NASDAQ OMX Group (NDAQ)

Transfer Restrictions

Under the terms of the Nasdaq Stockholders’ Agreement, Borse Dubai is restricted from transferring any of the Nasdaq Common Stock it acquired for a period of one year from the date of the Nasdaq Stockholders’ Agreement, subject to certain exceptions for transfers to, among others, its affiliates, Nasdaq and to the Borse Dubai Nasdaq Share Trust, a Delaware statutory trust (the “Trust”), under certain circumstances. Additionally, at no time may Borse Dubai transfer any Nasdaq Common Stock to a competitor of Nasdaq, other than in a change of control of Nasdaq, a public offering or sale pursuant to Rule 144 under the Securities Act or in limited circumstances involving not more than 5% of the outstanding Nasdaq Common Stock. During the 18 months following the date of the Nasdaq Stockholders’ Agreement, Borse Dubai may participate pro rata in any repurchases by Nasdaq of Nasdaq Common Stock or may contribute Nasdaq Common Stock to the Trust, in each case in order to maintain its ownership percentage of Nasdaq at or below 19.99%.

Transfer Restrictions

Section 2.01. Transfer by Holders.

(a) Prior to the earlier of (x) nine months following the Merger Closing, (y) 18 months after the date hereof and (z) October 24, 2005 if the Merger Agreement has been terminated prior to such date and the Series A Redemption Date (as defined in the Indenture) does not occur on such date, no Holder shall transfer, sell, assign, or otherwise dispose of (“Transfer”) any of the Securities, except (A) in compliance with all applicable federal securities laws and (B):

(i) to one or more Affiliates;

(ii) to the Company or any of its Subsidiaries;

(iii) pursuant to a merger, consolidation, share exchange, tender offer or other similar transaction involving the Company;

(iv) with the prior written consent of the Company; or

(v) to JPM pursuant to the Loan Agreement and the Collateral Agreement.

For the avoidance of doubt, the conversion of the Notes and the exercise of the Warrants will not be deemed to be a Transfer.

(b) Notwithstanding anything in the foregoing to the contrary, no Holder shall Transfer any of the Securities to any Competitor except (i) pursuant to a merger, consolidation, share exchange, tender offer or other similar transaction involving the Company, (ii) in any such Transfer pursuant to a public offering or a sale pursuant to Rule 144 under the Securities Act, provided that the Holder does not have actual knowledge that a purchaser pursuant thereto is a Competitor, and (iii) to any investment bank or its Affiliate (x) in the capacity of an underwriter,

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placement agent, broker, dealer or similar function or (y) in a transaction (or series of related transactions) involving the transfer of Securities representing (on an as-converted basis) less than 5.0% of the outstanding Common Stock.

Section 2.02. Hedging Transactions.

(a) The H&F Entities will not enter into any hedging transactions with respect to the Securities it beneficially owns as of the date hereof.

(b) The SLP Entities will not enter into any hedging transactions with respect to the Securities it beneficially owns as of the date hereof.

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