NASDAQ OMX Group (NDAQ)

REPRESENTATIONS AND WARRANTIES OF THE SEVERAL PURCHASERS

Each Purchaser represents and warrants for itself (but not for or on behalf of any other Purchaser) to the Company as follows:

5.01. Purchase for Investment.

(a) Such Purchaser is acquiring the Preferred Shares for its own account, for investment and not with a view to any distribution thereof in violation of applicable securities laws.

(b) Such Purchaser understands that (i) the Preferred Shares have not been registered under the Securities Act and are being issued by the Company in transactions exempt from the registration requirements of the Securities Act and that the Company may be relying on one or more exemptions from registration provided for under Regulation D of the Securities Act and (ii) the Preferred Shares may not be offered or sold except pursuant to an effective registration statement under the Securities Act or pursuant to an applicable exemption from registration under the Securities Act.

(c) Such Purchaser further understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to such Purchaser) promulgated under the Securities Act depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts.

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(d) Such Purchaser did not employ any broker or finder in connection with the transactions contemplated in this Agreement.

5.02. No Integration or General Solicitation. Such Purchaser has not, directly or indirectly, offered, sold or solicited any offer to buy and will not, directly or indirectly, offer, sell or solicit any offer to buy, any security of a type or in a manner which would be integrated with the issuance of the Preferred Shares and require the Preferred Shares to be registered under the Securities Act. Neither such Purchaser, its Affiliates nor any Person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Rule 502(c) under the Securities Act) in connection with the offering of the Preferred Shares.

SECTION 6