SILVER LAKE PARTNERS HELLMAN & FRIEDMAN CAPITAL PARTNERSH&f Investors Iv LLC • June 1st, 2007 • Security & commodity brokers, dealers, exchanges & services • New York
Reference is hereby made to the Registration Rights Agreement, dated as of April 21, 2005 (the “Registration Rights Agreement”), among (i) The Nasdaq Stock Market, Inc. (the “Company”), (ii) Hellman & Friedman Capital Partners IV, L.P., H&F International Partners IV–A, L.P., H&F International Partners IV–B, L.P. and H&F Executive Fund IV, L.P. (collectively, the “H&F Entities”), (iii) Silver Lake Partners II TSA, L.P., Silver Lake Technology Investors II, L.P., Silver Lake Partners TSA, L.P. and Silver Lake Investors, L.P. (collectively, the “SLP Entities”), (iv) Integral Capital Partners VI, L.P. and (v) VAB Investors, LLC. Reference is also made to the separate Voting Agreements, dated as of the date hereof (the “Voting Agreements”), among the H&F Entities, the SLP Entities and OMX AB. Capitalized terms used but not otherwise defined herein are used herein with the meanings given to them in the Registration Rights Agreement.
VOTING AGREEMENTVoting Agreement • June 1st, 2007 • H&f Investors Iv LLC • Security & commodity brokers, dealers, exchanges & services • New York
THIS VOTING AGREEMENT (this “Agreement”) is entered into as of May 25, 2007 by and among the holders of securities of The Nasdaq Stock Market, Inc., a Delaware corporation (“Nasdaq”), listed on Schedule A hereto (collectively, the “Securityholders” and each individually, a “Securityholder”), and OMX AB (publ), a company organized under the laws of Sweden (“OMX”). Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in the Transaction Agreement referred to below.
