The terms defined herein shall have the meanings specified herein for all purposes of Rules of the Board of Directors and of rules and regulations of Standing Committees of the Exchange, unless the context of a rule or regulation requires otherwise.

(1) The term "Act", "Exchange Act" or "Securities Exchange Act" mean the Exchange Act, as amended.

(2) The term "associated person" or "person associated with a member organization" mean any partner, officer, director, or branch manager of an Exchange member organization or applicant (or person occupying a similar status or performing similar functions), or any person directly or indirectly controlling, controlled by, or under common control with such member organization or applicant, or any employee of such member organization or applicant, except that any person associated with a member organization or applicant whose functions are solely clerical or ministerial shall not be included in the meaning of such term for purposes of the Exchange Rules. For purposes of the 8000 and 9000 Rule Series, the term "person associated with a member organization" or "associated person" shall have the same meaning as the term "persons associated with a member" or "associated person of a member," respectively, as provided in Section 3(a)(21) of the Exchange Act.

(3) The term "Board" or "Board of Directors" mean the Board of Directors of Nasdaq PHLX LLC.

(4) The term "By-Laws" means the By-Laws of Nasdaq PHLX LLC.

(5) The term "clearing firm" means a member organization that meets the requirements of Rule 165(c).

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

(7) The terms "Commission" or "SEC" mean the United States Securities and Exchange Commission.

(8) The term "delivery" means the delivery of securities on Exchange contracts, unless otherwise stated.

(9) The term "Director" means the Persons elected or appointed to the Board of Directors from time to time in accordance with the LLC Agreement and these By-Laws, in their capacity as managers of the Exchange.

(10) The term "Exchange" means Nasdaq PHLX LLC.

(11) 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 Exchange 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 Rules Options 3, Section 20, Options 8, Section 35, Equity 2, Section 10, Equity 2, Section 11, and Equity 4, Rule 3312; and (7) such other proceedings or actions authorized by the Exchange Rules.

(12) The term "Executive Representative" means the executive representative who shall represent, vote, and act for the Exchange Member in all the affairs of the Exchange; provided, however, that other representatives of a Exchange Member may also serve on the Exchange Board or committees of the Exchange or otherwise take part in the affairs of the Exchange.

(13) The term "FINRA" means the Financial Industry Regulatory Authority, Inc. and its affiliates.

(14) The term "Good Standing" means a member organization who is not in violation of any of its agreements with the Exchange or any of the provisions of the Rules or By-Laws of the Exchange, and who has maintained all of the conditions for approval as a member organization.

(15) The term "investment banking or securities business" means the business, carried on by a broker or dealer, of underwriting or distributing issues of securities, or of purchasing securities and offering the same for sale as a dealer, or of purchasing and selling securities upon the order and for the account of others.

(16) The term "member" means a permit holder which has not been terminated in accordance with the By-Laws and these Rules of the Exchange. A member is a natural person and must be a person associated with a member organization. Any references in the rules of the Exchange to the rights or obligations of an associated person or person associated with a member organization also includes a member.

(17) The term "member organization" means a corporation, partnership (general or limited), limited liability partnership, limited liability company, business trust or similar organization, transacting business as a broker or a dealer in securities and which has the status of a member organization by virtue of (i) admission to membership given to it by the Membership Department pursuant to the provisions of General 3, Sections 5 and 10 or the By-Laws or (ii) the transitional rules adopted by the Exchange pursuant to Section 6-4 of the By-Laws. References herein to officer or partner, when used in the context of a member organization, shall include any person holding a similar position in any organization other than a corporation or partnership that has the status of a member organization.

(18) The "Membership Department" means the Nasdaq PHLX Membership Department located within the Exchange.

(19) The term "Nasdaq Merger" means the merger of a wholly owned subsidiary of Nasdaq, Inc., a Delaware corporation, with and into the Exchange, with the Exchange as the surviving corporation, in connection with the acquisition of the Exchange by Nasdaq, Inc.

(20) The term "NMS Stock" is defined within Rule 600(b)(47) of Regulation NMS.

(21) The term "NSCC" means the National Securities Clearing Corporation.

(22) The term "non-member" includes, with respect to individuals, any person who is not a member and, with respect to entities, any organization that is not a member organization.

(23) The term "permit" means a permit of any class, series or kind established from time to time by the Board of Directors and denominated as such.

(24) The term "person" means a natural person, corporation, partnership (general or limited), limited liability company, association, joint stock company, trust, trustee of a trust fund, or any organized group of persons whether incorporated or not and a government or agency or political subdivision thereof.

(25) The term "Phlx" means Nasdaq PHLX LLC.

(26) The terms "Protected Bid, Offer or Quotation" are defined within 600(b)(57) and (58), as appropriate, of Regulation NMS.

(27) The term "Protected NBBO" means the best Protected Bid and the best Protected Offer in a stock.

(28) The term "representative" shall have the meaning assigned to it in General 4, Rule 1220(b)(1).

(29) The term "SEC" means the U.S. Securities and Exchange Commission. Any reference to "Commission" shall also mean the U.S. Securities and Exchange Commission.

(30) The term "Securities Act" means the Securities Act of 1933, as amended.

(31) The term "security" or "securities" includes stocks, bonds, notes, certificates of deposit or participation, trust receipts, rights, options contracts, warrants Cash Index Participations and other similar instruments.

(32) The term "stock" includes voting trust certificates, certificates of deposit for stocks, rights, warrants, and other securities classified for trading as stocks by the Exchange.

(33) The term "proprietary trading firm" for purposes of General 4, Rule 1210 means a member organization or applicant with the following characteristics:

(i) The applicant is not required by Section 15(b)(8) of the Exchange Act to become a FINRA member but is a member of another registered securities exchange not registered solely under Section 6(g) of the Exchange Act.

(ii) All funds used or proposed to be used by the applicant for trading are the applicant's own capital, traded through the applicant's own accounts.

(iii) The applicant does not, and will not have customers.

(iv) All principals and representatives of the applicant acting or to be acting in the capacity of a trader must be owners of, employees of, or contractors to the applicant.

Adopted Feb. 3, 2020 (20-03); amended January 22, 2021 (SR-Phlx-2021-04).