(a) Removal of Days for Purposes of Pricing Tiers:

(1) (A) Any day that the Exchange announces in advance that it will not be open for trading will be excluded from the options tier calculations set forth in its Pricing Schedule; and (B) any day with a scheduled early market close ("Scheduled Early Close") may be excluded from the options tier calculations only pursuant to paragraph (3) below.

(2) The Exchange may exclude the following days ("Unanticipated Events") from the options tier calculations only pursuant to paragraph (3) below, specifically any day that: (A) the market is not open for the entire trading day, (B) the Exchange instructs members in writing to route their orders to other markets, (C) the Exchange is inaccessible to members during the 30-minute period before the opening of trade due to an Exchange system disruption, or (D) the Exchange's system experiences a disruption that lasts for more than 60 minutes during regular trading hours.

(3) If a day is to be excluded as a result of paragraph (1)(B) or (2) above, the Exchange will exclude the day from any member's monthly options tier calculations as follows:

(A) the Exchange may exclude from the ADV calculation any Scheduled Early Close or Unanticipated Event; and

(B) the Exchange may exclude from any other applicable options tier calculation provided for in its Pricing Schedule (together with (3)(A), "Tier Calculations") any Scheduled Early Close or Unanticipated Event.

provided, in each case, that the Exchange will only remove the day for members that would have a lower Tier Calculation with the day included.

(b) Fee Disputes. All fee disputes concerning fees which are billed by the Exchange must be submitted to the Exchange in writing and must be accompanied by supporting documentation. All fee disputes must be submitted no later than sixty (60) calendar days after receipt of a billing invoice.

(c) Definitions. For purposes of assessing fees, the following references should serve as guidance. Fees and rebates are listed per contract per leg unless otherwise noted. 

An “Affiliated Entity” is a relationship between an Appointed Market Maker and an Appointed OFP for purposes of qualifying for certain pricing specified in the Pricing Schedule. Market Makers and OFPs are required to send an email to the Exchange to appoint their counterpart, at least 3 business days prior to the last day of the month to qualify for the next month. The Exchange will acknowledge receipt of the emails and specify the date the Affiliated Entity is eligible for applicable pricing, as specified in the Pricing Schedule. Each Affiliated Entity relationship will commence on the 1st of a month and may not be terminated prior to the end of any month. An Affiliated Entity relationship will automatically renew each month until or unless either party terminates earlier in writing by sending an email to the Exchange at least 3 business days prior to the last day of the month to terminate for the next month. Affiliated Members may not qualify as a counterparty comprising an Affiliated Entity. Each Member may qualify for only one (1) Affiliated Entity relationship at any given time.

An “Affiliated Member” is a Member that shares at least 75% common ownership with a particular Member as reflected on the Member's Form BD, Schedule A.

An “Appointed Market Maker” is a Market Maker who has been appointed by an OFP for purposes of qualifying as an Affiliated Entity.

An “Appointed OFP” is an OFP who has been appointed by a Market Maker for purposes of qualifying as an Affiliated Entity.

A "Broker-Dealer" order is an order submitted by a member for a broker-dealer account that is not its own proprietary account.

A "Crossing Order" is an order executed in the Exchange's Facilitation Mechanism, Solicited Order Mechanism, Price Improvement Mechanism or submitted as a Qualified Contingent Cross order. For purposes of this Pricing Schedule, orders executed in the Block Order Mechanism are also considered Crossing Orders.

An "Exposed Order" is an order that is broadcast via an order exposure alert as described within Options 5, Section 4 (Order Routing). Unless otherwise noted in Options 7, Section 3 pricing, Exposed Orders will be assessed the applicable “Taker” Fee and any order or quote that executes against an Exposed Order during a Route Timer will be paid/assessed the applicable “Maker” Rebate/Fee.

A "Firm Proprietary" order is an order submitted by a member for its own proprietary account.

A "Non-Nasdaq GEMX Market Maker" is a market maker as defined in Section 3(a)(38) of the Securities Exchange Act of 1934, as amended, registered in the same options class on another options exchange.

"Non-Penny Symbols" are options overlying all symbols excluding Penny Symbol.

"Non-Priority Customers" include Market Makers, Non-Nasdaq GEMX Market Makers (FarMMs), Firm Proprietary / Broker-Dealers, and Professional Customers.

An “Order Flow Provider” (“OFP”) is any Member, other than a Market Maker, that submits orders, as agent or principal, to the Exchange.

"Penny Symbols" are options overlying all symbols listed on Nasdaq GEMX that are in the Penny Interval Program.

A "Priority Customer" is a person or entity that is not a broker/dealer in securities, and does not place more than 390 orders in listed options per day on average during a calendar month for its own beneficial account(s), as defined in Nasdaq GEMX Options 1, Section 1(a)(36). Unless otherwise noted, when used in this Pricing Schedule the term "Priority Customer" includes "Retail" as defined below.

A "Professional Customer" is a person or entity that is not a broker/dealer and is not a Priority Customer.

A "Regular Order" is an order that consists of only a single option series and is not submitted with a stock leg.

"Responses to Crossing Order" is any contra-side interest (i.e., orders & quotes) submitted after the commencement of an auction in the Exchange's Facilitation Mechanism, Solicited Order Mechanism, Block Order Mechanism or Price Improvement Mechanism.

A "Retail" order is a Priority Customer order that originates from a natural person, provided that no change is made to the terms of the order with respect to price or side of market and the order does not originate from a trading algorithm or any other computerized methodology.

(d) Unrelated Market or Marketable Interest Pricing

The below applies to orders in Penny Symbols and Non-Penny Symbols (excluding Index Options)^* executed in the Exchange's Facilitation Mechanism (“FAC Order”), Solicited Order Mechanism (“SOL Order”), and Price Improvement Mechanism (“PIM Order”).

(1) The FAC Order or SOL Order executes against unrelated market or marketable interest received during an auction:

(A) The FAC Order or SOL Order will be assessed the applicable Fees for Crossing Orders (excluding PIM Orders) in Section 3 below.

(B) The unrelated market or marketable interest received during an auction will be assessed the applicable Fees for Responses to Crossing Orders (excluding PIM Orders) in Section 3 below.

(2) The PIM Order executes against unrelated market or marketable interest received during an auction:

(A) The PIM Order will be assessed the applicable Fees for PIM Orders in Section 3, note 11 below.

(B) The unrelated market or marketable interest received during an auction will be assessed the applicable Fees for Responses to PIM Orders in Section 3, note 12 below.

(3) The FAC Order, SOL Order, or PIM Order executes against unrelated market or marketable interest received prior to the commencement of an auction:

(A) The FAC Order, SOL Order, or PIM Order would be subject to the applicable taker pricing in Section 3 below.

(B) The unrelated market or marketable interest received prior to the commencement of an auction will be assessed the applicable maker pricing in Section 3 below.

^* All transactions in Index Options are subject to separate pricing in Section 3 below.

Adopted September 12, 2018 (SR-GEMX-2018-29); amended December 21, 2018 (SR-GEMX-2018-45); amended June 27, 2019 (SR-GEMX-2019-08); amended Dec. 9, 2019 (SR-GEMX-2019-18); amended July 1, 2020 (SR-GEMX-2020-17); amended July 14, 2020 (SR-GEMX-2020-18); amended Oct. 3, 2022 (SR-GEMX-2022-09); amended Jan. 23, 2023 (SR-GEMX-2023-02), operative Feb. 22, 2023; amended Apr. 10, 2023 (SR-GEMX-2023-05); amended Feb. 28, 2023 (SR-GEMX-2023-04), operative Mar. 30, 2023; amended Oct. 23, 2023 (SR-GEMX-2023-13); amended Jan. 23, 2023 (SR-GEMX-2023-02), operative Nov. 13, 2023; amended Nov. 30, 2023 (SR-GEMX-2023-18), operative Dec. 1, 2023; amended Dec. 8, 2023 (SR-GEMX-2023-20), operative Dec. 1, 2023.

(a) Each Member, and all applicants for registration as such shall be required to provide a clearing account number for an account at the National Securities Clearing Corporation ("NSCC") for purposes of permitting the Exchange to debit any undisputed or final fees, fines, charges and/or other monetary sanctions or other monies due and owing to the Exchange or other charges related to General 2, Section 2; provided, however, that the fees set forth in Section 7 (Market Data) of the Exchange's Pricing Schedule shall be excluded from this Rule. If a Member disputes an invoice, the Exchange will not include the disputed amount in the debit if the Member has disputed the amount in writing to the Exchange's designated staff by the 15th of the month, or the following business day if the 15th is not a business day, and the amount in dispute is at least $10,000 or greater.

[Adopted September 12, 2018 (SR-GEMX-2018-29); amended June 27, 2019 (SR-GEMX-2019-08).]

1. Fees apply to the originating and contra order.

2. This fee applies to Nasdaq GEMX Market Maker orders sent to the Exchange by Electronic Access Members.

3. All market participants are eligible for lower Taker Fees based on achieving volume thresholds in Table 1 below. Members who do not achieve a higher Tier under Table 1 will be charged Tier 1 Taker Fees.

4. Non-Priority Customer orders will be charged the Taker Fee for trades executed during the Opening Process. Priority Customer orders executed during the Opening Process will receive the applicable Maker Rebate based on the tier achieved.

5. Market Maker and Priority Customer orders are eligible for higher Maker Rebates based on achieving volume thresholds in Table 1 below. Members who do not achieve a higher Tier under Table 1 will receive Tier 1 Maker Rebates.

6. The index options fees apply only to NDX. These fees are assessed to all executions in NDX.

7. An additional rebate of $0.05 per contract will be paid for Non-Nasdaq GEMX Market Maker (FarMM), Firm Proprietary/Broker-Dealer and Professional Customer orders that qualify as MARS Eligible Contracts, pursuant to Options 7, Section 4B, and were routed through a qualifying GEMX Member's routing system. This rebate will be paid in addition to the Tier 1 Maker Rebate.

8. Firm Proprietary contracts traded are subject to the Crossing Fee Cap, as provided in Options 7, Section 4C.

9. For transactions in NDX, a license surcharge of $0.25 will be assessed to Non-Priority Customers. The license surcharge applies to all NDX executions, including executions of NDX orders that are routed to one or more exchanges in connection with the Options Order Protection and Locked/Crossed Market Plan.

10. This fee is not subject to tier discounts.

11. This fee is $0.05 per contract for Priority Customer orders on the contra-side of a PIM auction and all Non-Priority Customer orders executed in the PIM. There is no fee for Priority Customer orders on the agency side of a PIM auction.

12. This fee is $0.05 per contract for all Responses to Crossing Orders executed in the PIM.

13. Members who execute Priority Customer Maker volume of 0.04% or more of Customer Total Consolidated Volume in a given month and qualify for MARS will be eligible for a Priority Customer Maker Rebate of ($0.43) per contract in Penny Symbols and a Priority Customer Maker Rebate of ($0.90) per contract in Non-Penny Symbols.  Members who execute Priority Customer Maker volume of 0.07% or more of Customer Total Consolidated Volume in a given month and qualify for MARS will be eligible for a Priority Customer Maker Rebate of ($0.48) per contract in Penny Symbols and a Priority Customer Maker Rebate of ($1.00) per contract in Non-Penny Symbols.  Priority Customer orders that qualify for this note 13 incentive and qualify for the tiered Priority Customer Maker Rebates above will receive the greater of the note 13 incentive or the applicable tiered Priority Customer Maker Rebate, but not both.

14. Reserved.

15. Reserved.

16. Non-Priority Customer orders will be charged a Taker Fee of $1.10 per contract for trades executed against a Priority Customer. Priority Customer orders will be charged a Taker Fee of $0.85 per contract for trades executed against a Priority Customer.

Qualifying Tier Thresholds

• For purposes of measuring Total Affiliated Member or Affiliated Entity % of Customer Total Consolidated Volume, Customer Total Consolidated Volume means the total volume cleared at The Options Clearing Corporation in the Customer range in equity and ETF options in that month.

• The highest tier threshold attained above applies retroactively in a given month to all eligible traded contracts and applies to all eligible market participants.

• All eligible volume from Affiliated Members or an Affiliated Entity will be aggregated in determining applicable tiers for each of the Qualifying Tier Thresholds above in Table 1.

• The Total Affiliated Member or Affiliated Entity % of Customer Total Consolidated Volume category includes all volume in all symbols and order types, including both maker and taker volume and volume executed in the PIM, Facilitation, Solicitation, and QCC mechanisms.

• The Priority Customer Maker % of Customer Total Consolidated Volume category includes all Priority Customer volume that adds liquidity in all symbols.

Adopted September 12, 2018 (SR-GEMX-2018-29); amended December 21, 2018 (SR-GEMX-2018-45); amended February 3, 2020 (SR-GEMX-2020-01); amended February 11, 2020 (SR-GEMX-2020-03); amended February 12, 2020 (SR-GEMX-2020-04); amended April 30, 2020 (SR-GEMX-2020-11), operative May 1, 2020; amended May 11, 2020 (SR-GEMX-2020-12); amended June 1, 2020 (SR-GEMX-2020-14); amended July 1, 2020 (SR-GEMX-2020-17); amended July 14, 2020 (SR-GEMX-2020-18); amended Jan. 3, 2022 (SR-GEMX-2022-01); amended May. 2, 2022 (SR-GEMX-2022-06); amended Oct. 3, 2022 (SR-GEMX-2022-09); amended Feb. 1, 2023 (SR-GEMX-2023-03); amended May 1, 2023 (SR-GEMX-2023-06); amended May 9, 2023 (SR-GEMX-2023-07); amended Nov. 30, 2023 (SR-GEMX-2023-18), operative Dec. 1, 2023; amended Dec. 8, 2023 (SR-GEMX-2023-20), operative Dec. 1, 2023.

A. Route-Out Fees^1.

^1. Fee applies to executions of orders that are routed to one or more exchanges in connection with the Options Order Protection and Locked/Crossed Market Plan.

B. Market Access and Routing Subsidy ("MARS") MARS System Eligibility

To qualify for MARS, a GEMX Member's routing system (hereinafter "System") would be required to: (1) enable the electronic routing of orders to all of the U.S. options exchanges, including GEMX; (2) provide current consolidated market data from the U.S. options exchanges; and (3) be capable of interfacing with GEMX's API to access current GEMX match engine functionality. Further, the Member's System would also need to cause GEMX to be the one of the top four default destination exchanges for (a) individually executed marketable orders if GEMX is at the national best bid or offer ("NBBO"), regardless of size or time or (b) orders that establish a new NBBO on GEMX's Order Book, but allow any user to manually override GEMX as a default destination on an order-by-order basis. Any GEMX Member would be permitted to avail itself of this arrangement, provided that its order routing functionality incorporates the features described above and satisfies GEMX that it appears to be robust and reliable. The Member remains solely responsible for implementing and operating its System.

MARS Eligible Contracts

MARS Payment would be made to GEMX Members that have System Eligibility and have routed the requisite number of Eligible Contracts daily in a month, which were executed on GEMX. For the purpose of qualifying for the MARS Payment, Eligible Contracts include the following: Non-Nasdaq GEMX Market Maker (FARMM), Firm Proprietary/Broker-Dealer and Professional Customer Orders that are executed. Eligible Contracts do not include qualified contingent cross or "QCC" Orders or Price Improvement Mechanism or "PIM" Orders. Options overlying NDX are not considered Eligible Contracts.

MARS Payment

GEMX Members that have System Eligibility and have executed the requisite number of Eligible Contracts in a month will be paid the following per contract rebates:

The specified MARS Payment will be paid on all executed Eligible Contracts that add liquidity, which are routed to GEMX through a participating GEMX Member's System and meet the requisite Eligible Contracts ADV. No payment will be made with respect to orders that are routed to GEMX, but not executed.

A GEMX Member will not be entitled to receive any other revenue for the use of its System specifically with respect to orders routed to GEMX.

C. Crossing Fee Cap

Fees are capped at $85,000 per month, per Member on all Firm Proprietary transactions that are part of the originating or contra side of a Crossing Order.  Crossing Orders are contracts that are submitted as part of a Facilitation, Solicitation, PIM, Block or QCC order.  All eligible volume from Affiliated Members will be aggregated for purposes of the Crossing Fee Cap. Fees charged by the Exchange for Responses to Crossing Orders are not included in the calculation of the monthly fee cap.  Surcharge fees charged by the Exchange for licensed products and the fees for index options as set forth in Options 7, Section 3 are not included in the calculation of the monthly fee cap.  A service fee of $0.00 per side will apply to all order types that are eligible for the fee cap.  The service fee shall apply once a Member reaches the fee cap level and shall apply to every contract side above the fee cap.  A Member who does not reach the monthly fee cap will not be charged the service fee.  Once the fee cap is reached, the service fee shall apply to eligible Firm Proprietary orders in all Nasdaq GEMX products.  The service fee is not calculated in reaching the cap.  For purposes of the Crossing Fee Cap, the Exchange will attribute eligible volume to the GEMX Member on whose behalf the Crossing Order was executed.

Adopted September 12, 2018 (SR-GEMX-2018-29); amended June 1, 2020 (SR-GEMX-2020-14); amended July 1, 2020 (SR-GEMX-2020-17); amended July 14, 2020 (SR-GEMX-2020-18); amended Oct. 3, 2022 (SR-GEMX-2022-09); amended Nov. 1, 2023 (SR-GEMX-2023-14).

As of August 1, 2023, the ORF shall be $0.0012 per contract side.

The Options Regulatory Fee ("ORF") is assessed by GEMX to each GEMX Member for options transactions cleared by The Options Clearing Corporation ("OCC") in the customer range where: (1) the execution occurs on GEMX or (2) the execution occurs on another exchange and is cleared by a GEMX Member. The ORF is collected by OCC on behalf of GEMX from (1) GEMX clearing members for all customer transactions they clear or (2) non-members for all customer transactions they clear that were executed on GEMX. GEMX uses reports from OCC when assessing and collecting ORF. The Exchange will notify Members via an Options Trader Alert of any change in the amount of the fee at least 30 calendar days prior to the effective date of the change.

B. FINRA Web CRD Fees

Changes have been approved that are not yet operative. To view the implementation schedule, see the attached document.

These fees are collected and retained by FINRA via the Web CRD registration system for the registration of associated persons of member organizations of the Exchange that are not FINRA members. FINRA, on behalf of the Exchange, will bill and collect these fees.

General Registration Fees:

$125-For each initial Form U4 filed for the registration of a representative or principal.

$155-For the additional processing of each initial or amended Form U4, Form U5 or Form BD that includes the initial reporting, amendment or certification of one or more disclosure events or proceedings.

$70-FINRA Annual System Processing Fee Assessed only during Renewals.

Fingerprint Processing Fees:

$31.25-Initial Submission (Electronic)

$41.25-Initial Submission (Paper)

$20.000-Second Submission (Electronic)

$30.00-Second Submission (Paper)

$31.25-Third Submission (Electronic)

$41.25-Third Submission (Paper)

$30.00-FINRA Processing Fee for Fingerprint Results Submitted by Self-Regulatory Organizations other than FINRA.

Continuing Education Fee:

The Continuing Education Fee will be assessed as to each individual who is required to complete the Regulatory Element of the Continuing Education Requirements pursuant to Exchange General 4, Section 1240. This fee is paid directly to FINRA.

$55 Continuing Education Regulatory Element Session Fee for each individual who is required to complete the Regulatory Element of the Continuing Education Requirements pursuant to Exchange General 4, Section 1240. This fee will be amended on January 1, 2023 as noted below.

Maintaining Qualifications Program (“MQP”) Fee: $100 fee for each individual electing to participate in the continuing education program under FINRA Rule 1240(c) for each year that such individual is participating in the program. Individuals who elect to participate in the program within two years from the termination of a registration would also be assessed any accrued annual fee. This fee is paid directly to FINRA.

The below Continuing Education Regulatory Element Session Fee will be assessed by FINRA commencing on January 1, 2023

$18 Continuing Education Regulatory Element Session Fee for all Registrations. This fee will be assessed as to each individual who is required to complete the Regulatory Element of the Continuing Education Requirements pursuant to Exchange General 4, Section 1240. This fee is paid directly to FINRA.

C. Reserved.

D. Application Fees

Primary Market Maker - $3,000 per Firm (one time).

Competitive Market Maker - $2,000 per Firm (one time).

Electronic Access Member - $1,500 per Firm (one time).

Adopted September 12, 2018 (SR-GEMX-2018-29); amended February 1, 2019 (SR-GEMX-2019-01); amended June 27, 2019 (SR-GEMX-2019-08); amended August 9, 2021 (SR-GEMX-2021-08), operative October 1, 2021; amended November 5, 2021 (SR-GEMX-2021-10), operative January 2, 2022; amended Jan. 11, 2022 (SR-GEMX-2022-02), operative January 31, 2022; amended Jan. 20, 2022 (SR-GEMX-2022-03), operative Feb. 1, 2022; amended Nov. 29, 2022 (SR-GEMX-2022-12); amended Dec. 7, 2022 (SR-GEMX-2022-12); amended Dec. 22, 2022 (SR-GEMX-2022-14), operative Feb. 1, 2023; amended Jul. 25, 2023 (SR-GEMX-2023-09), operative Aug. 1, 2023.

A. Access Fees

Electronic Access Member

$200 per month per membership.

Market Maker

Primary Market Maker - $200 per month per membership.

Competitive Market Maker - $100 per month per membership.

B. CMM Trading Right Fees

$850 per month for first trading right.

$500 per month for each additional trading right.

C. Ports and Other Services

GEMX Members will be required to transition from legacy FIX Ports, SQF Ports, SQF Purge Ports, OTTO Ports, CTI Ports and FIX DROP Ports to new FIX Ports, SQF Ports, SQF Purge Ports, OTTO Ports, CTI Ports and FIX DROP Ports in conjunction with a technology infrastructure migration.

GEMX will not assess the below port fees for any new FIX Ports, SQF Ports, SQF Purge Ports, OTTO Ports, CTI Ports and FIX DROP Ports, which are duplicative of legacy FIX Ports, SQF Ports, SQF Purge Ports, OTTO Ports, CTI Ports and FIX DROP Ports, acquired as part of the migration from November 1, 2023 through November 30, 2023 (“Transition Period”).

GEMX will continue to assess the below fees for legacy FIX Ports, SQF Ports, SQF Purge Ports, OTTO Ports, CTI Ports and FIX DROP Ports during the Transition Period. GEMX will sunset legacy FIX Ports, SQF Ports, SQF Purge Ports, OTTO Ports, CTI Ports and FIX DROP Ports on December 29, 2023. Additionally, GEMX will assess the SR-GEMX-2023-05 Page 35 of 35 below port fees for any new legacy FIX Ports, SQF Ports, SQF Purge Ports, OTTO Ports, CTI Ports and FIX DROP Ports acquired during the Transition Period.

Starting in December 1, 2023, the below fees would apply to any substituted ports that a Member continues to subscribe to after the Transition Period.

The below charges are assessed by GEMX for connectivity to GEMX.

A port is a logical connection or session that enables a market participant to send inbound messages and/or receive outbound messages from the Exchange using various communication protocols. Fees are prorated for the first month of service under this section. Upon cancellation, market participants are required to pay for service for the remainder of the month, regardless of whether it is the first month of service.

(i) The following order and quote protocols are available on GEMX.

(ii) The following order and execution information is available to Members.

(iii) The following data ports fees apply in connection with data subscriptions pursuant to GEMX Rules at Section 7. These ports are available to non-GEMX Members and GEMX Members.

(iv) Other ports:

¹The SQF Port and the SQF Purge Port are subject to a monthly cap of $27,500, which cap is applicable to Market Makers.

² OTTO Port, CTI Port, FIX Port, FIX Drop Port and Disaster Recovery Port are subject to a monthly cap of $7,500.

³The Nasdaq Testing Facility Port Fee is applicable to all ports within this Section 6C.

E. Reserved.

F. Reserved.

G. Reserved

H. Exchange Testing Facilities

Subscribers to the Testing Facility located in Carteret, New Jersey shall pay a fee of $1,055 per hand-off, per month for connection to the Testing Facility. The hand-off fee includes either a 1Gb or 10Gb switch port and a cross connect to the Testing Facility. Subscribers shall also pay a one-time installation fee of $1,055 per handoff.

The connectivity provided under this rule also provides connectivity to the other markets of NASDAQ BX, Inc., Nasdaq PHLX LLC, The NASDAQ Stock Market LLC, Nasdaq MRX LLC, and Nasdaq ISE, LLC.

Adopted September 12, 2018 (SR-GEMX-2018-29); amended Sep. 1, 2022 (SR-GEMX-2022-08); amended Jan. 23, 2023 (SR-GEMX-2023-02), operative Feb. 22, 2023; amended Apr. 10, 2023 (SR-GEMX-2023-05); amended Feb. 28, 2023 (SR-GEMX-2023-04), operative Mar. 30, 2023; amended Jan. 23, 2023 (SR-GEMX-2023-02), operative Nov. 13, 2023; amended Nov. 28, 2023 (SR-GEMX-2023-16), operative Dec. 1, 2023; amended Dec. 5, 2023 (SR-GEMX-2023-19); amended Jan. 16, 2024 (SR-GEMX-2024-03); amended Mar. 1, 2024 (SR-GEMX-2024-05); amended Mar. 7, 2024 (SR-GEMX-2024-07).

A. Nasdaq GEMX Order Feed¹

Internal Use Only.

$750 per month per distributor.* There are no controlled device fees for internal use.

External Redistribution.

$750 per month per distributor. $5 per month per external controlled device.** Each distributor's combined maximum fee for external redistribution is capped at $1,000 per month.

Internal and External Redistribution.

$750 per month per distributor. $5 per month per external controlled device. Each distributor's combined maximum fee for both internal and external redistribution is capped at $1,000 per month.

* A distributor is any firm that receives the Nasdaq GEMX Order Feed directly from Nasdaq GEMX or indirectly through a redistributor and then distributes it either internally or externally. A redistributor includes market data vendors and connectivity providers such as extranets and private network providers.

** An external controlled device is any device that a distributor of the Nasdaq GEMX Order Feed permits an external user to access the information in the Nasdaq GEMX Order Feed.

B. Nasdaq GEMX Top Feed

Professional (internal use only).

$1,000 per month per distributor.* $5 per month per controlled device.** Each distributor's combined maximum fee for internal redistribution is capped at $1,250 per month.

Professional (external redistribution).

$1,000 per month per distributor. $5 per month per controlled device. Each distributor's combined maximum fee for external redistribution is capped at $1,500 per month.

Professional (internal and external redistribution).

$1,000 per month per distributor. $5 per month per controlled device. Each distributor's combined maximum fee for both internal and external redistribution is capped at $1,500 per month.

Non-Professional (external redistribution through a controlled device).

$1,000 per month per distributor. There are no monthly controlled device fees.

* A distributor is any firm that receives the Nasdaq GEMX Top Feed directly from Nasdaq GEMX or indirectly through a redistributor and then distributes it either internally or externally. A redistributor includes market data vendors and connectivity providers such as extranets and private network providers.

** A controlled device is any device that a distributor of the Nasdaq GEMX Top Feed permits to access the information in the Nasdaq GEMX Top Feed.

C. Nasdaq GEMX Real-time Depth of Market Raw Data Feed

Professionals (internal use only).

$1,500 per month per distributor.* $10 per month per controlled device.** Each distributor's combined maximum fee is capped at $2,000 per month.

Professionals (external redistribution by distributor through a controlled device).

$1,500 per month per distributor. $10 per month per controlled device. Each distributor's combined maximum fee is capped at $2,500 per month.

Non-Professional (external redistribution by distributor through a controlled device).

$1,500 per month per distributor. $1 per month per controlled device. Each distributor's combined maximum fee is capped at $2,500 per month.

* A distributor is any firm that receives the Nasdaq GEMX Real-time Depth of Market Raw Data Feed directly from Nasdaq GEMX or indirectly through a redistributor and then distributes it either internally or externally. A redistributor includes market data vendors and connectivity providers such as extranets and private network providers.

** A controlled device is any device that a distributor of the Nasdaq GEMX Real-time Depth of Market Raw Data Feed permits to access the information in the Nasdaq GEMX Real-time Depth of Market Raw Data Feed.

D. Nasdaq GEMX Open/Close End of Day Trade Profile

Subscription - $500 per month.

Ad-hoc requests (historical data) - $400 per request per month. An ad-hoc request can be made for any number of months, beginning in August 2013, for which data is available.

E. Nasdaq GEMX Open/Close Intraday Trade Profile

Subscription - $1,000 per month.

Ad-hoc requests (historical data) - $750 per request per month. An ad-hoc request can be made for any number of months, beginning in August 2013, for which data is available.

H. Nasdaq GEMX Trade Feed

$500 per month for unlimited internal and/or external distribution of GEMX Trade Feed.

Adopted September 12, 2018 (SR-GEMX-2018-29); amended Jan. 23, 2023 (SR-GEMX-2023-02), operative Feb. 22, 2023; amended Feb. 28, 2023 (SR-GEMX-2023-04), operative Mar. 30, 2023; amended Jan. 23, 2023 (SR-GEMX-2023-02), operative Nov. 13, 2023.

The Sales Value Fee is assessed by the Exchange to each Member for sales on the Exchange with respect to which the Exchange is obligated to pay a fee to the Commission under Section 31 of the Exchange Act. To the extent that there may be any excess monies collected under this Rule, the Exchange may retain those monies to help fund its general operating expenses. The sales transactions to which the fee applies are sales of options (other than options on a security index) and the sales of securities resulting from the exercise of physical-delivery options. The fee is collected indirectly from Members through their clearing firms by the Clearing Corporation on behalf of Nasdaq GEMX with respect to options sales and options exercises. The Sales Value Fee is equal to (a) the Section 31 fee rate multiplied by (b) the Member's aggregate dollar amount of covered sales resulting from options transactions occurring on the Exchange during any computational period.

[Adopted June 27, 2019 (SR-GEMX-2019-08).]