Listing Agreement Form. This is a Official Federal Forms form and can be use in National Market Listing Applications NASDAQ.
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The NASDAQ Stock Market® Listing Agreement This listing agreement (“Listing Agreement”) should be executed and submitted by a current issuer listed on The NASDAQ Stock Market that is changing its company name. COMPANY NAME (“Company”), in consideration for the listing of its securities on The NASDAQ Stock Market, hereby agrees with The NASDAQ Stock Market LLC (collectively, with its affiliates, “NASDAQ”) that: 1. Company certifies that it understands and agrees to comply with all NASDAQ® rules, as they may be amended from time to time, and pay all applicable listing fees when due. 2. Company agrees to promptly notify NASDAQ in writing of any corporate action or other event which will cause Company to cease to be in compliance with NASDAQ listing requirements. 3. Company understands that NASDAQ may remove its securities from The NASDAQ Stock Market, pursuant to applicable procedures, if it fails to meet one or more requirements of Paragraphs 1-2. 4. Company understands that if an exception to any of the provisions of any of the NASDAQ rules has been granted by NASDAQ, such exception shall, during the time it is in effect, supersede any conflicting provision of this Listing Agreement. 5. Company warrants and represents that any trading symbol requested to be used by Company does not violate any trade/service mark, trade name, or other intellectual property right of any third party. Company agrees and understands that a trading symbol is provided to Company for the limited purpose of identifying Company’s security in authorized quotation and trading systems and that Company has no ownership rights in the trading symbol. The assignment and use of a trading symbol is governed by the National Market System Plan for the Selection and Reservation of Securities Symbols, as may be amended from time to time. 6. Company authorizes NASDAQ to use Company’s corporate logos, Web site address, trade names, and trade/service marks in order to publicize Company’s listing on The NASDAQ Stock Market, as well as to convey quotation information, transactional reporting information, and other information regarding Company in connection with The NASDAQ Stock Market. In order to ensure the accuracy of the information, Company agrees to provide NASDAQ with Company’s current corporate logos, Web site address, trade names, and trade/service marks as they may be amended from time to time. 7. Company agrees to hold harmless and indemnify NASDAQ (and its officers, directors, employees and agents) against any and all claims and losses, including but not limited to costs and attorneys’ fees, resulting from, suffered, or incurred as a result of any third party’s claim or litigation relating to the infringement of any trade/service mark, trade name, or other intellectual property right related to or arising out of NASDAQ’s use of Company’s trading symbol, corporate logos, Web site address, trade names, and trade/service marks in accordance with the terms of this Listing Agreement NASDAQ Warranties; Disclaimers of Warranties. For any goods or services provided to Company, NASDAQ shall endeavor to provide them in a good and workmanlike manner. Beyond the warranties stated in this section, there are no other warranties 1 American LegalNet, Inc. www.FormsWorkFlow.com of any kind, express, implied or statutory (including the implied warranties of merchantability or fitness for a particular use or purpose). Limitation of Liability. 1. In no event will NASDAQ be liable for any trading losses, loss of profits, indirect, special, punitive, consequential, or incidental loss or damage, even if NASDAQ has been advised of the possibility of such damages. If NASDAQ is, for any reason, held liable for any of the above, the liability of NASDAQ is limited: (a) (b) for goods and services for which Company is specifically charged, to the amount paid by Company for those goods or services during the twelve (12) months preceding the accrual of the claim; and in all other instances, to the amount of the annual listing fee paid by Company during the twelve (12) months preceding the accrual of the claim. 2. Notwithstanding the foregoing, NASDAQ shall not be relieved from liability for damages that result from NASDAQ’s gross negligence or willful tortious misconduct, or from personal injury or wrongful death claims. 3. For goods and services provided under a separate written agreement, the limitation of liability provisions in that agreement shall govern any claims relating to or arising from the provision of those goods and services. 4. Under no circumstances shall NASDAQ have any liability for any third party’s goods and/or services. 5. Company and NASDAQ agree that these terms reflect a reasonable allocation of risk and limitation of liability. 6. This Listing Agreement shall be deemed to have been made in the United States, in the State of New York and shall be construed and enforced in accordance with the laws of the State of New York, without reference to principles of conflicts of laws. As an officer of the Company, I am authorized to execute this agreement on the Company’s behalf. SIGNATURE DATE NAME TITLE CORPORATE SEAL (Optional) Submit this Listing Agreement utilizing the NASDAQ OMX Listing Center upload function. If you have any questions, please call Listing Qualifications at: +1 301 978 8008. Note: Issuers changing their name must also concurrently submit the Notification: Change in Company Record. ©September 2011, The NASDAQ OMX Group, Inc. All rights reserved. The NASDAQ Stock Market and NASDAQ are registered trademarks of The NASDAQ OMX Group, Inc. 2 American LegalNet, Inc. www.FormsWorkFlow.com