NASDAQ OMX Group (NDAQ)

Series A Warrants

The Series A Warrants to purchase 2,209,052 shares of common stock at $14.50 per share will be exercisable by Norway SPV and its permitted transferees on or after April 22, 2006, or earlier in the same situations as previously discussed with respect to conversion of the Series A Notes. The Series A Warrants will terminate on the third anniversary of the closing of the Merger, unless earlier terminated in connection with the

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mandatory redemption of the Series A Notes described above, at which time all Series A Warrants also terminate. The exercise price of the Series A Warrants is subject to adjustment in situations similar to those that trigger adjustments with respect to the conversion price of the Series A Notes. We also may, but are not required to, adjust the exercise price and/or the number of shares received upon exercise if the Nasdaq Board determines that such alteration in favor of the holder is (i) equitable in the circumstances because an action by Nasdaq adversely affects the exercise rights of the holder, or (ii) is otherwise appropriate, subject to Nasdaq’s option to reinstate the prior exercise price or number of shares after seven days. To the extent required by the standards applicable to companies listed on The Nasdaq National Market, Holders would have to approve the issuance of additional shares of common stock as a result of adjustments that equaled or exceeded the 20% Threshold prior to issuance or reduced the exercise price below the greater of book or market value as defined in Nasdaq’s listing standards.