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EXHIBIT 10.3
OPTIONS PRICE REPORTING AUTHORITY
VENDOR AGREEMENT
(Last Sale and Quotation Information)
THIS AGREEMENT is made this 3rd day of June, 1997, between Aether
Technologies International, L.L.C., a Limited Liability corporation ("Vendor"),
and the American Stock Exchange, Inc., Chicago Board Options Exchange,
Incorporated, New York Stock Exchange, Inc., Pacific Stock Exchange Incorporated
and Philadelphia Stock Exchange, Inc. (said exchanges are hereinafter sometimes
collectively referred to as the Options Price Reporting Authority ("OPRA"), a
registered securities information processor registered pursuant to Section
llA(b) of the Securities Exchange Act of 1934, as amended).
RECITALS
A. The aforesaid exchanges have been authorized by the Securities and
Exchange Commission pursuant to Section llA(a)(3)(B) of the Securities
Exchange Act of 1934, as amended, to act jointly as parties to the Plan for
Reporting of Consolidated Options Last Sale Reports and Quotation Information
(said plan as amended from time to time in accordance with the provisions
thereof is hereinafter referred to as the "Plan"), and the Plan provides that
any other national securities exchange or association approved by the Securities
and Exchange Commission for the trading of options may become a party to the
Plan (all such parties are hereinafter sometimes collectively referred to as the
"Participants" and individually as a "Participant");
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(c) "Options Information" means Last Sale Reports and Quotation
Information and any other information transmitted over the information reporting
system administered by OPRA.
(d) "Current" means, in the case of Last Sale Reports, such information
that has been transmitted by the Processor, by a Participant or by OPRA to
Vendor within the immediately preceding 15 minutes, and in the case of Quotation
Information, the bid or offer in respect of a given security that was most
recently transmitted by the Processor, by a Participant or by OPRA to Vendor.
(e) "Eligible Securities" means each series of option contracts listed
and traded on one or more of the Participant exchanges, and any other securities
determined by OPRA to be eligible for inclusion in the information reporting
system administered by OPRA.
(f) "Last Sale Subscriber" means a person that has executed a
Nonprofessional Subscriber agreement or a Professional Subscriber agreement with
OPRA setting forth the terms and conditions under which such person is permitted
to receive Last Sale Reports for its own use and not for the purpose of
retransmitting or redistributing Last Sale Reports to any other person, and that
has been approved by OPRA for such purpose.
(g) "Quotation Subscriber" means a person that has executed a
Nonprofessional Subscriber agreement or a Professional Subscriber agreement with
OPRA setting forth the terms and conditions under which such person is permitted
to receive
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Quotation Information for its own use and not for the purpose of retransmitting
or redistributing Quotation Information to any other person, and that has been
approved by OPRA for such purpose.
(h) "Nonprofessional Subscriber" means an individual natural person (not
a firm, corporation, partnership, trust or association) who has completed a
Nonprofessional Subscriber Application and Agreement in the form of Attachment C
hereto, or as said Application and Agreement may be amended from time to time by
OPRA, evidencing that such person intends to receive Options Information for his
or her private use only in connection with personal investment activities and
not in connection with any trade or business activities, and making the other
representations and agreements required by said Application and Agreement.
(i) "Professional Subscriber" means a Last Sale Subscriber or a Quotation
Subscriber who is not a Nonprofessional Subscriber.
(j) "Person" means a firm, corporation, or an association, as well as an
individual.
(k) "Affiliate" means when used in reference to a Participant, each
governor, director, officer, employee or subsidiary of such Participant and each
director, officer or employee of each such subsidiary.
(1) "Print News Publisher" means the publisher of a bona fide newspaper,
newsmagazine or other news publication of
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general circulation published on a regular schedule solely in print form and not
distributed electronically, by fax or by radio or television broadcast.
2. Furnishing Options Information to Vendor.
Options Information (in the format conforming to the specifications set
forth in Attachment A hereto, as the same may be amended from time to time,
subject to the provisions of Section 13 hereof) may be furnished to Vendor
directly from the Processor or from another vendor for the purpose of enabling
Vendor to distribute or publish Options Information in accordance with the terms
hereof. If Vendor desires to access Options information directly from the
Processor, Vendor must provide telecommunications facilities to the Processor.
Vendor shall pay to OPRA, if applicable, any one or more of the following fees
in accordance with the Fee Schedule set forth in Attachment B hereto: (i) the
Redistribution Fee, (ii) the Direct Access Charge, (iii) the Nonprofessional
Subscriber fee referred to in Section 6 hereof, and (iv) such other fees and
charges as OPRA may from time to time impose, all as the same may be amended
from time to time, subject in each case to not less than 30 days prior written
notice to Vendor. Payment of the Redistribution Fee shall permit Vendor to
redistribute Options Information in accordance with the terms of Section 3,
below. Payment of the Direct Access Charge shall entitle Vendor to two circuit
connections at the premises of the Processor in New York City. Additional
circuit connections will be made available upon
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payment of a nominal fee, as reflected in the Fee Schedule, which will
approximate OPRA's cost in respect of such additional connections. The Direct
Access Charge established by OPRA for direct access to Options Information is a
uniform charge levied against each person who receives Options Information
directly from the Processor. The revenues derived from the Direct Access charge
are not intended by OPRA to exceed OPRA's operating expenses associated with
providing Options Information in the form of one or more consolidated high speed
transmissions. This charge may be increased or decreased, depending upon the
number of vendors or other persons who are required to pay it, or changes in
OPRA's costs associated with the furnishing of Options Information. OPRA intends
to review the Direct Access Charge at least annually, and may increase or
decrease this charge from time to time on not less than 30 days prior written
notice to Vendor. In the event Vendor intends to utilize Options Information
other than in its capacity as a vendor as authorized under this Agreement,
Vendor must complete the appropriate agreements governing such other use, and
pay any additional applicable fees.
3. Authority of Vendor to Utilize Options Information.
Subject to the terms of this Agreement and applicable rules and
regulations of the Securities and Exchange Commission, Vendor may retransmit or
redistribute Options Information on a selective or continuous basis, and may
furnish a market data or retrieval service or services with respect to Options
Information
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whereby Professional and Nonprofessional Subscribers, authorized vendors, and
other authorized persons may receive access to Options Information through
interrogation or display devices and over circuits provided by Vendor, provided
that in retransmitting or redistributing such information or in making such
information available through a market data or retrieval service, Vendor shall
not exclude information or otherwise discriminate on the basis of the market in
which a transaction took place or in which a quotation was entered, and provided
further that Vendor shall furnish Last Sale Reports on a current basis only to
persons that are at the time of receipt thereof duly approved Last Sale
Subscribers, and Vendor shall furnish Quotation Information on a current basis
only to persons that are at the time of receipt thereof duly approved Quotation
Subscribers, or in either case to approved vendors, back-up facility providers,
control service providers, or other authorized persons for their use in
accordance with agreements such persons have entered into with OPRA.
Vendor may furnish Options Information on a current basis via a (data
feed) transmission only to (i) Subscribers who have entered into a Professional
Subscriber Agreement and an Indirect (Vendor Pass-Through) Circuit Connection
Rider, (ii) other vendors, (iii) Print News Publishers, subject to the
conditions stated below, or (iv) other categories of persons authorized by OPRA
to receive a data feed transmission.
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Vendor may furnish Options Information to a person who intends to
retransmit all or a portion of the information to other persons only if such
person has entered into a Vendor Agreement with OPRA, except that Vendor may
furnish Options Information to a Print News Publisher to the extent and subject
to the conditions set forth in the following paragraph of this Section 3, and
except that Vendor may furnish historical Last Sale Reports and Quotation
Information to any person. For purposes of the previous sentence, Last Sale
Reports that reflect transactions completed during a given trading session of an
options market, and bids and offers entered in a given trading session of an
options market, become "historical" upon the opening of trading in the next
succeeding trading session of that same market. (E.g., reports of transactions
completed in a trading session on Wednesday become historical reports from and
after the opening of trading on the following Thursday.)
Vendor may also furnish Options Information to a Print News Publisher in
the form of formatted options tables or by means of a data feed transmission or
in any other format, provided that the redistribution of such information by the
Print News Publisher is limited to options tables appearing in a bona fide
newspaper, newsmagazine or other news publication of general circulation
published on a regular schedule in print form, and provided further that Vendor
shall have entered into a written agreement with the Print News Publisher,
expressly for the benefit of OPRA, in which the Print News Publisher agrees that
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its redistribution of Options Information will be so limited and acknowledges
that neither OPRA, the Processor nor any Participant guarantees the timeliness,
sequence, accuracy or completeness of any Options Information, and that neither
OPRA, the Processor nor any participant shall be liable in any way to Print News
Publisher for any claims or damages, consequential or otherwise, for any delays,
inaccuracies, errors in, or omissions of, any Options Information, or in the
transmission or delivery thereof or for any damage arising therefrom or
occasioned thereby. Vendor shall provide to OPRA, in advance, a copy of every
form of agreement it intends to use for this purpose.
4. Approval of Professional Subscribers.
OPRA shall, from time to time, furnish to Vendor the names of those
persons that have been approved by OPRA as Last Sale Professional Subscribers or
Quotation Professional Subscribers or both (separately identifying those
Subscribers who have entered into Indirect (Vendor Pass-Through) Circuit
Connection Riders), and the names of those persons that have entered into Vendor
Agreements with OPRA, or are otherwise approved to receive Options Information.
Upon receipt by Vendor of written notice from OPRA that the approval of any
person to receive Options Information has been withdrawn, Vendor will promptly
discontinue furnishing Last Sale Reports or Quotation Information, or both, to
such person, except to the extent such person is approved to receive such
information as a Nonprofessional Subscriber, and except to the extent that such
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information is historical information as defined in Section 3 above.
5. Approval of Nonprofessional Subscribers.
(a) Vendor shall furnish to each of its customers who desires to be
approved as a Nonprofessional Subscriber a Nonprofessional Subscriber
Application and Agreement in the form of Attachment C hereto or as such form may
be amended by OPRA from time to time, and shall require the customer to return
the completed Application and Agreement to Vendor. Vendor, on behalf of and as
agent for OPRA, shall review each Application and Agreement, and upon Vendor's
determination that the Application and Agreement is complete in all material
respects and that the applicant in fact meets the qualifications of a
Nonprofessional Subscriber, Vendor shall approve the applicant by endorsing the
completed Application and Agreement.
(b) A Nonprofessional Subscriber whose Application and Agreement has been
approved in accordance with the foregoing shall remain a duly approved
Nonprofessional Subscriber only so long as he remains in compliance with the
provisions of the Application and Agreement, subject to the right of Vendor or
OPRA to withdraw such approval or to terminate the Application and Agreement, as
stated therein.
(c) In the event Vendor or OPRA determines that a previously approved
Nonprofessional Subscriber does not meet the requirements for such approval (in
the case of such determination by OPRA, OPRA shall furnish Vendor notification
thereof), Vendor
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will promptly discontinue furnishing current Last Sale Reports or current
Quotation Information, or both, to such person, except to the extent such person
is approved to receive such information as a Professional Subscriber.
6. Nonprofessional Subscriber Fees, Accounts, Records and Reports.
(a) For each Nonprofessional Subscriber whom it has approved and to whom
it furnishes current Last Sale Reports or Quotation Information, Vendor shall
pay to OPRA a monthly Nonprofessional Subscriber fee in accordance with the Fee
Schedule set forth in Attachment B hereto, as the same may be amended from time
to time. Such fee shall be due and payable to OPRA on the day on which Vendor
initially furnishes Options Information to a new Nonprofessional Subscriber, and
thereafter the fee shall be due and payable for each month, in advance, on the
first day of the month. If Vendor initiates service to a new Nonprofessional
Subscriber following the 15th day of any month, or if Vendor discontinues
service to a Nonprofessional Subscriber on or before the 15th day of any month,
that month's fee for the service so initiated or discontinued shall be 50% of
the regular applicable monthly fee. If any amount due from Vendor to OPRA under
this subsection 6(a) has not been paid by the 30th day after such amount is due,
OPRA may impose a late payment charge for each day from and after the due date
that the amount remains unpaid. The late payment charge shall be at an annual
rate that does not exceed the lesser of (i) the commercial prime rate of
interest as last published in The Wall Street Journal prior to
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the date such charge is computed plus three percent, or (ii) the maximum rate of
interest permitted by applicable law.
(b) For each approved Nonprofessional Subscriber to whom it furnishes
Options Information, Vendor shall retain a signed original of the completed
Application and Agreement and any supplements or amendments thereto. Vendor
shall promptly send such notices to its Nonprofessional Subscribers and shall
obtain such additional information from its Nonprofessional Subscribers as OPRA
may from time to time request. All of Vendor's records pertaining to
Nonprofessional Subscribers and to the computation of the Nonprofessional
Subscriber fee due from Vendor to OPRA, including the required copies of
completed Applications and Agreements, shall be maintained in a reasonably
accessible place during the time that Vendor furnishes Options Information to
such persons, and shall be preserved for at least six years after the date
Vendor discontinues furnishing Options Information to such persons. Such records
shall be available for inspection by duly authorized representatives of OPRA
upon reasonable notice during ordinary business hours.
(c) Vendor shall deliver to OPRA not less than 30 days after the end of
each fiscal year, and at such other time or times as OPRA may request (but not
more frequently than quarterly) a report, as of the last day in the most
recently completed calendar quarter, setting forth the name, residence address
and the billing address of each Nonprofessional Subscriber, any different
address to which Options Information is
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furnished, the number and types of devices through which the Nonprofessional
Subscriber receives Options Information, and the calculation of the
Nonprofessional Subscriber fees due from Vendor to OPRA since the period covered
by the most recent prior report furnished to OPRA hereunder. Vendor shall also
furnish OPRA with such additional information concerning its furnishing of
Options Information to Nonprofessional Subscribers as OPRA may reasonably
request. At the request of Vendor, such information shall be kept confidential
by OPRA.
(d) The report furnished pursuant to subsection (c) above with respect to
the end of Vendor's fiscal year shall be audited, at Vendor's expense, by
Vendor's regular independent public accountant. The auditor's report shall be
furnished to OPRA within 90 days after the end of Vendor's fiscal year.
(e) In the event OPRA, in its sole discretion, determines that a person
has been improperly approved by Vendor as a Nonprofessional Subscriber, upon
written notice of such determination to Vendor, within 20 days of receipt of
such notice, Vendor shall pay to OPRA the difference between (i) the amount that
would have been billed to that person at the rates applicable to Professional
Subscribers since the date of his approval as a Nonprofessional Subscriber and
(ii) the Nonprofessional Subscriber fees actually paid by Vendor with respect to
that person; provided, however, that if Vendor demonstrates to OPRA's reasonable
satisfaction that the improper approval of the Subscriber in question was the
result of a good
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faith error of Vendor, the maximum amount that Vendor shall be required to pay
to OPRA under this subsection with respect to any single Subscriber shall be the
applicable Professional Subscriber fees for a period of twelve months.
7. Transactions Effected on Other Exchanges.
To the extent that rules and regulations of the SEC require the reporting
of transactions or quotations involving option contracts having the same terms
as Eligible Securities effected in markets other than the Participants', and to
the extent that information pertaining to such transactions is furnished to
Vendor by OPRA, Vendor agrees that it will include such information as a part of
its service provided to Last Sale Subscribers or Quotation Subscribers, unless
the SEC shall have granted Vendor an exemption from this requirement.
8. Defense of Suits - Indemnification.
(a) If Vendor shall refuse to furnish Last Sale Reports or Quotation
Information to any person who is not a Last Sale Subscriber or Quotation
Subscriber or shall refuse to continue furnishing Last Sale Reports or Quotation
Information to any person who has been terminated as a Last Sale Subscriber or
Quotation Subscriber, solely by reason of having received written notice from
OPRA that the approval of such person as a Subscriber has been denied or
revoked, the Participants shall indemnify, hold harmless and defend Vendor from
and against any and all suits or proceedings at law or in equity based on such
refusal and any and all liability, loss or damages, including reasonable
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attorneys' fees, which Vendor shall incur as a result of such suit or
proceeding, provided, however, that Vendor shall promptly notify OPRA in writing
of any such suit or proceeding and the Participants shall have the sole control
of the defense of any such suit or proceeding and all negotiations for the
settlement or compromise thereof, but only insofar as such settlement or
compromise does not impose any liability on Vendor. The obligation of a
Participant to indemnify Vendor pursuant to this or the following paragraph
shall survive the termination of this Agreement as to such Participant, but only
to the extent of any liability arising out of action by OPRA terminating,
revoking or denying the approval of any person as a Last Sale Subscriber or
Quotation Subscriber occurring prior to the effective date of termination of
this Agreement as to such Participant.
(b) In the event any suit or legal proceeding is brought to enjoin Vendor
from refusing to furnish Last Sale Reports or Quotation Information to any
person because the approval of such person as a Last Sale Subscriber or
Quotation Subscriber has been denied or revoked by OPRA, Vendor shall at once
inform OPRA of such suit or proceeding. Upon the receipt of any such notice by
OPRA, the Participants shall have the right to intervene in such suit in the
name of Vendor, and/or through counsel of their choice to assume the defense of
the action on behalf of Vendor, and the Participants shall indemnify and hold
Vendor harmless from and against any and all loss, liability and expense out of
or resulting from such suit.
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(c) In case any one or more of the Participants institutes any suit or
proceeding to enjoin any person not entitled to receive Options Information from
obtaining or using the same, Vendor will, in all reasonable respects, cooperate
with and assist such Participants in such suit or proceeding, provided Vendor is
reimbursed for its actual expenses in connection therewith.
9. Protection of Options Information.
Vendor agrees to use its best efforts to prevent unauthorized persons
from obtaining Options Information through its equipment or facilities. In the
event OPRA or Vendor has reason to believe any Options Information is so being
obtained by unauthorized persons, Vendor agrees to use its best efforts to
ascertain the source from which, and the manner in which, the same is being
obtained and to promptly inform OPRA fully with respect thereto. Upon reasonable
notice to Vendor, an authorized representative of OPRA shall be permitted to
inspect Vendor's equipment and facilities used in connection with the
dissemination or retransmission of Options Information; provided, however, that
this right of inspection shall extend only so far as may be necessary to insure
compliance by Vendor with the provisions of this Agreement and shall not require
Vendor to divulge any confidential or proprietary information concerning its
equipment or facilities.
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10. No Warranty as to Options Information.
OPRA, the Processor or any Participant does not guarantee the timeliness,
sequence, accuracy or completeness of any Options Information, and OPRA, the
Processor or any Participant shall not be liable in any way to Vendor or to any
Subscriber or to any other person whatsoever for any claims or damages,
consequential or otherwise, which may arise out of any obligation of OPRA, the
Processor or such Participant under this Agreement, or for any delays,
inaccuracies, errors in, or omissions of, any Options Information, or in the
transmission or delivery thereof or for any damage arising therefrom or
occasioned thereby.
11. Proprietary Rights of Participants.
Last Sale Reports and Quotation Information are the property of the
Participant on whose floor the respective transactions took place or the
quotations were entered, and no Participant shall be deemed to have waived any
of its proprietary interests therein as a result of furnishing the same to
Vendor.
12. Disclosure by Vendor.
Vendor agrees to maintain at all times on a current basis, a list of all
persons to whom Vendor is furnishing Last Sale Reports and/or Quotation
Information, and to provide a full, complete and current copy of such list (or
changes from the previous version of the list) to OPRA not less frequently than
monthly. For each person included in the list who receives Options Information
on terminals or other devices furnished by or
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under the control of Vendor, Vendor shall report the number of devices on which
such person currently receives Options Information.
At such reasonable times as OPRA shall request, Vendor agrees to provide
OPRA with a description in reasonable detail of the services furnished by Vendor
pertaining to Options Information, including a description of the various
components of such services, the form and nature of the information made
available through such services, identification of the persons to whom Vendor
provides such services, a description of the equipment used in providing such
services and the manner in which Vendor's equipment serves to furnish such
services (but without disclosing any of Vendor's trade secrets or adversely
affecting its proprietary interests in its equipment) and the nature of any
sales literature used by Vendor in marketing its equipment or services. At the
request of Vendor, such information shall be kept confidential by OPRA.
13. Alteration or Cessation of Transmission of Last Sale Reports or Quotation
Information.
Nothing herein shall be deemed to prevent, or restrict in any manner
whatsoever, the exercise by the Participants of their rights, without any notice
and without any liability to Vendor or to any other person, to furnish, or to
contract with any other person to furnish, Last Sale Reports or Quotation
Information by any means whatever, or to attach devices or equipment of any
design or manufacture to circuits carrying Last Sale Reports or Quotation
Information, including devices or
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equipment designed or manufactured by any Participant or any other person,
whether or not competitive with the service or equipment furnished by Vendor, on
such terms and conditions as OPRA may determine. OPRA may, upon compliance with
any applicable requirements of the Securities Exchange Act of 1934 (including
any affirmative action by the SEC, if required), (a) make such changes in the
speed of transmission or other characteristics of the electrical signals
representing the Last Sale Reports or Quotation Information as OPRA may from
time to time determine (whether or not such changes would require changes to be
made by Vendor in its service or equipment), (b) discontinue furnishing Last
Sale Reports or Quotation Information to Vendor, or (c) discontinue circuits
carrying Last Sale Reports or Quotation Information provided, however, that OPRA
agrees to give Vendor as much prior notice as is practicable under the
circumstances (but in any event not less than sixty days unless Vendor agrees to
a shorter period of notice) of any such action. The schedule of fees and charges
pertaining to Options Information may be changed by OPRA on not less than 30
days notice.
14. No Endorsement by OPRA.
Vendor shall not represent, and shall not cause or permit any other
person to represent, either directly or indirectly, that all or any part of its
service is sponsored, endorsed or approved by any Participant or by OPRA.
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15. Patent Indemnity.
Vendor hereby agrees to indemnify, hold harmless and defend each
Participant and each Affiliate of a Participant from and against any and all
suits, proceedings at law or in equity, and any and all liability, loss or
damages, including reasonable attorneys' fees, arising out of, or in connection
with any claim by any person that the use of Vendor's equipment infringes any
United States patent or violates any property right; provided, however, that
Vendor shall be notified promptly in writing of any such suit; and Vendor shall
have the sole control of the defense of any such suit or proceeding and all
negotiations for the settlement or compromise thereof, but only insofar as such
settlement or compromise does not impose any liability on any Participant or any
affiliate thereof.
16. Effectiveness of Agreement - Termination.
This Agreement shall become effective as of the date set forth on the
first page hereof, and shall thereupon supersede and cancel any and all previous
agreements between the Vendor and any of the Participants providing for the
furnishing by such Participant of Last Sale Reports or Quotation Information to
the Vendor, or for the attachment of display devices to the circuits carrying
such information. Following its effectiveness, this Agreement shall continue in
effect until terminated as herein provided.
Upon compliance with any applicable requirements of the Securities
Exchange Act of 1934 (including any affirmative action
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by the SEC, if required), either the Vendor or OPRA may terminate this Agreement
on not less than thirty days prior written notice to the other; the provisions
of Section 15 hereof shall survive the termination of this Agreement.
In the event a Participant, upon compliance with any applicable
requirements of the Securities Exchange Act of 1934 (including any affirmative
action by the SEC, if required), shall withdraw from the Plan, this Agreement
shall be deemed to have terminated with respect to such Participant effective as
of the date of such withdrawal.
Notwithstanding the withdrawal by any one or more of the Participants
from the Plan, this Agreement shall remain in effect as between the remaining
Participants in the Plan and the Vendor, unless and until terminated as herein
provided, and on or following any such withdrawal the term "Participant" and
"Participants" as used herein shall refer only to the remaining Participants in
the Plan.
17. Arbitration.
Any dispute or controversy between the parties hereto relating to the
breach or alleged breach of this Agreement shall be promptly submitted to
Arbitration in New York, New York in accordance with the rules of the American
Arbitration Association then obtaining and judgment upon any award rendered may
be entered in any court having jurisdiction. Solely for the purposes hereof,
each of the parties hereto hereby submits to the jurisdiction of the courts of
the State of New York.
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18. Assignment of Agreement.
The Vendor shall not assign this Agreement in whole or in part without
the prior written consent of the OPRA, except to a successor corporation upon
merger or consolidation of the Vendor, or to a corporation acquiring all or
substantially all of the property, assets and business of the Vendor. Subject to
the foregoing restriction, this Agreement shall bind and inure to the benefit of
the assignees and successors of the parties hereto.
19. Most Favored Provision.
If Participants shall enter into any agreement with any other person
providing for such other person acting as a vendor to have access to Last Sale
Reports or Quotation Information and such agreement contains terms and/or
conditions more favorable to such other person than the terms and conditions of
this Agreement applicable to Vendor, OPRA shall promptly notify Vendor thereof
and, at Vendor's request, shall amend this Agreement to include substantially
the same terms and conditions as are included in such other agreement.
20. New Participants.
Each new Participant, as a condition to its becoming a party to the Plan,
shall be required to subscribe in writing to the terms and conditions of this
Agreement and to authorize OPRA to take action on its behalf in respect to this
Agreement.
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21. Notices.
All notices, bills, consents or requests required or authorized to be
given hereunder shall be deemed sufficiently given if in writing and sent by
registered mail to OPRA at
Options Price Reporting Authority
000 Xxxxx XxXxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
and in the case of Vendor -
Attention:
22. Integration; Modification.
(a) This Agreement constitutes the entire agreement between the parties
relating to the furnishing of Last Sale Reports or Quotation Information to
Vendor and the use thereof as permitted hereunder.
(b) No modification of this Agreement shall be valid unless set forth in
writing and executed by the parties hereto.
23. Governing Law.
This Agreement shall be construed in accordance with and governed by the
laws of the State of Illinois. The respective rights and obligations of the
parties to this Agreement shall be subject to any applicable provisions of the
Securities Exchange Act of 1934 (as amended) and any rules and regulations
promulgated thereunder.
24. Headings.
Section headings used in this Agreement are for convenience in reference
only and shall not affect the meaning or construction hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers or duly authorized agents on the day and
year first above written.
Aether Technologies International, L.C.C. OPTIONS PRICE REPORTING AUTHORITY --
-----------------------------------------
[Name of Vendor]
AMERICAN STOCK EXCHANGE, INC.
By /s/ Xxxxx X. Xxxx CHICAGO BOARD OPTIONS EXCHANGE,
----------------------- INCORPORATED
(Title)
President/CEO
NEW YORK STOCK EXCHANGE, INC.
PACIFIC STOCK EXCHANGE INCORPORATED
PHILADELPHIA STOCK EXCHANGE, INC.
By /s/ Xxxxxx [illegible]
----------------------------------
Executive Director
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