NASDAQ OMX Group (NDAQ)

CONTRIBUTION, AND TERMINATION

8.01. Expenses. The Company will pay all reasonable and invoiced costs and expenses (including reasonable and documented attorneys’ and accountants’ fees and disbursements) incurred by the Purchasers or any holder of a Preferred Share in connection with the preparation of the Preferred Documents and in connection with any amendments, waivers or consents under or in respect of this Agreement, the other Preferred Documents or the Preferred Shares (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) each Purchaser’s reasonable and documented out-of-pocket expenses in connection with such Purchaser’s

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examinations and appraisals of the Company’s properties, books and records, (b) the costs and expenses incurred in enforcing, defending or declaring (or determining whether or how to enforce, defend or declare) any rights or remedies under this Agreement, the other Preferred Documents or the Preferred Shares or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the other Preferred Documents or the Preferred Shares, or by reason of being a holder of any Preferred Shares and (c) the costs and expenses, including reasonable and documented consultants’ and advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by the other Preferred Documents or by the Preferred Shares.

8.02. Indemnification.

(a) The Company shall indemnify each Purchaser and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee by any third party or by the Company or any Subsidiary arising out of, in connection with, or as a result of (i) the execution or delivery of any Preferred Document or any other agreement or instrument contemplated thereby, the performance by the parties to the Preferred Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated thereby, (ii) any purchase of Preferred Shares or the use of the proceeds therefrom or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Company or any Subsidiary and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final judgment to have resulted from the fraud, gross negligence or willful misconduct of such Indemnitee.

(b) To the fullest extent permitted by applicable law, the Company shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, any Preferred Document or any agreement or instrument contemplated thereby, the Transactions, any purchaser of Preferred Shares or the use of the proceeds thereof.

(c) All amounts due under this Section shall be payable not later than five Business Days after written demand therefor.

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8.03. Survival. The obligations of the Company under this Section 8 will survive the payment or transfer of any Preferred Share, the enforcement, amendment or waiver of any provision of this Agreement and the termination of this Agreement.

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