NASDAQ OMX Group (NDAQ)

upon conversion of shares of Nasdaq’s current or future issued options, warrants or similar securities exercisable, convertible, or exchangeable for capital stock of Nasdaq;

any stock split or subdivision or similar transaction with respect to Nasdaq’s capital stock;

a preemptive issuance with respect to which Borse Dubai’s participation would require approval of Nasdaq’s stockholders regardless of the number of shares offered, which Nasdaq will use its reasonable best efforts to obtain, unless and until shareholder approval is obtained (but this exception shall not apply if the approval of Nasdaq’s stockholders is required for any other reason);

a preemptive issuance with respect to which Borse Dubai’s participation would require regulatory approvals, which Nasdaq will use its commercially reasonable efforts to obtain, unless and until such regulatory approvals have been obtained;

any issuance of capital stock of Nasdaq to employees, officers, directors of, and consultants, customers and vendors to, Nasdaq;

in connection with acquisitions by Nasdaq, whether by merger, consolidation, share exchange or other reorganization or business combination; and

upon exercise of securities issued pursuant to rights distributed to holders of Nasdaq Common Stock generally.