NASDAQ OMX Group (NDAQ)

Borse Dubai and DIFX

On September 20, 2007, Nasdaq entered into an agreement with Borse Dubai pursuant to which Borse Dubai agreed to sell to Nasdaq all of the shares of OMX acquired by Borse Dubai through a public offer in Sweden or otherwise owned by Borse Dubai. Also on September 20, 2007, Nasdaq, Borse Dubai and DIFX entered into an agreement pursuant to which we would acquire a one-third interest in DIFX in exchange for $50.0 million (and a commitment to make future capital contributions of up to $25 million). On February 27, 2008, these transactions were completed and Nasdaq acquired 117,227,931 shares of OMX in exchange for SEK 11,678,630,352 in cash and 60,561,515 shares of our common stock, approximately 17.7 million of which were deposited into the Trust. On March 17, 2008, we acquired an additional 2,013,350 shares of OMX acquired by Borse Dubai after February 27, 2008, in exchange for SEK 533,537,750 in cash.

In connection with the consummation of the transactions described above, on February 27, 2008, we entered into a registration rights agreement with Borse Dubai and the Trust and a stockholders’ agreement with Borse Dubai. The registration rights agreement provides Borse Dubai and the Trust with certain registration rights for the shares of our common stock they hold. The stockholders’ agreement provides Borse Dubai with certain rights and obligates Borse Dubai to take (or refrain from taking) certain actions for so long as Borse Dubai is the holder of specified amounts of our common stock. Among other things, the stockholders’ agreement obligates us to nominate, and generally use best efforts to cause the election to the NASDAQ OMX board, of two individuals designated by Borse Dubai, subject to certain conditions. Soud Ba’alawy, who is the Vice Chairman of the board of Borse Dubai and the Chairman of the board of DIFX, and Essa Kazim, who is the Chairman of the board of Borse Dubai and a member of the board of DIFX, have been designated by Borse Dubai as its candidates.

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Also on February 27, 2008, we entered into a stockholders’ agreement governing our ownership of one-third of DIFX. This agreement contains covenants and agreements customary for a minority investment of this nature, including the right to propose for nomination two directors for election to DIFX’s board of directors as long as NASDAQ OMX maintains at least one-half of its initial ownership interest in DIFX. Robert Greifeld, our Chief Executive Officer, currently serves as the Vice Chairman of DIFX’s board of directors, and Adena Friedman, our Executive Vice President—Corporate Strategy and Global Data Products, currently serves as a member of DIFX’s board of directors. We also entered into a trademark license agreement and a technology license and marketing agreement with DIFX governing, among other matters, DIFX’s ability to use certain of our marks and technology.