Archipelago Holdings L L C Sample Contracts

Archipelago Holdings Inc – Archipelago Announces Fourth Quarter and 2005 Year End Results (January 31st, 2006)

CHICAGO, January 31, 2005 — /PRNewswire-FirstCall/ — Archipelago Holdings, Inc. (PCX: AX), owner and operator of the Pacific Exchange (PCX) and the Archipelago Exchange® (ArcaEx®) reported net income attributable to common stockholders of $16.3 million, or $0.34 per diluted share, for the year ended December 31, 2005, compared to $59.3 million, or $1.38 per diluted share, for the year ended December 31, 2004. On a sequential basis, for the fourth quarter of 2005, Archipelago reported a net loss of $(7.6) million, or $(0.17) per diluted share, down from net income of $7.8 million, or $0.16 per diluted share, for the third quarter of 2005.

Archipelago Holdings Inc – SECONDMENT AGREEMENT (January 25th, 2006)

This agreement (the “Secondment Agreement”), dated as of January 17, 2006, is made and entered into between New York Stock Exchange, Inc. (“NYSE”), a New York not-for-profit corporation, Archipelago Holdings, Inc. (“Arca”), a Delaware corporation, and Nelson Chai (“Chai”), an individual (each individually sometimes called a “Party,” and, collectively, the “Parties”).

Archipelago Holdings Inc – AMENDMENT TO AMENDED AND RESTATED SUPPORT AND LOCK-UP AGREEMENT (January 6th, 2006)

This AMENDMENT, dated as of December 30, 2005 (this “Amendment”), to the Amended and Restated Support and Lock-Up Agreement, dated as of July 20, 2005 (the “Lock-Up Agreement”), is by and between GSP, LLC (the “Stockholder”), in its capacity as a stockholder of Archipelago Holdings, Inc., a Delaware corporation (including any successor thereto, the “Archipelago”), and New York Stock Exchange, Inc., a New York Type-A not-for-profit corporation (the “NYSE”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Lock-Up Agreement.

Archipelago Holdings Inc – FORM OF AGREEMENT (December 30th, 2005)

THIS AGREEMENT, dated as of December 30, 2005, between Archipelago Holdings, Inc., a Delaware corporation (including any successor thereto, the “Company”), and the undersigned executive (the “Executive”) pertains to the Amended and Restated Change in Control Severance Agreement between the Company and the Executive dated as of June 15, 2004 (the “CIC Agreement”), Executive’s Restricted Stock Units issued under the Company 2004 Stock Incentive Plan (each an “RSU”) and Executive’s unvested stock options issued under various Company equity compensation plans (each a “Stock Option”), effective as of December 30, 2005.

Archipelago Holdings Inc – AGREEMENT (December 30th, 2005)

THIS AGREEMENT, dated as of December 30, 2005, between Archipelago Holdings, Inc., a Delaware corporation (including any successor thereto, the “Company”), and Gerald D. Putnam (the “Executive”) pertains to the Employment Agreement between the Company and the Executive dated as of December 19, 2001, as amended (the “Employment Agreement”), Executive’s Restricted Stock Units issued under the Company 2004 Stock Incentive Plan (each an “RSU”) and Executive’s unvested stock options issued under various Company equity compensation plans (each a “Stock Option”), is effective as of December 30, 2005.

Archipelago Holdings Inc – FORM OF AGREEMENT (December 30th, 2005)

THIS AGREEMENT, dated as of December 30, 2005, between Archipelago Holdings, Inc., a Delaware corporation (including any successor thereto, the “Company”), and the undersigned executive (the “Executive”) pertains to the Amended and Restated Change in Control Severance Agreement between the Company and the Executive dated as of June 15, 2004 (the “CIC Agreement”), Executive’s Restricted Stock Units issued under the Company 2004 Stock Incentive Plan (each an “RSU”) and Executive’s unvested stock options issued under various Company equity compensation plans (each a “Stock Option”), effective as of December 30, 2005.

Archipelago Holdings Inc – AGREEMENT (December 30th, 2005)

THIS AGREEMENT, dated as of December 30, 2005, between Archipelago Holdings, Inc., a Delaware corporation (including any successor thereto, the “Company”), and Gerald D. Putnam (the “Executive”) pertains to the Employment Agreement between the Company and the Executive dated as of December 19, 2001, as amended (the “Employment Agreement”), Executive’s Restricted Stock Units issued under the Company 2004 Stock Incentive Plan (each an “RSU”) and Executive’s unvested stock options issued under various Company equity compensation plans (each a “Stock Option”), is effective as of December 30, 2005.

Archipelago Holdings Inc – SUPPLEMENT, DATED NOVEMBER 23, 2005 (To Joint Proxy Statement/Prospectus dated November 3, 2005) ABOUT THIS DOCUMENT (November 25th, 2005)

This document supplements and updates certain information contained in the joint proxy statement/prospectus, dated November 3, 2005, that was sent to members of the New York Stock Exchange, Inc. (the “NYSE”) and the stockholders of Archipelago Holdings, Inc. (“Archipelago”) for the special meeting of the NYSE members and Archipelago stockholders, respectively, to consider and vote on the approval and adoption of the Agreement and Plan of Merger, dated as of April 20, 2005, as amended and restated as of July 20, 2005, and as amended as of October 20, 2005 and as of November 2, 2005 (the “merger agreement”), by and among the NYSE, Archipelago, NYSE Group, Inc. (“NYSE Group”), NYSE Merger Sub LLC, NYSE Merger Corporation Sub, Inc., and Archipelago Merger Sub, Inc. You should read this document together with the joint proxy statement/prospectus, which, except as revised or supplemented by this document, remains in full force and effect. To obtain additional copies of this document, or the

Archipelago Holdings Inc – ARCHIPELAGO HOLDINGS, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (November 8th, 2005)
Archipelago Holdings Inc – PCX HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS (November 8th, 2005)

We have audited the accompanying consolidated balance sheet of PCX Holdings, Inc. and Subsidiaries (the “Company”) as of December 31, 2004 and the related consolidated statements of operations, shareholders’ equity, total comprehensive income and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

Archipelago Holdings Inc – PCX HOLDINGS, INC. AND SUBSIDIARIES (November 8th, 2005)
Archipelago Holdings Inc – AMENDED AND RESTATED INDEMNITY AGREEMENT (November 7th, 2005)

THIS AMENDED AND RESTATED INDEMNITY AGREEMENT (“Agreement”), dated this 2nd day of November, 2005, is entered into between The Options Clearing Corporation, a Delaware corporation (the “Clearing Corporation”) and Pacific Exchange, Inc., a Delaware corporation (“Exchange”).

Archipelago Holdings Inc – AMENDMENT NO. 2 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (November 7th, 2005)

This AMENDMENT NO. 2, dated as of November 2, 2005 (this “Amendment”), to the Amended and Restated Agreement and Plan of Merger, dated as of July 20, 2005, as amended as of October 20, 2005 (the “Merger Agreement”), is by and among New York Stock Exchange, Inc., a New York Type A not-for-profit corporation (“NYSE”), Archipelago Holdings, Inc., a Delaware corporation (“Archipelago”), NYSE Group, Inc., a Delaware corporation (“NYSE Group”), NYSE Merger Sub LLC, a New York limited liability company (“NYSE Merger Sub LLC”), NYSE Merger Corporation Sub, Inc., a Delaware corporation (“NYSE Merger Corporation Sub”), and Archipelago Merger Sub, Inc., a Delaware corporation (“Archipelago Merger Sub”).

Archipelago Holdings Inc – AMENDMENT NO. 2 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (November 4th, 2005)

This AMENDMENT NO. 2, dated as of November 2, 2005 (this “Amendment”), to the Amended and Restated Agreement and Plan of Merger, dated as of July 20, 2005, as amended as of October 20, 2005 (the “Merger Agreement”), is by and among New York Stock Exchange, Inc., a New York Type A not-for-profit corporation (“NYSE”), Archipelago Holdings, Inc., a Delaware corporation (“Archipelago”), NYSE Group, Inc., a Delaware corporation (“NYSE Group”), NYSE Merger Sub LLC, a New York limited liability company (“NYSE Merger Sub LLC”), NYSE Merger Corporation Sub, Inc., a Delaware corporation (“NYSE Merger Corporation Sub”), and Archipelago Merger Sub, Inc., a Delaware corporation (“Archipelago Merger Sub”).

Archipelago Holdings Inc – Archipelago Announces Third Quarter 2005 Results (October 24th, 2005)

CHICAGO, October 24, 2005 — /PRNewswire-FirstCall/ — Archipelago Holdings, Inc. (PCX: AX), owner and operator of the Archipelago Exchange® (ArcaEx®), the nation’s first totally open, all-electronic stock exchange, reported net income of $7.8 million, or $0.16 per diluted share, for the third quarter of 2005, up from the $3.0 million net income, or $0.06 per diluted share, recorded in the second quarter of 2005.

Archipelago Holdings Inc – NEWS RELEASE (September 13th, 2005)
Archipelago Holdings Inc – Archipelago Announces Second Quarter 2005 Results (July 25th, 2005)

CHICAGO, July 25, 2005 — /PRNewswire-FirstCall/ — Archipelago Holdings, Inc. (PCX: AX), owner and operator of the Archipelago Exchange® (ArcaEx®), the nation’s first totally open, all-electronic stock exchange, reported net income of $3.0 million, or $0.06 per diluted share, for the second quarter of 2005, down from the $13.2 million net income, or $0.28 per diluted share, reported in the first quarter of 2005.

Archipelago Holdings Inc – AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER Among PCX HOLDINGS, INC., ARCHIPELAGO HOLDINGS, INC. and NEW APPLE ACQUISITIONS CORPORATION Dated as of July 22, 2005 (July 22nd, 2005)

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of July 22, 2005, among PCX Holdings, Inc., a Delaware corporation (the “Company”), Archipelago Holdings, Inc., a Delaware corporation (“Parent”), and New Apple Acquisitions Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”, the Company and Merger Sub sometimes being hereinafter collectively referred to as the “Constituent Corporations”).

Archipelago Holdings Inc – AGREEMENT AND PLAN OF MERGER by and among NEW YORK STOCK EXCHANGE, INC., ARCHIPELAGO HOLDINGS, INC. and SUCH OTHER PERSONS THAT BECOME SIGNATORIES HERETO PURSUANT TO THE TERMS HEREOF Dated as of April 20, 2005 (April 26th, 2005)

This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of April 20, 2005, is by and among New York Stock Exchange, Inc., a New York Type A not-for-profit corporation ("NYSE"), Archipelago Holdings, Inc., a Delaware corporation ("Archipelago"), and such other Persons that become signatories hereto pursuant to the terms hereof.

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Filed by Archipelago Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934

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Filed by Archipelago Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934

Archipelago Holdings Inc – Archipelago Announces Conference Call and First Quarter 2005 Results (April 20th, 2005)

CHICAGO, April 20, 2005 — /PRNewswire-FirstCall/ — Archipelago Holdings, Inc. (PCX: AX), owner and operator of the Archipelago ExchangeSM (ArcaEx®), the nation’s first totally open, all-electronic stock exchange, will hold a conference call today at 4:30pm (EST). The dial-in information for the call is 866-320-4707 and the pass code is 779799. A webcast will also be available on the Archipelago website at www.archipelago.com.

Archipelago Holdings Inc – AGREEMENT AND PLAN OF MERGER Among PCX HOLDINGS, INC., ARCHIPELAGO HOLDINGS, INC. and NEW APPLE ACQUISITIONS CORPORATION Dated as of January 3, 2005 (March 4th, 2005)

AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of January 3, 2005, among PCX Holdings, Inc., a Delaware corporation (the “Company”), Archipelago Holdings, Inc., a Delaware corporation (“Parent”), and New Apple Acquisitions Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”, the Company and Merger Sub sometimes being hereinafter collectively referred to as the “Constituent Corporations”).

Archipelago Holdings Inc – ARCHIPELAGO HOLDINGS 2004 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (February 10th, 2005)

THIS AWARD AGREEMENT, made this day of , 2005 (the “Grant Date”), by and between Archipelago Holdings, Inc., a Delaware corporation (the “Company”), and (the “Employee”) pursuant to the Archipelago Holdings 2004 Stock Incentive Plan (the “Plan”).

Archipelago Holdings Inc – ARCHIPELAGO HOLDINGS, INC. JANUARY 28, 2005 BOARD OF DIRECTORS RESOLUTION (February 3rd, 2005)

Upon the recommendation of the Corporate Governance and Nominating Committee, the Board of Directors (the “Board”) of Archipelago Holdings, Inc. (“Archipelago”) hereby revises its annual compensation program (effective for 2005 and thereafter) for directors who are not employees of Archipelago or any of its affiliates and who are not otherwise excluded in writing by the Board from receiving such compensation to provide for the following:

Archipelago Holdings Inc – Archipelago Announces Fourth Quarter and 2004 Year End Results (January 21st, 2005)

CHICAGO, January 21, 2005 — /PRNewswire-FirstCall/ — Archipelago Holdings, Inc. (PCX: AX), owner and operator of the Archipelago Exchange® (ArcaEx®), the nation’s first totally open, all-electronic stock exchange, reported net income attributable to common stockholders of $59.3 million, or $1.38 per diluted share, for the year ended December 31, 2004, compared to $1.8 million, or $0.05 per diluted share, for the year ended December 31, 2003. On a sequential basis, for the fourth quarter of 2004, net income was $12.5 million, or $0.26 per diluted share, up from $7.5 million, or $0.17 per diluted share, reported for the third quarter of 2004.

Archipelago Holdings Inc – AGREEMENT AND PLAN OF MERGER Among PCX HOLDINGS, INC., ARCHIPELAGO HOLDINGS, INC. and NEW APPLE ACQUISITIONS CORPORATION Dated as of January 3, 2005 (January 4th, 2005)

AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of January 3, 2005, among PCX Holdings, Inc., a Delaware corporation (the “Company”), Archipelago Holdings, Inc., a Delaware corporation (“Parent”), and New Apple Acquisitions Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”, the Company and Merger Sub sometimes being hereinafter collectively referred to as the “Constituent Corporations”).

Archipelago Holdings Inc – PARAMOUNT GROUP, INC. as Agent for 1177 AVENUE OF THE AMERICAS, L.P. (November 9th, 2004)

LEASE, dated as of November 3, 2004 between PARAMOUNT GROUP, INC., as Agent for 1177 AVENUE OF THE AMERICAS, L.P. (Landlord), having offices at 1633 Broadway, Suite 1801, New York, NY 10019 and ARCHIPELAGO HOLDINGS, INC. (Tenant), an Illinois corporation, having an office at 100 South Wacker Drive, Suite 1800, Chicago, IL 60606(Lease).

Archipelago Holdings Inc – ARCHIPELAGO ANNOUNCES THIRD QUARTER 2004 RESULTS (October 25th, 2004)

CHICAGO, IL – October 25, 2004 - Archipelago Holdings, Inc. (PCX: AX), owner and operator of the Archipelago ExchangeSM (ArcaEx®), the nation’s first totally open, all-electronic stock exchange, reported net income attributable to common stockholders of $7.5 million, or $0.17 per diluted share, for the third quarter of 2004.

Archipelago Holdings L L C – FORM OF INDEMNIFICATION AGREEMENT (August 5th, 2004)

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of the 10th day of February 2004, by and between Archipelago Holdings, L.L.C., a Delaware limited liability company (“Archipelago LLC”) and each of the Indemnitees listed on the signature pages to this agreement (each, an “Indemnitee”, and collectively, the “Indemnitees”) as such signature pages may be amended and supplemented from time to time.

Archipelago Holdings L L C – LICENSE AND DISTRIBUTION AGREEMENT (August 5th, 2004)

TOWNSEND ANALYTICS, LTD., an Illinois corporation (“TAL”), hereby grants to Wave Securities, L.L.C., a professional subscriber pursuant to applicable exchange requirements in effect from time to time (“Subscriber”), and Subscriber hereby agrees to and accepts from TAL, a personal, non-exclusive, non-transferable license (i) to use the machine readable version of the software selected by Subscriber as identified in Schedule A attached hereto and any corresponding user manual(s) or other user documentation (collectively, the “Licensed Product”); (ii) to use the Licensed Product to receive, access and/or display over Subscriber’s computer and/or equipment, fixed or portable, the market information consisting of securities and commodity prices, other information and other data (collectively “TAL DataÔ“) that is provided by stock exchanges, commodity exchanges, news and other information sources (collectively “Sources”), which includes, but is not limited to, those Sources selected by Subsc

Archipelago Holdings L L C – Form of Underwriting Agreement (August 5th, 2004)
Archipelago Holdings L L C – The parties have agreed that Schedule 2.1 to the Agreement shall be deleted in its entirety effective as of May 15, 2004, and this Schedule 2.1 shall be inserted in lieu thereof. Except as expressly provided herein, the Agreement shall remain in full force and effect in accordance with its terms. (August 5th, 2004)

Notwithstanding anything to the contrary set forth in the Agreement, including Section 1.1 thereof, the term of the Agreement shall expire on May 15, 2005, and the term of the Agreement shall thereafter automatically renew for successive six month periods ending on November 15 and May 15 unless either party gives written notice to the other party of its intention not to renew the Agreement at least 90 days prior to the end of such term or renewal term. The description of Assistance as described in Section A and Section B below is intended to be a description of assistance and support previously provided by TAL to Archipelago, and is not intended to be an expansion or contraction of such assistance or support (except to the extent set forth in Section C below or as otherwise expressly agreed upon in writing by the parties). Any assistance or support beyond the scope of the Assistance described herein and that certain Description of Support and Assistance Provided by Townsend Analytics,

Archipelago Holdings L L C – BNP PARIBAS BROKERAGE SERVICES, Inc. Order Routing Services Agreement (August 5th, 2004)

This Agreement sets forth the terms and conditions under which BNP Paribas Brokerage Services, Inc. (“BNPPBS”) will provide order routing services to Archipelago LLC (“ARCA”) and is made as of this 8th day of February, 2001

Archipelago Holdings L L C – FULLY DISCLOSED CLEARING AGREEMENT BETWEEN SPEAR, LEEDS & KELLOGG AND WAVE SECURITIES LLC (August 5th, 2004)

This AGREEMENT is made and entered into as of this 7th day of May, 2004 by and between Spear, Leeds & Kellogg, L.P. (“SLK”) and Wave Securities LLC (“Broker”).