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Effective January 1, 2010, OPRA is structured as a limited liability company ("LLC") organized under the Delaware Limited Liability Company Act, and the Plan serves as the limited liability company agreement under that Act. As it did prior to OPRA's being structured as an LLC, the Plan continues to provide that the system for reporting options information as described in the Plan is administered by the Participant Exchanges, except that instead of naming representatives to a governance/policy committee designated as OPRA, the Plan now provides for each Exchange to appoint one voting member to the Management Committee of OPRA LLC, and that Committee will be responsible for the governance of OPRA. In all respects relevant to OPRA's Vendors and Subscribers, the functions of OPRA and the terms on which persons are able to obtain access to options information provided by OPRA will be unchanged as a result of its being structured as an LLC.

OPRA is the securities information processor for market information generated by trading of securities options in the United States. Last sale reports and quotations are the core of the information that OPRA disseminates. However, OPRA also disseminates certain other types of information with respect to the number of options contracts traded, open interest, end of day summaries, and certain kinds of administrative messages.

OPRA classifies recipients of options information as either "Vendors" or as "Subscribers." A Vendor is an entity that has the contractual right to retransmit options information "externally," i.e., to persons outside its own organization. Each vendor must enter into a "Vendor Agreement" directly with OPRA. The Vendor Agreement describes the rights of the Vendor to receive information and redistribute it to its customers (e.g., broker-dealers, institutional investors, and individual investors). Vendors pay OPRA access and usage fees.

A "Subscriber" is an entity or a person that has the right to use options information only "internally," i.e., within the Subscriber's organization (if the Subscriber is an entity) or himself or herself (if the Subscriber is a human being). A broker-dealer that both uses information internally and distributes it to others (e.g., its brokerage customers) is both a Vendor and a Subscriber.

OPRA classifies Subscribers as either "Professional Subscribers" or as "Nonprofessional Subscribers." A Nonprofessional Subscriber is essentially an individual person who will use the options information only in connection with individual investment activities and not in connection with any trade or business activities and not for the benefit of any other person or any entity, and who is not employed in the securities industry or the commodity futures industry or 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. If a person qualifies as a Nonprofessional Subscriber, the person contracts with a Vendor to receive options information, and the Vendor pays OPRA's fee for the Nonprofessional Subscribers receipt of options information.

OPRA classifies all Subscribers other than Nonprofessional Subscribers as Professional Subscribers. A Professional Subscriber may contract directly with OPRA to receive options information and pay fees directly to OPRA. If a Professional Subscriber contracts directly with OPRA, the fees that it pays are either "device-based", i.e., based on the number of devices that the Professional Subscriber has that are capable of receiving options information, or based on the number of "registered representatives" that the Professional Subscriber has. (OPRA refers to fees based on the number of registered representatives as "enterprise-rate" Professional Subscriber fees.)

As an alternative to contracting directly with OPRA, a Professional Subscriber may contract with a Vendor to receive options information. In this case, the Vendor pays "usage-based" fees (sometimes called "per-query" fees) to OPRA for the use of options information by the Professional Subscriber, and the Vendor charges the Professional Subscriber for its use of options information in accordance with the fee schedule established by the Vendor.