NASDAQ, INC. 26,956,522 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • March 20th, 2024 • Borse Dubai LTD • Security & commodity brokers, dealers, exchanges & services • New York
Nasdaq, Inc., a Delaware corporation (the “Company”), and Borse Dubai Limited, a company registered in the Dubai International Financial Centre in Dubai with company number CL0447 (the “Selling Stockholder”), confirm their respective agreements with the several Underwriters, as listed in Schedule 1 hereto (the “Underwriters”), for whom Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC are acting as representatives (the “Representatives”), with respect to (i) the sale by the Selling Stockholder and the purchase by the Underwriters, acting severally and not jointly, of the respective number of shares of common stock, par value $0.01 per share, of the Company (“Common Stock”) set forth in Schedule 1 hereto and (ii) the grant by the Selling Stockholder to the Underwriters, acting severally and not jointly, of the option described in Section 1(b) hereof to purchase all or any part of an additional 4,043,478 shares of Common Stock. The aforesaid 26,956,522 shares of Common Stock (the “Fir
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • March 11th, 2024 • Borse Dubai LTD • Security & commodity brokers, dealers, exchanges & services • New York
This Pledge and Security Agreement (as amended, supplemented or otherwise modified from time to time, this “Security Agreement”) is entered into as of October 24,2023 , by and among Abu Dhabi Commercial Bank PJSC, as security agent for the Secured Parties (in such capacity, together with any successors and assigns, the “Security Agent”) and Borse Dubai Limited, a company organized under the laws of the Dubai International Financial Centre, as Grantor (“Grantor”).
REGISTRATION RIGHTS AGREEMENT dated as of FEBRUARY 27, 2008 among THE NASDAQ STOCK MARKET, INC., BORSE DUBAI NASDAQ SHARE TRUST and BORSE DUBAI LIMITEDRegistration Rights Agreement • March 7th, 2008 • Borse Dubai LTD • Security & commodity brokers, dealers, exchanges & services • New York
REGISTRATION RIGHTS AGREEMENT, dated as of February 27, 2008 (this “Registration Rights Agreement”), among The Nasdaq Stock Market, Inc., a Delaware corporation (together with any successor entity thereto, “Nasdaq”), Borse Dubai Limited, a company registered in the Dubai International Financial Centre in Dubai with company number CL0447 (together with any successor entity thereto, “Borse Dubai”), and Borse Dubai Nasdaq Share Trust, a Delaware statutory trust, (the “Trust” and, together with Borse Dubai, the “Initial Holders”). Nasdaq, Borse Dubai and the Trust are sometimes referred to herein as a “Party” and collectively as the “Parties”.
EX-7.7: Pledge AgreementPledge Agreement • March 7th, 2008 • Borse Dubai LTD • Security & commodity brokers, dealers, exchanges & services • New York
PLEDGE AGREEMENT (this “Pledge Agreement”), dated as of February 27, 2008, between BORSE DUBAI LIMITED, a company registered in the Dubai International Financial Centre in Dubai with company number CL0447 (“Pledgor” or “Borse Dubai”), and HSBC BANK PLC, as security trustee for the ratable benefit of the Secured Parties (as defined in the Facilities Agreement referred to below)(the “Security Trustee”).
JOINT FILING AGREEMENTJoint Filing Agreement • March 11th, 2024 • Borse Dubai LTD • Security & commodity brokers, dealers, exchanges & services
The undersigned hereby agree that the statement on Schedule 13D filed herewith is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k)(1)(iii) promulgated pursuant to the Securities Exchange Act of 1934, as amended, on behalf of each such person.
AMENDMENT TO THE OMX TRANSACTION AGREEMENTOmx Transaction Agreement • March 7th, 2008 • Borse Dubai LTD • Security & commodity brokers, dealers, exchanges & services • New York
THIS AMENDMENT TO THE OMX TRANSACTION AGREEMENT (this “Amendment”), dated as of February 27, 2008 is entered into by and between The Nasdaq Stock Market, Inc., a Delaware corporation (together with any successor entity thereto, “Nasdaq”), Borse Dubai Limited, a company registered in the Dubai International Financial Centre in Dubai with company number CL0447 (together with any successor entity thereto, “Borse Dubai”), and BD Stockholm AB, a corporation organized under the laws of Sweden (the “Bidder”). Nasdaq, Borse Dubai and the Bidder are sometimes referred to herein as a “Party” and collectively as the “Parties”.
JOINT FILING AGREEMENTJoint Filing Agreement • March 20th, 2024 • Borse Dubai LTD • Security & commodity brokers, dealers, exchanges & services
The undersigned hereby agree that the statement on Schedule 13D filed herewith is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k)(1)(iii) promulgated pursuant to the Securities Exchange Act of 1934, as amended, on behalf of each such person.
EX-7.6: Pledge AgreementPledge Agreement • March 7th, 2008 • Borse Dubai LTD • Security & commodity brokers, dealers, exchanges & services • New York
PLEDGE AGREEMENT (this “Pledge Agreement”), dated as of February 27, 2008, between BORSE DUBAI NASDAQ SHARE TRUST, a Delaware statutory trust (“Pledgor” or the “Trust”), and HSBC BANK PLC, as security trustee for the ratable benefit of the Secured Parties (as defined in the Facilities Agreement referred to below) (the “Security Trustee”).
SHARE PURCHASE AND SALE AGREEMENTShare Purchase and Sale Agreement • December 17th, 2010 • Borse Dubai LTD • Security & commodity brokers, dealers, exchanges & services • New York
The purpose of this share purchase and sale agreement (this “Agreement”) is to set forth the terms and conditions of the purchase (the “Purchase”) by Buyer, and sale by Seller, of shares of common stock, $.01 par value per share, of The NASDAQ OMX Group, Inc. (each, a “Share”).
JOINT FILING AGREEMENTJoint Filing Agreement • March 22nd, 2024 • Borse Dubai LTD • Security & commodity brokers, dealers, exchanges & services
The undersigned hereby agree that the statement on Schedule 13D filed herewith is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k)(1)(iii) promulgated pursuant to the Securities Exchange Act of 1934, as amended, on behalf of each such person.
US$4,200,000,000 AND £796,119,573 FACILITIES AGREEMENT dated 17 August 2007 as amended and restated on 20 September 2007 and as amended on 24 September 2007, 15 November 2007, 10 December 2007 and 14 February 2008 for BORSE DUBAI LIMITED as Original...Facilities Agreement • March 7th, 2008 • Borse Dubai LTD • Security & commodity brokers, dealers, exchanges & services • England
THIS AGREEMENT is dated 17 August 2007 as amended and restated on 20 September 2007 and as amended on 24 September 2007, 15 November 2007, 10 December 2007 and 14 February 2008 and made between:
NASDAQ STOCKHOLDERS’ AGREEMENT dated as of FEBRUARY 27, 2008 among THE NASDAQ STOCK MARKET, INC. and BORSE DUBAI, LIMITEDStockholders Agreement • March 7th, 2008 • Borse Dubai LTD • Security & commodity brokers, dealers, exchanges & services • New York
This NASDAQ STOCKHOLDERS’ AGREEMENT, dated as of February 27, 2008 (this “Nasdaq Stockholders’ Agreement”), among The Nasdaq Stock Market, Inc., a Delaware corporation (together with any successor entity thereto, “Nasdaq”) and Borse Dubai Limited, a company registered in the Dubai International Financial Centre in Dubai with company number CL0447 (together with any successor entity thereto, “Borse Dubai”). Nasdaq and Borse Dubai are sometimes referred to herein as a “Party” and collectively as the “Parties”.
TRUST AGREEMENTTrust Agreement • March 7th, 2008 • Borse Dubai LTD • Security & commodity brokers, dealers, exchanges & services • Dubai
LETTER OF INSTRUCTIONShare Trust Agreement • March 27th, 2012 • Borse Dubai LTD • Security & commodity brokers, dealers, exchanges & services
LOCK-UP AGREEMENTLock-Up Agreement • March 20th, 2024 • Borse Dubai LTD • Security & commodity brokers, dealers, exchanges & services
SECOND AMENDMENT TO NASDAQ STOCKHOLDERS’ AGREEMENTNasdaq Stockholders’ Agreement • March 20th, 2024 • Borse Dubai LTD • Security & commodity brokers, dealers, exchanges & services
THIS SECOND AMENDMENT TO NASDAQ STOCKHOLDERS’ AGREEMENT (this “Amendment”) is made as of March 19, 2024, between Nasdaq, Inc, a Delaware corporation (together with any successor entity thereto, “Nasdaq”) and Borse Dubai Limited, a company registered in the Dubai International Financial Centre with company number CL0447 (together with any successor entity thereto, “Borse Dubai”). Nasdaq and Borse Dubai are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used herein but not defined herein shall have the meanings given to such terms in the Nasdaq Stockholders’ Agreement (as herein defined).
Pledge and Security AgreementPledge and Security Agreement • March 11th, 2024 • Borse Dubai LTD • Security & commodity brokers, dealers, exchanges & services • New York
The Grantor enters into this Agreement to secure its obligations to the Finance Parties (as defined under the Master Murabaha Agreement) as guarantor under the standalone guarantee relating to the murabaha contract(s) (the "Murabaha Contract(s)") entered into pursuant to the master murabaha agreement dated January 09,2023 (the "Master Murabaha Agreement"), by and among, inter alios, the Company, Dubai Islamic Bank PJSC as investment agent, calculation agent and Collateral Agent and the financial institutions listed in Schedule 1 thereto as original participants (collectively, the “Participants”).
STOCK PLEDGE AGREEMENT Dated June 28, 2011 between BORSE DUBAI LIMITED as Pledgor and NOMURA INTERNATIONAL PLC as Collateral AgentStock Pledge Agreement • March 27th, 2012 • Borse Dubai LTD • Security & commodity brokers, dealers, exchanges & services • New York
The Pledgor enters into this Agreement in connection with the Margin Loan Facility Agreement, dated, June 23, 2011 (the “Credit Agreement”), between, inter alios, the Pledgor, Emirates NBD Bank PJSC, as arranger and facility agent, the financial institutions listed in Schedule 1 thereto as original lenders and the Collateral Agent.
