Nasdaq 100 Trust Series 1 Sample Contracts

WITNESSETH
Distribution Agreement • March 9th, 1999 • Nasdaq 100 Trust Series 1 • New York
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FORM OF NASDAQ-100 PARTICIPANT AGREEMENT
Participant Agreement • March 9th, 1999 • Nasdaq 100 Trust Series 1 • New York
BY AND BETWEEN
Nasdaq 100 Trust Series 1 • February 5th, 2004
AND
Nasdaq 100 Trust Series 1 • March 9th, 1999 • New York
INVESCO QQQ TRUST PARTICIPANT AGREEMENT
Participant Agreement • January 29th, 2019 • Invesco QQQ Trust, Series 1 • New York

This Participant Agreement (this “Agreement”) is entered into between Invesco Distributors, Inc. (the “Distributor”) and (the “Participant”) and is subject to acceptance by The Bank of New York Mellon (the “Trustee”). The Trustee serves as the trustee of the Invesco QQQ Trust, Series 1 (the “Trust” or “Invesco QQQ”) pursuant to certain Standard Terms and Conditions of Trust dated as of March 1, 1999, as amended, and the Trust Indenture and Agreement dated March 4, 1999, as amended (collectively, the “Trust Agreement”), and is an Index Receipt Agent as that term is defined in the rules of the National Securities Clearing Corporation (“NSCC”). The Distributor has been retained to provide certain services with respect to acting as principal underwriter of the Trust in connection with the creation and distribution of Invesco QQQ Shares. As specified in the Invesco QQQ Shares Prospectus (the “Prospectus”) and the Trust Agreement, Invesco QQQ Shares may be created or redeemed only in aggrega

DISTRIBUTION AGREEMENT
Distribution Agreement • January 28th, 2016 • Powershares QQQ Trust, Series 1 • New York

DISTRIBUTION AGREEMENT (the “Agreement”) made as of January 2, 2016, by and among PowerShares Capital Management LLC a Delaware limited liability company (the “Sponsor”); PowerShares QQQ Trust, a unit investment trust organized under the laws of the State of New York (“Trust”); and Invesco Distributors, Inc., a Delaware corporation (the “Distributor”).

AMENDMENT NO. 2 TO THE TRUST INDENTURE AND AGREEMENT, DATED March 4, 1999, AND AS AMENDED March 21, 2007, BETWEEN INVESCO POWERSHARES CAPITAL MANAGEMENT LLC, AS SPONSOR AND THE BANK OF NEW YORK MELLON, AS TRUSTEE
Trust Indenture and Agreement • January 29th, 2019 • Invesco QQQ Trust, Series 1 • New York

This Amendment No. 2 to the Trust Indenture and Agreement, dated April 25th, 2018, and effective as of June 4, 2018 (the “Amendment”), between Invesco PowerShares Capital Management LLC, as sponsor (in such capacity, the “Sponsor”) and The Bank of New York Mellon, as trustee (in such capacity, the “Trustee”) amends the Trust Indenture and Agreement, dated March 4, 1999 and as amended March 21, 2007 (the “Indenture”), between the Sponsor and the Trustee. Defined terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture.

AMENDMENT NO. 3 TO THE TRUST INDENTURE AND AGREEMENT, DATED MARCH 4, 1999, AND AS AMENDED MARCH 21, 2007 AND APRIL 25, 2018, BETWEEN INVESCO CAPITAL MANAGEMENT LLC, AS SPONSOR AND THE BANK OF NEW YORK MELLON, AS TRUSTEE
The Trust Indenture and Agreement • January 27th, 2021 • Invesco QQQ Trust, Series 1 • New York

This Amendment No. 3 to the Trust Indenture and Agreement, dated October 15, 2020 (the “Amendment”), between Invesco Capital Management LLC, as sponsor (in such capacity, the “Sponsor”) and The Bank of New York Mellon, as trustee (in such capacity, the “Trustee”), amends the Trust Indenture and Agreement, dated March 4, 1999 and as amended March 21, 2007 and April 25, 2018 (the “Indenture”), between the Sponsor and the Trustee. Defined terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture.

AMENDMENT NO. 4 TO THE STANDARD TERMS AND CONDITIONS OF TRUST
Powershares QQQ Trust, Series 1 • January 31st, 2013

This Amendment No. 4 to the Standard Terms and Conditions of Trust, dated as of November 16, 2012 (“Amendment No. 4”), by and between Invesco PowerShares Capital Management LLC, as sponsor (in such capacity, the “Sponsor”), and The Bank of New York Mellon, as trustee (in such capacity, the “Trustee”) amends the Standard Terms and Conditions of Trust dated as of March 1, 1999, and effective as of March 4, 1999, as amended on April 17, 2001, February 4, 2004 and January 1, 2006 (collectively, the “Standard Terms”), by and between the Sponsor, or its predecessor as sponsor, and the Trustee of PowerShares QQQ TrustSM, Series 1 (the “Trust”). Defined terms used herein and not otherwise defined shall have the meaning assigned to such terms in the Standard Terms.

AMENDMENT NO. 3 TO THE STANDARD TERMS AND CONDITIONS OF TRUST, DATED AS OF MARCH 1, 1999 AND EFFECTIVE AS OF MARCH, 4, 1999 AND AS AMENDED ON APRIL 17, 2001 AND FEBRUARY 4, 2004, BY AND BETWEEN NASDAQ GLOBAL FUNDS, INC., AS SPONSOR, AND THE BANK OF...
Powershares QQQ Trust, Series 1 • January 30th, 2012

This Amendment No. 3 to the Standard Terms and Conditions of the Trust, dated as of January 1, 2006 (the “Amendment No. 3”), by and between Nasdaq Global Funds, Inc. (formerly known as Nasdaq Financial Products Services, Inc.), as sponsor (in such capacity, the “Sponsor”) and The Bank of New York, as trustee (in such capacity, the “Trustee”) amends the Standard Terms and Conditions of Trust, dated as of March 1, 1999 and effective as of March 4, 1999, and as amended on April 17, 2001 and February 4, 2004 (collectively, the “Standard Terms”), by and between the Sponsor and the Trustee of the Nasdaq-100 Trust, Series 1 and any subsequent and similar series of the Nasdaq-100 Trust (the “Trust”). Defined terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Standard Terms.

LICENSE AGREEMENT
License Agreement • February 1st, 2008 • Nasdaq 100 Trust Series 1 • New York

This agreement (“Agreement”), is made by and between The Nasdaq Stock Market, Inc. (“Nasdaq”), a Delaware corporation (Nasdaq and its affiliates are collectively referred to as the “Corporations”) whose principal offices are located at One Liberty Plaza, 165 Broadway, New York, NY 10006, and PowerShares Capital Management LLC (“Licensee”), a Delaware limited liability company, whose principal offices are located at 301 West Roosevelt Road, Wheaton, Illinois 60187. Nasdaq and Licensee are collectively referred to as the “Parties” and individually as a “Party”.

AMENDMENT NO. 1 TO THE STANDARD TERMS AND CONDITIONS OF TRUST
Powershares QQQ Trust, Series 1 • January 30th, 2012 • New York

This Amendment No. 1 (the “Amendment No. 1”) to the Standard Terms and Conditions of Trust, dated as of March 1, 1999, between Nasdaq Investment Product Services, Inc. (formerly known as Nasdaq-Amex Investment Product Services, Inc.), a Delaware corporation, as Sponsor (“NIPS”) and The Bank of New York, as Trustee (the “Trustee”) (the “Standard Terms”) of Nasdaq-100 Trust, Series 1 and any subsequent and similar series of the Nasdaq-100 Trust (the “Trust”) is made as of April 17, 2001, by and between NIPS and The Bank of New York, as Trustee. Capitalized terms used in this Amendment No. 1 and not otherwise defined herein have the respective meanings assigned to such terms in the Standard Terms.

AMENDMENT NO. 6 TO THE STANDARD TERMS AND CONDITIONS OF TRUST
Powershares QQQ Trust, Series 1 • January 29th, 2018

This Amendment No. 6 to the Standard Terms and Conditions of Trust, dated as of January 26, 2018 (“Amendment No. 6”), by and between Invesco PowerShares Capital Management LLC, as sponsor (in such capacity, the “Sponsor”), and The Bank of New York Mellon, as trustee (in such capacity, the “Trustee”), amends the Standard Terms and Conditions of Trust dated as of March 1, 1999, and effective as of March 4, 1999, as amended on April 17, 2001, February 4, 2004, January 1, 2006, November 16, 2012, and August 2, 2017 (collectively, the “Standard Terms”), by and between the Sponsor, or its predecessor as sponsor, and the Trustee of PowerShares QQQ TrustSM, Series 1 (the “Trust”). Defined terms used herein and not otherwise defined shall have the meaning assigned to such terms in the Standard Terms.

AMENDMENT NO. 5 TO THE STANDARD TERMS AND CONDITIONS OF TRUST
Powershares QQQ Trust, Series 1 • January 29th, 2018

This Amendment No. 5 to the Standard Terms and Conditions of Trust, dated as of August 2, 2017 (“Amendment No. 5”), by and between Invesco PowerShares Capital Management LLC, as sponsor (in such capacity, the “Sponsor”), and The Bank of New York Mellon, as trustee (in such capacity, the “Trustee”), amends the Standard Terms and Conditions of Trust dated as of March 1, 1999, and effective as of March 4, 1999, as amended on April 17, 2001, February 4, 2004, January 1, 2006 and November 16, 2012 (collectively, the “Standard Terms”), by and between the Sponsor, or its predecessor as sponsor, and the Trustee of PowerShares QQQ TrustSM, Series I (the “Trust”). Defined terms used herein and not otherwise defined shall have the meaning assigned to such terms in the Standard Terms.

AMENDMENT NO. 1 TO TRUST INDENTURE AND AGREEMENT
Trust Indenture and Agreement • February 1st, 2008 • Nasdaq 100 Trust Series 1 • New York

This Amendment No. 1 to the Trust Indenture and Agreement, dated March 21, 2007 (the “Amendment”), between PowerShares Capital Management LLC, as sponsor (in such capacity, the “Sponsor”) and The Bank of New York, as trustee (in such capacity, the “Trustee”) amends the Trust Indenture and Agreement, dated March 4, 1999 (the “Indenture”), between the Sponsor and the Trustee. Defined terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture.

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