AGREEMENT AND PLAN OF MERGER Dated as of April 22, 2005 by and among INSTINET GROUP INCORPORATED, THE NASDAQ STOCK MARKET, INC. AND NORWAY ACQUISITION CORP.Agreement and Plan of Merger • April 28th, 2005 • Nasdaq Stock Market Inc • Security & commodity brokers, dealers, exchanges & services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 22, 2005 by and among The Nasdaq Stock Market, Inc., a Delaware corporation (“Buyer”), Norway Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Buyer (“Merger Sub”), and Instinet Group Incorporated, a Delaware corporation (the “Company”).
SUPPORT AGREEMENT April 22, 2005Support Agreement • April 28th, 2005 • Nasdaq Stock Market Inc • Security & commodity brokers, dealers, exchanges & services • Delaware
Each of the undersigned understands that The Nasdaq Stock Market, Inc., a Delaware corporation (“Buyer”), Norway Acquisition Corp., a Delaware corporation (“Merger Sub”) and Instinet Group Incorporated, a Delaware corporation (the “Company”), propose to enter into an Agreement and Plan of Merger, dated as of the date hereof (as it may be from time to time amended, the “Merger Agreement”), providing for, among other things, a merger of Merger Sub with and into the Company (the “Merger”), in which all of the issued and outstanding shares of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”) (together with the associated Company Rights and other than shares of Company Common Stock (a) held in treasury, (b) owned by Buyer, the Company or any of their respective wholly owned subsidiaries, or (c) as to which dissenters’ rights shall have been perfected) will be cancelled and converted into the right to receive an amount in cash as determined in accordance wi
TRANSACTION AGREEMENTDated as of April 22, 2005by and amongThe Nasdaq Stock Market, Inc.,Norway Acquisition Corp.andIceland Acquisition Corp.Transaction Agreement • April 28th, 2005 • Nasdaq Stock Market Inc • Security & commodity brokers, dealers, exchanges & services • Delaware
THIS TRANSACTION AGREEMENT (this “Agreement”) is made and entered into as of April 22, 2005, by and among The Nasdaq Stock Market, Inc., a Delaware corporation (“Parent”), the Company (as defined herein) and Iceland Acquisition Corp., a Delaware corporation (“Newco”).
SECURITIES PURCHASE AGREEMENT dated as of April 22, 2005 between THE NASDAQ STOCK MARKET, INC. and NORWAY ACQUISITION SPV, LLCSecurities Purchase Agreement • April 28th, 2005 • Nasdaq Stock Market Inc • Security & commodity brokers, dealers, exchanges & services • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”) dated as of April 22, 2005 among The Nasdaq Stock Market, Inc., a Delaware corporation (together with any successor entity thereto, the “Issuer”), and Norway Acquisition SPV, LLC, a Delaware limited liability company (the “Purchaser”).
ContractGuarantee Agreement • April 28th, 2005 • Nasdaq Stock Market Inc • Security & commodity brokers, dealers, exchanges & services • New York
GUARANTEE AGREEMENT dated as of April 22, 2005 (this “Agreement”), among THE NASDAQ STOCK MARKET, INC., a Delaware corporation (the “Guarantor”), NORWAY ACQUISITION SPV, LLC, a Delaware limited liability company (the “Borrower”), and JPMORGAN CHASE BANK, N.A., a national banking association, (“JPMCB”), as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders (as defined in the Term Loan Agreement referred to below).
AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT dated as of April 22, 2005 among THE NASDAQ STOCK MARKET, INC., NORWAY ACQUISITION SPV, LLC, HELLMAN & FRIEDMAN CAPITAL PARTNERS IV, L.P., SILVER LAKE PARTNERS II TSA, L.P., and THE OTHER SECURITYHOLDERS...Securityholders Agreement • April 28th, 2005 • Nasdaq Stock Market Inc • Security & commodity brokers, dealers, exchanges & services • New York
AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT, dated as of April 22, 2005 (this “Agreement”), among (i) The Nasdaq Stock Market, Inc., a Delaware corporation (together with any successor entity, the “Company”), (ii) Norway Acquisition SPV, LLC, a Delaware limited liability company (“Norway Acquisition”), (iii) Hellman & Friedman Capital Partners IV, L.P. (“H&F-1”), H&F Executive Fund IV, L.P. (“H&F-2”), H&F International Partners IV-A, L.P. (“H&F-3”) and H&F International Partners IV-B, L.P. (“H&F-4” and collectively with H&F-1, H&F-2 and H&F-3, and their respective Affiliates, the “H&F Entities”) and (iv) Silver Lake Partners II TSA, L.P. (“SLP-1”), Silver Lake Technology Investors II, L.L.C. (“SLP-2”), Silver Lake Partners TSA, L.P. (“SLP-3”), Silver Lake Investors, L.P. (“SLP-4”), Integral Capital Partners VI, L.P. (“Integral”) and VAB Investors, LLC (“VAB Investors” and collectively with SLP-1, SLP-2, SLP-3, SLP-4 and Integral, and their respective Affiliates, the “SLP Entities” a
BLOCKED ACCOUNT CONTROL AND SECURITY AGREEMENTBlocked Account Control and Security Agreement • April 28th, 2005 • Nasdaq Stock Market Inc • Security & commodity brokers, dealers, exchanges & services
BLOCKED ACCOUNT CONTROL AND SECURITY AGREEMENT dated as of April 22, 2005 (this “Agreement”), by and between The Nasdaq Stock Market, Inc., a Delaware corporation (the “Guarantor”), and JPMorgan Chase Bank, N.A. (“JPMCB”), in its capacity as administrative agent under the Term Loan Agreement referred to below (the “Administrative Agent”), and JPMCB, in its capacity as the “Securities intermediary” (as defined in Section 8-102 of the UCC) and/or the “Bank” (as defined in Section 9-102 of the UCC) (in such capacities, the “Financial Institution”).
NOTE AMENDMENT AGREEMENT dated as of April 22, 2005 among THE NASDAQ STOCK MARKET, INC., HELLMAN & FRIEDMAN CAPITAL PARTNERS IV, L.P., and THE OTHER HOLDERS LISTED ON THE SIGNATURE PAGE HERETONote Amendment Agreement • April 28th, 2005 • Nasdaq Stock Market Inc • Security & commodity brokers, dealers, exchanges & services • New York
NOTE AMENDMENT AGREEMENT (this “Agreement”), dated as of April 22, 2005, among The Nasdaq Stock Market, Inc., a Delaware corporation (together with any successor entity thereto, the “Issuer”), and Hellman & Friedman Capital Partners IV, L.P., a California limited partnership (“H&F-1”), H&F Executive Fund IV, L.P., a California limited partnership (“H&F-2”), H&F International Partners IV-A, L.P., a California limited partnership (“H&F-3”), and H&F International Partners IV-B, L.P., a California limited partnership (“H&F-4” and together with H&F-1, H&F-2 and H&F-3, each a “Holder”, and collectively the “Holders” or the “H&F Entities”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 28th, 2005 • Nasdaq Stock Market Inc • Security & commodity brokers, dealers, exchanges & services • New York
REGISTRATION RIGHTS AGREEMENT, dated as of April 21, 2005 (this “Agreement”), among (i) The Nasdaq Stock Market, Inc., a Delaware corporation (together with any successor entity, the “Company”), (ii) Hellman & Friedman Capital Partners IV, L.P. (“H&F-1”), H&F Executive Fund IV, L.P. (“H&F-2”), H&F International Partners IV-A, L.P. (“H&F-3”), H&F International Partners IV-B, L.P. (“H&F-4” and collectively with H&F-1, H&F-2 and H&F-3, and any affiliates to whom they transfer Registrable Securities, the “H&F Entities”), (iii) Silver Lake Partners II TSA, L.P. (“SLP-1”), Silver Lake Technology Investors II, L.L.C. (“SLP-2”), Silver Lake Partners TSA, L.P. (“SLP-3”) and Silver Lake Investors, L.P. (“SLP-4” and collectively with SLP-1, SLP-2 and SLP-3, and any affiliates to whom they transfer Registrable Securities, the “SLP Entities”); (iv) Integral Capital Partners VI, L.P. (“Integral”) and (v) VAB Investors, LLC (“VAB Investors” and together with the H&F Entities, the SLP Entities, and In
