NASDAQ OMX Group (NDAQ)

RECITALS

WHEREAS, Pursuant to the OMX Transaction Agreement, dated November 15, 2007 (as amended and supplemented from time to time, the “OMX Transaction Agreement”), between Nasdaq, BD Stockholm AB, a corporation organized under the laws of Sweden, and Borse Dubai, Borse Dubai and the Trust will receive shares of Common Stock (as defined below) (the “Purchased Shares”); and

WHEREAS, it is a condition precedent to the closing of the transactions contemplated by the OMX Transaction Agreement (the “Closing”) that the parties hereto execute and deliver this Registration Rights Agreement.

For good and valuable consideration, the receipt of which is hereby acknowledged, Nasdaq desires to provide to each Holder (as defined below) the rights to register the Registrable Securities (as defined below) held by them under the Securities Act (as defined below) on the terms and subject to the conditions set forth herein.

RECITALS

WHEREAS, upon the terms and subject to the conditions set forth in this Agreement, the Company has agreed to sell to the several Purchasers and the several Purchasers have severally and not jointly agreed to purchase from the Company up to 775,000 shares of the Company’s Senior Perpetual Preferred Stock, $1,000 liquidation value per share (the “Preferred Shares”), to be issued pursuant to the Certificate of Designation relating thereto in the form of Exhibit A hereto (the “Certificate of Designation”), in accordance with the percentages set forth on Annex A hereto.

WHEREAS, the Company has duly authorized the creation and issuance of the Preferred Shares and the execution and delivery of this Agreement.

WHEREAS, all things necessary to make this Agreement and the Preferred Shares valid and binding obligations of the Company and the several Purchasers, in accordance with their respective terms, have been done.

NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1

RECITALS

WHEREAS, pursuant to the Plan Of Allocation and Delegation Of Functions by NASD to Subsidiaries (“Delegation Plan”), NASD previously delegated to Nasdaq the responsibility of operating the Over The Counter Bulletin Board (“OTCBB”) and Over The Counter Equities (“OTC Equities”) businesses (collectively the “Businesses” ); and

WHEREAS, upon execution of this Agreement, the Parties will revoke the delegation of responsibility for operating the Businesses under the Delegation Plan and transfer certain assets of the Businesses as described in this Agreement; and

WHEREAS, the Parties intend for NASD to outsource to Nasdaq the operation of the Businesses as they exist as of September 30, 2004, was executed or as further modified by Enhancements or mutual agreement of the parties, upon the terms set forth in this Agreement and

WHEREAS, the Parties further intend to provide for the ability of NASD or its designated agent to continue to operate the Businesses after expiration or termination of any outsourcing arrangements between the Parties related to the Businesses.

NOW, THEREFORE, the parties desire to set forth in writing the terms and conditions of their understanding and agreement of their respective responsibilities for the operation of the Businesses and the provision of other, related services.

Recitals:

A. Following are the terms and conditions of User’s continued occupancy of the Temporary Space (as defined below) following Closing (as defined in the Sale Contract) and shall constitute the license agreement between Owner and User related to such occupancy.

B. This Agreement is being entered into in connection with that certain Contract of Sale, dated as of June 10, 2005, by and between User, as seller, and Owner, as purchaser (the “Sale Contract”). Capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Sale Contract.

C. The parties each covenant and agree to observe each and every of the following terms and conditions. User’s continued occupancy shall be pursuant to a license, and not a lease; User shall not have a leasehold estate, easement or other real estate interest in the Property.

RECITALS

Pursuant to the Securities Purchase Agreement, dated April 21, 2005 (the “Securities Purchase Agreement”), between the Company and Norway Acquisition SPV, LLC (“Norway SPV”), Norway SPV has agreed to purchase from the Company up to $205,000,000 aggregate principal amount of 3.75% Series A Convertible Notes due 2012 (the “Series A Notes”) under the Indenture (as defined below). In addition, pursuant to the Note Amendment Agreement, dated as of April 21, 2005 (the “Amendment Agreement”), among the Company and the H&F Entities, the H&F Entities have agreed to amend and restate the $240,000,000 aggregate principal amount of 4.0% Convertible Subordinated Notes due 2006 (the “Existing Notes”) issued by the Company and held by the H&F Entities by issuing to the H&F Entities $240,000,000 aggregate principal amount of 3.75% Series B Convertible Notes due 2012 (the “Series B Notes” and together with the Series A Notes, the “Notes”) under the Indenture. The Notes will be convertible into shares of fully paid, non-assessable Common Stock (as defined below) on the terms, and subject to the conditions, set forth in the Notes and the Indenture.

In addition, pursuant to the Securities Purchase Agreement, the Company has agreed to issue Warrants (as defined below) to Norway SPV which give Norway SPV the right to acquire an aggregate of 2,753,448 shares of Common Stock, and pursuant to the Amendment Agreement, the Company has agreed to issue Warrants to the H&F Entities which give them the right to acquire an aggregate of 2,209,052 shares of Common Stock.

It is contemplated that, on or promptly following the Acquisition Closing Date (as defined below) Norway SPV will transfer to the H&F Entities and the SLP Entities the Series A Notes and the Warrants acquired by Norway SPV under the Securities Purchase Agreement.

For good and valuable consideration, the receipt of which is hereby acknowledged, the Company desires to provide to each Holder (as defined below) the rights to register the Registrable Securities (as defined below) held by them under the Securities Act (as defined below) on the terms and subject to the conditions set forth herein.

ARTICLE I