(a) The Rules of the Exchange are adopted pursuant to the By-Laws of the Exchange. The Rules of the Exchange shall become effective as provided in the By-Laws. The Rules of the Exchange shall be interpreted in such manner as will aid in effectuating the purposes and business of the Exchange, and so as to require that all practices in connection with the investment banking and securities business shall be just, reasonable and not unfairly discriminatory. Unless the context otherwise requires, the terms used in these Rules, if defined in the By-Laws of the Exchange, shall have the meaning as defined in the By-Laws of the Exchange.

(b) Unless the context otherwise requires:

(1) The terms "Act" or "Exchange Act" mean the Securities Exchange Act of 1934, as amended.

(2) The term "Board" means the Board of Directors of Nasdaq BX, Inc.

(3) The term "BX" means Nasdaq BX, Inc.

(4) The term "BX Regulation" means the department of BX that supervises and administers the regulatory functions of BX, including the administration of any regulatory services agreements with another self-regulatory organization to which BX is a party and including MarketWatch and Surveillance.

(5) The term "BX Rules" means the Rules of Nasdaq BX, Inc.

(6) The term "By-Laws" means the By-Laws of the Exchange.

(7) The term "Code of Procedure" means the procedural rules contained in the Rule 9000 Series.

(8) The terms "Commission" or "SEC" mean the Securities and Exchange Commission (SEC), established pursuant to the Act.

(9) The term "Exchange" means Nasdaq BX, Inc.

(10) The term "Exchange Review Council" means the committee authorized and directed to act for the Board of Directors of the Exchange in a manner consistent with the Equity Rules with respect to (1) an appeal or review of a disciplinary proceeding; (2) a statutory disqualification decision; (3) a review of a membership proceeding; (4) a review of an offer of settlement, a letter of acceptance, waiver, and consent, and a minor rule violation plan letter; (5) the exercise of exemptive authority; (6) an appeal of proceedings involving Exchange Equity 2, Sections 4, 10, and 11, Equity 11, Rule 11890 and Options 3, Section 20; and (7) such other proceedings or actions authorized by the Equity Rules.

(11) The terms "FINRA" or "NASD", mean, collectively, the Financial Industry Regulatory Authority, Inc. and its subsidiaries.

(12) The term "FINRA Regulatory Contract" means the regulatory services agreement between the Exchange and FINRA, pursuant to which FINRA has agreed to perform certain regulatory functions on behalf of the Exchange.

(13) The terms "he," "him" or "his" shall be deemed to refer to persons of female as well as male gender, and to include organizations, as well as individuals, when the context so requires.

(14) The term "MarketWatch" means a unit within BX Regulation that is responsible for the real-time surveillance and regulation of the trading of options on BX Options. Personnel from MarketWatch, shall monitor and surveil options trading on BX Options in order to ensure the maintenance of a fair and orderly market.

(15) The terms "member" or "Exchange Member" mean any registered broker or dealer that has been admitted to membership in the Exchange.

(16) The term "Nasdaq" means The Nasdaq Stock Market LLC.

(17) The term "person" shall include any natural person, partnership, corporation, association, or other legal entity.

(18) The term "primary market" means, in the case of securities listed on Nasdaq, the market that is identified as the listing market pursuant to Section X(d) of the approved national market system plan governing the trading of Nasdaq-listed securities, and, in the case of securities listed on another national securities exchange, the market that is identified as the listing market pursuant to Section XI of the Consolidated Tape Association Plan (which does not include securities listed on the BX Venture Market).

(19) The term "Regulation Department" means the Department of the Exchange that supervises and administers the regulatory functions of the Exchange, including the administration of any regulatory services agreements with other self-regulatory organizations to which the Exchange is a party.

(20) The term "Rules" or "Rules of the Exchange" mean the General Rules, Equity Rules and Options Rules, Equity Rules hereafter amended or supplemented, and also includes the Grandfathered Rules.

(21) The term "SRO" means a self-regulatory organization as defined in Section 3(a)(26) of the Exchange Act.

Adopted October 23, 2019 (SR-BX-2019-039); amended April 27, 2021 (SR-BX-2021-012).