NASDAQ OMX Group (NDAQ)

APPROVAL OF POTENTIAL ISSUANCE OF 536,990 SHARES OF OUR COMMON STOCK UPON CONVERSION OF $7,786,355 AGGREGATE PRINCIPAL AMOUNT OF OUR SERIES A NOTES

At the special meeting, Holders are being asked to approve the issuance of up to 536,990 shares of our common stock that may be issued upon conversion of $7,786,355 aggregate principal amount of our Series A Notes (the “Subject Shares”). We have committed to seek Holder approval of the Subject Shares consistent with the Marketplace Rules applicable to companies such as Nasdaq that are listed on The Nasdaq National Market. Marketplace Rule 4350(i)(1)(C)(ii) requires in relevant part that we obtain Holder approval when, in connection with the acquisition of the stock or assets of another company, we issue or could potentially issue common stock or securities convertible into common stock that equals or exceeds 20% of our common stock outstanding before the issuance of the common stock or convertible securities (the “20% Threshold”). As discussed in more detail below, we are seeking Holder approval of the Subject Shares, which represent the portion of the Series A Notes and Series A Warrants that equals or exceeds the 20% Threshold on a converted basis.