIFY THIS AGREEMENT, EXCEPT BY NASDAQ, IS VOID. 1. The word "NASDAQ" means The NASDAQ Stock Market, Inc. and its affiliates. The word "Information" means certain data and other information: relating to securities or other financial instruments, products, vehicles or devices; or relating to Persons regulated by NASDAQ or to activities of NASDAQ; or gathered by NASDAQ from other sources. The word "or" includes the word "and". The phrase "Claims or Losses" means any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, judgments, settlements, and expenses of whatever nature, whether incurred by or issued against an indemnified party or a third party, including, without limitation, (1) indirect, special, punitive, consequential or incidental loss or damage, (including, but not limited to, trading losses, loss of anticipated profits, loss by reason of shutdown in operation or

14 increased expenses of operation, or other indirect loss or damage) and (2) administrative costs, investigatory costs, litigation costs, and auditors' and attorneys' and fees and disbursements (including in-house personnel). The word "Person" means any natural person, proprietorship, corporation, partnership, or other entity whatsoever. The phrase "Non-Professional Subscriber" means any natural person who is neither: (a) registered or qualified in any capacity with the SEC, the Commodities Futures Trading Commission, any state securities agency, any securities exchange or association, or any commodities or futures contract market or association; (b) engaged as an "investment advisor" as that term is defined in Section 201 (11) of the Investment Advisors Act of 1940 (whether or not registered or qualified under that Act); nor, (c) employed by a bank or other organization exempt from registration under federal or state securities laws to perform functions that would require registration or qualification if such functions were performed for an organization not so exempt. The phrase "Professional Subscriber" means all other persons who do not meet the definition of Non-Professional Subscriber. When it appears alone, the word "Subscriber" encompasses all Non-Professional and Professional Subscribers. The phrase "Vendor s Service" means the service from a vendor, including the data processing equipment, software, and communications facilities related thereto, for receiving, processing, transmitting, using and disseminating the Information to or by Subscriber. 2. Subscriber is granted the right to receive from NASDAQ the Information under the terms stated herein or in the NASD Rules. "NASD Rules" shall mean all applicable laws (including intellectual property, communications, and securities laws), statutes, and regulations, the rules and regulations of the SEC, the rules and regulations of NASDAQ including, but not limited to, those requirements established by NASDAQ's rule filings (with such SEC approval as may be required), NASDAQ's decisions and interpretations and any User Guides, or successors of the components of the NASD Rules, as they may exist at the time. For Professional Subscriber, if any payment is due directly to NASDAQ under this Agreement, payment in full is due NASDAQ in immediately available U.S. funds, within 30 days of the date of an invoice, whether or not use is made of, or access is made to, the Information. Interest shall be due from the date of the invoice to the time that the amount(s) that are due have been paid. Subscriber shall assume full and complete responsibility for the payment of any taxes, charges or assessments imposed on Subscriber or NASDAQ (except for U.S. federal, state, or local income taxes, if any, imposed on NASDAQ) by any foreign or domestic national, state, provincial or local governmental bodies, or subdivisions thereof, and any penalties or interest, relating to the provision of the Information to Subscriber. 3. The Information is licensed only for the personal use of the Non-Professional Subscriber and the internal business use and/or personal use of the Professional Subscriber. By representing to Vendor that Subscriber is a non-professional, or by continuing to receive the Information at a non-professional subscriber rate, Subscriber is affirming to Vendor and NASDAQ that Subscriber meets the definition of Non- Professional Subscriber as set forth in paragraph 1 above. Subscriber will promptly give written notice to Vendor of any change in the name or place of residence or place of business at which the Information is received. Subscriber may not sell, lease, furnish or otherwise permit or provide access to the Information to any other Person or to any other office, or place. Subscriber will not engage in the operation of any illegal business; use or permit anyone else to use the Information, or any part thereof, for any illegal purpose; or violate any NASD Rule. Professional Subscribers may, on a non-continuous basis, furnish limited amounts of the Information to customers: in written advertisements,

15 correspondence, or other literature; or during voice telephonic conversations not entailing computerized voice, automated information inquiry systems, or similar technologies. Subscriber may not present the Information rendered in any unfair, misleading, or discriminatory format. Subscriber shall take reasonable security precautions to prevent unauthorized Persons from gaining access to the Information. 4. Subscriber acknowledges that NASDAQ, in its sole discretion, may from time to time make modifications to its system or the Information. Such modifications may require corresponding changes to be made in Vendor's Service. Changes or the failure to make timely changes by Vendor or Subscriber may sever or affect Subscriber's access to or use of the Information. NASDAQ shall not be responsible for such effects. 5. NASDAQ grants to Subscriber a nonexclusive, non-transferable license during the term of the Agreement to receive and use the Information transmitted to it by Vendor and thereafter to use such Information for any purpose not inconsistent with the terms of the Agreement or with the NASD Rules. Subscriber acknowledges and agrees that NASDAQ has proprietary rights in the Information that originates on or derives from markets regulated or operated by NASDAQ and compilation or other rights in Information gathered from other sources. Subscriber further acknowledges and agrees that NASDAQ's third party Information providers have exclusive proprietary rights in their respective Information. In the event of any misappropriation or misuse, NASDAQ or its third party information providers shall have the right to obtain injunctive relief for its respective materials. Subscriber will attribute source as appropriate under all the circumstances. 6. Subscriber acknowledges that NASDAQ, as a subsidiary of NASD, when required to do so by NASD in fulfillment of NASD's statutory obligations, may by notice to Vendor unilaterally limit or terminate the right of any or all Persons to receive or use the Information, and that Vendor will immediately comply with any such notice and will terminate or limit the furnishing of the Information and confirm such compliance by notice to NASDAQ. Any affected Person will have available to it such procedural protections as are provided by the Exchange Act and applicable rules thereunder. Neither NASDAQ nor NASD shall have any liability when complying with such NASD notice. 7. Professional Subscriber shall make its premises available to NASDAQ for physical inspection of Vendor's Service and of Professional Subscriber's use of the Information (including review of any records regarding use of, or access to, the Information and the number and locations of all devices that receive Information), all at reasonable times, upon reasonable notice, to ensure compliance with this Agreement. Non-professional Subscriber shall comply promptly with any reasonable request from NASDAQ for information regarding the Non-Professional Subscriber s receipt, processing, display and redistribution of the Information. 8. To the extent permitted by applicable law, Subscriber acknowledges and agrees that the termination of the Vendor's Service for failure to make payments shall not be deemed or considered to be, and Subscriber waives any right to represent or assert that any such exercise constitutes, an act or omission or an improper denial or limitation of access by NASDAQ to any service or facility operated by NASDAQ as contemplated in Section 11A of the Exchange Act, or any other provision of the Exchange Act, or any rule, regulation, or interpretation adopted thereunder.

16 9. NASDAQ'S WARRANTIES/DISCLAIMER OF WARRANTIES. NASDAQ SHALL ENDEAVOR TO OFFER THE INFORMATION AS PROMPTLY AND ACCURATELY AS IS REASONABLY PRACTICABLE. IN THE EVENT THAT THE INFORMATION IS NOT AVAILABLE AS A RESULT OF A FAILURE BY NASDAQ TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT, NASDAQ WILL ENDEAVOR, GIVING DUE REGARD FOR THE COST, TIME, AND EFFECT ON OTHER USERS, TO CORRECT ANY SUCH FAILURE. IN THE EVENT THAT THE INFORMATION IS NOT AVAILABLE, IS DELAYED, IS INTERRUPTED, IS INCOMPLETE, OR IS NOT ACCURATE OR IS OTHERWISE MATERIALLY AFFECTED FOR A CONTINUOUS PERIOD OF FOUR (4) HOURS OR MORE DURING THE TIME THAT NASDAQ REGULARLY TRANSMITS THE INFORMATION DUE TO THE FAULT OF NASDAQ (EXCEPT FOR A REASON PERMITTED IN THIS AGREEMENT OR IN NASDAQ'S AGREEMENT WITH THE VENDOR), SUBSCRIBER'S OR ANY OTHER PERSON'S EXCLUSIVE REMEDY AGAINST NASDAQ SHALL BE (A) IF SUBSCRIBER OR ANY OTHER PERSON CONTINUES TO RECEIVE THE INFORMATION OR ANY OTHER DATA AND/OR INFORMATION OFFERED BY NASDAQ, A PRORATED MONTH'S CREDIT OF ANY MONIES DUE, IF ANY, FOR THE AFFECTED INFORMATION DIRECTLY TO NASDAQ FROM SUBSCRIBER, OR, IF APPLICABLE, FROM SAID OTHER PERSON, FOR THE PERIOD AT ISSUE OR, (B) IF SUBSCRIBER OR ANY OTHER PERSON NO LONGER RECEIVES EITHER THE INFORMATION OR ANY OTHER DATA AND/OR INFORMATION OFFERED BY NASDAQ, A PRORATED MONTH'S REFUND OF ANY MONIES DUE FOR THE AFFECTED INFORMATION DIRECTLY TO NASDAQ FROM SUBSCRIBER, OR, IF APPLICABLE, FROM SAID OTHER PERSON, FOR THE PERIOD AT ISSUE. SUCH CREDIT OR REFUND SHALL, IF APPLICABLE, BE REQUESTED BY WRITTEN NOTICE TO NASDAQ WITH ALL PERTINENT DETAILS. BEYOND THE WARRANTIES STATED IN THIS SECTION, THERE ARE NO OTHER WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY (INCLUDING, WITHOUT LIMITATION, TIMELINESS, TRUTHFULNESS, SEQUENCE, COMPLETENESS, ACCURACY, FREEDOM FROM INTERRUPTION), ANY IMPLIED WARRANTIES ARISING FROM TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE. 10. NASDAQ S LIMITATION OF LIABILITY. (A) EXCEPT AS MAY OTHERWISE BE SET FORTH HEREIN, NASDAQ SHALL NOT BE LIABLE TO SUBSCRIBER, ITS VENDOR OR ANY OTHER PERSON FOR INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL LOSS OR DAMAGE (INCLUDING, BUT NOT LIMITED TO, TRADING LOSSES, LOSS OF ANTICIPATED PROFITS, LOSS BY REASON OF SHUTDOWN IN OPERATION OR INCREASED EXPENSES OF OPERATION, COST OF COVER,OR OTHER INDIRECT LOSS OR DAMAGE) OF ANY NATURE ARISING FROM ANY CAUSE WHATSOEVER, EVEN IF NASDAQ HAS BEEN ADVISED OF THE POSSIBILITYOF SUCH DAMAGES. (B) NASDAQ SHALL NOT BE LIABLE TO SUBSCRIBER OR ANY OTHER PERSON FOR ANY UNAVAILABILITY, INTERRUPTION, DELAY, INCOMPLETENESS, OR INACCURACY OF THE INFORMATION THAT LASTS LESS THAN FOUR (4) CONTINUOUS HOURS DURING THE TIME THAT

17 NASDAQ REGULARLY TRANSMITS THE INFORMATION OR IF THE INFORMATION IS MATERIALLY AFFECTED FOR LESS THAN FOUR (4) CONTINUOUS HOURS DURING THE TIME THAT NASDAQ REGULARLY TRANSMITS THE INFORMATION. (C) IF NASDAQ IS FOR ANY REASON HELD LIABLE TO SUBSCRIBER OR TO ANY OTHER PERSON, WHETHER IN TORT OR IN CONTRACT, THE LIABILITY OF NASDAQ WITHIN A SINGLE YEAR (FROM THE EFFECTIVE DATE OF THE AGREEMENT) OF THE AGREEMENT [COMBINED WITH THE TOTAL OF ALL CLAIMS OR LOSSES OF SUBSCRIBER'S VENDOR, AND ANY OTHER PERSON CLAIMING THROUGH, ON BEHALF OF, OR AS HARMED BY SUBSCRIBER] IS LIMITED TO AN AMOUNT OF SUBSCRIBER S DAMAGES THAT ARE ACTUALLY INCURRED BY SUBSCRIBER IN REASONABLE RELIANCE, AND WHICH AMOUNT DOES NOT EXCEED THE LESSER OF: (I) IF SUBSCRIBER OR ANY OTHER PERSON CONTINUES TO RECEIVE THE INFORMATION OR ANY OTHER DATA AND/OR INFORMATION OFFERED BY NASDAQ, A PRORATED MONTH'S CREDIT OF ANY MONIES DUE DIRECTLY TO NASDAQ FROM SUBSCRIBER, OR, IF APPLICABLE, FROM ANY OTHER PERSON, FOR THE INFORMATION AT ISSUE DURING THE PERIOD AT ISSUE OR, IF SUBSCRIBER OR ANY OTHER PERSON NO LONGER RECEIVES EITHER THE INFORMATION OR ANY OTHER DATA AND/OR INFORMATION OFFERED BY NASDAQ, A REFUND OF ANY MONIES DUE DIRECTLY TO NASDAQ FROM SUBSCRIBER, OR, IF APPLICABLE, FROM ANY OTHER PERSON, FOR THE INFORMATION AT ISSUE DURING THE PERIOD AT ISSUE; OR (II) $ (D) THIS SECTION SHALL NOT RELIEVE NASDAQ, SUBSCRIBER OR ANY OTHER PERSON FROM LIABILITY FOR DAMAGES THAT RESULT FROM THEIR OWN GROSS NEGLIGENCE OR WILLFUL TORTIOUS MISCONDUCT, OR FROM PERSONAL INJURY OR WRONGFUL DEATH CLAIMS. (E) SUBSCRIBER AND NASDAQ UNDERSTAND AND AGREE THAT THE TERMS OF THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK AND LIMITATION OF LIABILITY. 11. THIRD PARTY INFORMATION PROVIDERS' DISCLAIMERS OF WARRANTIES/LIMITATIONS OF LIABILITIES. NASDAQ'S THIRD PARTY INFORMATION PROVIDERS MAKE NO WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY (INCLUDING, WITHOUT LIMITATION, TIMELINESS, TRUTHFULNESS, SEQUENCE, COMPLETENESS, ACCURACY, FREEDOM FROM INTERRUPTION), ANY IMPLIED WARRANTIES ARISING FROM TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE AND THEY SHALL HAVE NO LIABILITY FOR THE ACCURACY OF, OR FOR DELAYS OR OMISSIONS IN, ANY OF THE INFORMATION PROVIDED BY THEM. NASDAQ'S THIRD PARTY INFORMATION PROVIDERS SHALL ALSO HAVE NO LIABILITY FOR ANY DAMAGES, WHETHER DIRECT OR INDIRECT, WHETHER LOST PROFITS, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF THE SUBSCRIBER OR ANY OTHER PERSON SEEKING RELIEF THROUGH SUBSCRIBER, EVEN IF THE THIRD PARTY INFORMATION PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE LIABILITY

18 OF THE THIRD PARTY INFORMATION PROVIDERS OR THEIR AFFILIATES TO SUBSCRIBER OR ANY OTHER PERSON SEEKING RELIEF THROUGH SUBSCRIBER PURSUANT TO ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE FEE PAID BY SUBSCRIBER OR ANY OTHER PERSON SEEKING RELIEF THROUGH SUBSCRIBER, AS APPLICABLE. 12. Notwithstanding any other term or condition of this Agreement, NASDAQ, its third party information providers or Subscriber shall not be obligated to perform or observe their respective obligations undertaken in this Agreement (except for obligations to make payments hereunder and regulatory obligations) if prevented or hindered from doing so by any circumstances found to be beyond their control. 13. Subscriber will indemnify and hold harmless NASDAQ and its employees, officers, directors, and other agents from any and all Claims or Losses imposed on, incurred by or asserted as a result of or relating to: (a) any noncompliance by Subscriber with the terms and conditions hereof; (b) any third-party actions related to Subscriber's receipt and use of the Information, whether authorized or unauthorized under the Agreement. 14. Each party warrants and represents and will indemnify and hold harmless (and in every case, NASDAQ shall be permitted to solely defend and settle) another party (including NASDAQ) and their officers, directors, employees, and other agents, against any Claims or Losses arising from, involving, or relating to a claim of infringement or other violation of an intellectual property right by the indemnifying party, its actions or omissions, equipment, or other property. This right is conditioned on the indemnified party giving prompt written notice to the indemnifying party (as does not prejudice the defense) of the Claims or Losses and providing cooperation in the defense of the Claims or Losses (without waiver of attorney-client, work-product or other legal privilege, or disclosure of information legally required to be kept confidential). 15. Subscriber agrees that NASDAQ may enforce the terms of this Agreement against any Person, whether or not Vendor or Subscriber is a party to any such action or against Subscriber itself. In any action there shall be available injunctive relief or damages, with the prevailing party being awarded costs and attorneys' fees (including in-house counsel). 16. In the event of any conflict between the terms of this Agreement and of the Vendor's agreement, the terms of this Agreement shall prevail as between NASDAQ and Subscriber. 17. In addition to terminations permitted under the Vendor's agreement, this Agreement may be terminated by Subscriber on 30 days written notice to Vendor and by NASDAQ on 30 days written notice either to Vendor or Subscriber. NASDAQ may also alter any term of this Agreement on 60 days written notice either to Vendor or Subscriber, and any use after such date is deemed acceptance of the new terms. In the event of Subscriber breach, discovery of the untruth of any representation of Subscriber, or where directed by NASD in its regulatory authority, NASDAQ may terminate this Agreement on not less than three (3) days written notice to Subscriber provided either by NASDAQ or Vendor. 18. NASDAQ does not endorse or approve any equipment, Vendor, or Vendor's Service. 19. Natural persons executing this Agreement warrant and represent that they are at least

19 eighteen (18) years of age. Subscriber and the Person executing this Agreement on behalf of Subscriber which is a proprietorship, corporation, partnership or other entity, represent that such Person is duly authorized by all necessary and appropriate corporate or other action to execute the Agreement on behalf of Subscriber. 20. All notices, invoices, and other communications required to be given in writing under this Agreement shall be directed to: The NASDAQ Stock Market, Inc., 1735 K Street NW, Washington, DC 20006, Attn.: Manager: Market Data Distribution, or to Subscriber at the last address known to the Vendor, and shall be deemed to have been duly given upon actual receipt by the parties, or upon constructive receipt if sent by certified mail, postage pre-paid, return receipt requested, at such address or to such other address as any party hereto shall hereafter specify by written notice to the other party or parties hereto. 21. Except as otherwise provided herein, no provision of this Agreement may be amended, modified, or waived, unless by an instrument in writing executed by a duly authorized signatory of the party against whom enforcement of such amendment, modification, or waiver is sought. No failure on the part of NASDAQ or Subscriber to exercise, no delay in exercising, and no course of dealing with respect to any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege under this Agreement. If any of the provisions of this Agreement, or application thereof to any Person or circumstance, shall to any extent be held invalid or unenforceable, the remainder of this Agreement, or the application of such terms or provisions to Persons or circumstances other than those as to which they are held invalid or unenforceable, shall not be affected thereby and each such term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 22. The terms of this Agreement apply to those obligations that survive any cancellation, termination, or rescission, namely, obligations relating to intellectual property, indemnification, limitation of liability, warranties, disclaimer of warranties, and Exchange Act related provisions. 23. This Agreement shall be deemed to have been made in the United States in the State of Maryland and shall be construed and enforced in accordance with, and the validity and performance hereof shall be governed by, the laws of the State of Maryland, without reference to principles of conflicts of laws thereof. Subscriber hereby consents to submit to the jurisdiction of the courts of or for the State of Maryland in connection with any action or proceeding instituted relating to this Agreement.