NASDAQ OMX Group (NDAQ)

Holder Approval

We agreed in the Securities Purchase Agreement to seek Holder approval of the Subject Shares, representing up to 536,990 shares of common stock. The Series A Notes and Series A Warrants are not convertible into common stock until April 22, 2006, or earlier in certain circumstances, but in no event may Series A Notes be converted into the Subject Shares until five business days after the special meeting. In the event Holders do not approve the issuance of the Subject Shares, we are required to repurchase $3,969,012.50 aggregate principal amount of the Series A Notes, representing the portion of the Subject Shares beneficially owned by the SLP Entities, for a repurchase price in cash equal to 105% of this aggregate principal amount plus any accrued and unpaid interest due thereon up to, but not including the repurchase date. In addition, on or prior to October 24, 2005 or, if later, five business days after the special meeting, we have the option to repurchase $3,817,342.50 aggregate principal amount of the Series A Notes, representing the portion of the Subject Shares allocated to the H&F Entities, for a repurchase price equal to 105% of this aggregate principal amount plus any accrued and unpaid interest due thereon up to, but not including the repurchase date. We intend to exercise this option if Holders do not approve issuance of the Subject Shares. Holder approval was not required to issue the Series A Notes and Series A Warrants or to consummate the Merger and the Institutional Brokerage Sale.

The Nasdaq Board unanimously believes that it is in Nasdaq’s best interests for Holders to authorize the issuance of the Subject Shares.