BATS Global Markets, Inc. Sample Contracts

BATS Global Markets, Inc. – FORM OF BATS GLOBAL MARKETS, INC. AMENDED AND RESTATED LONG TERM INCENTIVE PLAN (March 21st, 2012)
BATS Global Markets, Inc. – FORM OF CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BATS GLOBAL MARKETS, INC. (March 12th, 2012)

BATS Global Markets, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows:

BATS Global Markets, Inc. – [ ] Shares BATS GLOBAL MARKETS, INC. CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT (March 12th, 2012)
BATS Global Markets, Inc. – BATS GLOBAL MARKETS, INC. LONG TERM INCENTIVE PLAN FORM OF RESTRICTED STOCK AWARD (February 23rd, 2012)

Subject to the terms and conditions set forth in this grant letter (“Grant Letter”) and the agreement attached as Exhibit A (the Grant Letter and the agreement attached as Exhibit A together constituting the “Agreement”), BATS Global Markets, Inc., a Delaware corporation (the “Company”), has granted you as of the Grant Date set forth below an award of Restricted Stock (the “Award”). The Award is granted under and is subject to the BATS Global Markets, Inc. Long Term Incentive Plan (the “Plan”). Unless defined in this Agreement, capitalized terms shall have the meanings assigned to them in the Plan. In the event of a conflict among the provisions of the Plan, this Agreement and any descriptive materials provided to you, the provisions of the Plan shall control.

BATS Global Markets, Inc. – From: BATS Global Markets, Inc 8050 Marshall Drive Lenexa, KS 66214 United States of America and Omicron Acquisition Corp Corporation Trust Center 1209 Orange Street City of Wilmington County of New Castle Delaware 19801 United States of America To: Chi-X Europe Limited (February 23rd, 2012)

We refer to the Share Exchange and Purchase Agreement relating to the exchange, sale and purchase of shares in Chi-X Europe Limited dated 18 February 2011 and entered into between ourselves and the entities to whom this letter is addressed (the “Sale Agreement”). Capitalised terms used but not defined in this Amendment Agreement shall, unless the context dictates otherwise, have the same meaning as is given to them in the Sale Agreement.

BATS Global Markets, Inc. – INSTINET HOLDINGS INCORPORATED and CHI-X EUROPE LIMITED SOFTWARE LICENCE AGREEMENT (February 23rd, 2012)

1. INSTINET HOLDINGS INCORPORATED, a Delaware corporation with its principal office at 1095 Avenue of the Americas, New York, NY, 10036 (the “Licensor”); and

BATS Global Markets, Inc. – FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BATS GLOBAL MARKETS, INC. (February 23rd, 2012)

BATS Global Markets, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

BATS Global Markets, Inc. – FORM OF BATS GLOBAL MARKETS, INC. LONG TERM INCENTIVE PLAN (February 23rd, 2012)
BATS Global Markets, Inc. – THIS DEED OF VARIATION is made on February 17, 2011 BETWEEN (February 23rd, 2012)
BATS Global Markets, Inc. – FORM OF SECOND AMENDED AND RESTATED BYLAWS OF BATS GLOBAL MARKETS, INC. (February 23rd, 2012)
BATS Global Markets, Inc. – THIS DEED OF VARIATION is made on 31 January 2012 BETWEEN (February 23rd, 2012)
BATS Global Markets, Inc. – FORM OF SHAREHOLDER AGREEMENT (February 23rd, 2012)

This SHAREHOLDER AGREEMENT dated as of [            ], 2012 (this “Agreement”), by and between BATS Global Markets, Inc., a Delaware corporation (the “Company”) and [strategic investor], a holder of Class B Stock (as defined below) (such holder being herein called the “Shareholder”).

BATS Global Markets, Inc. – DATED 18 FEBRUARY 2011 THE SELLERS (as defined herein) and BATS GLOBAL MARKETS, INC and OMICRON ACQUISITION CORP and CHI-X EUROPE LIMITED SHARE EXCHANGE AND PURCHASE AGREEMENT relating to the exchange, sale and purchase of shares in Chi-X Europe Limited Slaughter and May One Bunhill Row London EC1Y 8YY (RJZS/RAI) (February 23rd, 2012)
BATS Global Markets, Inc. – FORM OF BATS GLOBAL MARKETS, INC. CASH INCENTIVE PLAN (February 23rd, 2012)
BATS Global Markets, Inc. – BATS EMPLOYMENT AND CONFIDENTIALITY/NON-COMPETITION AGREEMENT (May 13th, 2011)

THIS AGREEMENT is made, entered into and effective as of November 3rd, 2008, by and between BATS Exchange, Inc., a Delaware corporation (hereinafter “Company”) and Christopher A Isaacson, an individual (hereinafter “Employee”).

BATS Global Markets, Inc. – BATS EMPLOYMENT AND CONFIDENTIALITY/NON-COMPETITION AGREEMENT (May 13th, 2011)

THIS AGREEMENT is made, entered into and effective as of November 1, 2008, by and between BATS Exchange, Inc., a Delaware corporation (hereinafter “Company”) and Craig Perrigo, an individual (hereinafter “Employee”).

BATS Global Markets, Inc. – BATS HOLDINGS, INC. SUBSTITUTE 2008 STOCK OPTION AND AWARD AGREEMENT EFFECTIVE DATE JANUARY 1, 2008 (May 13th, 2011)

THIS SUBSTITUTE STOCK OPTION AND AWARD AGREEMENT (this “Agreement”) is made and entered into by and between BATS Holdings, Inc., a Delaware corporation (the “Company”), and David R. Cummings (the “Optionee”) on the effective date set forth above (“Effective Date”).

BATS Global Markets, Inc. – BATS EMPLOYMENT AND CONFIDENTIALITY/NON-COMPETITION AGREEMENT (May 13th, 2011)

THIS AGREEMENT is made, entered into and effective as of 3/1, 2011, by and between BATS Exchange, Inc., a Delaware corporation (hereinafter “Company”) and Brian N. Schell, an individual (hereinafter “Employee”).

BATS Global Markets, Inc. – INVESTOR RIGHTS AGREEMENT (May 13th, 2011)

THIS INVESTOR RIGHTS AGREEMENT (this Agreement”) is made and entered into effective as of the 1st day of January, 2008, by and among BATS Holdings, Inc. (n/k/a BATS Global Markets, Inc.), a Delaware corporation (the “Company”), and all stockholders of the Company signatory hereto or who hereafter become a party to this Agreement (the “Stockholders”).

BATS Global Markets, Inc. – BATS EMPLOYMENT AND CONFIDENTIALITY/NON-COMPETITION AGREEMENT (May 13th, 2011)

THIS AGREEMENT is made, entered into and effective as of Oct 31, 2008, by and between BATS Exchange, Inc., a Delaware corporation (hereinafter “Company”) and Joe Ratterman, an individual (hereinafter “Employee”).

BATS Global Markets, Inc. – Dated BATS TRADING LIMITED and MARK HEMSLEY SERVICE AGREEMENT Subject to Contract Speechly Bircham LLP (May 13th, 2011)

(1) BATS TRADING LIMITED, a company, registered in England (registered no 6547680) whose registered office is at 6 St Andrew Street, London EC4A 3LX (the Company); and

BATS Global Markets, Inc. – BATS EMPLOYMENT AND CONFIDENTIALITY/NON-COMPETITION AGREEMENT (May 13th, 2011)

THIS AGREEMENT is made, entered into and effective as of March 9th, 2009, by and between BATS Exchange, Inc., a Delaware corporation (hereinafter “Company”) and Jeromee Johnson, an individual (hereinafter “Employee”).

BATS Global Markets, Inc. – BATS EMPLOYMENT AND CONFIDENTIALITY/NON-COMPETITION AGREEMENT (May 13th, 2011)

THIS AGREEMENT is made, entered into and effective as of 11/1, 2008, by and between BATS Exchange, Inc., a Delaware corporation (hereinafter “Company”) and Tamara E. Schademann, an individual (hereinafter “Employee”).

BATS Global Markets, Inc. – BATS GLOBAL MARKETS, INC. 2009 STOCK OPTION PLAN ADOPTED: APRIL 3, 2009 EFFECTIVE DATE: APRIL 3, 2009 (May 13th, 2011)

BATS Global Markets, Inc., a Delaware corporation, does hereby establish and adopt the BATS Global Markets, Inc. 2009 Stock Option Plan, as set forth herein on the date set forth above for the purpose of providing a means by which selected Associates, may be given an opportunity to benefit from increased financial performance of the Company through the granting of Nonstatutory Stock Options.

BATS Global Markets, Inc. – BATS EMPLOYMENT AND CONFIDENTIALITY/NON-COMPETITION AGREEMENT (May 13th, 2011)

THIS AGREEMENT is made, entered into and effective as of June 1, 2010, by and between BATS Exchange, Inc., a Delaware corporation (hereinafter “Company”) and Ken Conklin III, an individual (hereinafter “Employee”).

BATS Global Markets, Inc. – BATS HOLDINGS, INC. 2008 STOCK OPTION PLAN STOCK OPTION AWARD AGREEMENT (May 13th, 2011)

This Stock Option Award Agreement (“Agreement”) is made and entered into, as of the Grant Date set forth on the signature page hereto, by and between BATS Holdings, Inc., a Delaware corporation (the “Company”), and                      (“Optionee”).

BATS Global Markets, Inc. – PAGE ARTICLE I OFFICES 1 ARTICLE II STOCKHOLDERS MEETINGS 1 SECTION 2.01 PLACE OF MEETINGS 1 SECTION 2.02 ANNUAL MEETING 1 SECTION 2.03 SPECIAL MEETINGS 3 SECTION 2.04 NOTICE OF MEETINGS 3 SECTION 2.05 QUORUM 3 SECTION 2.06 ADJOURNMENT AND NOTICE OF ADJOURNED MEETINGS 4 SECTION 2.07 VOTING RIGHTS 4 SECTION 2.08 JOINT OWNERS OF STOCK 4 SECTION 2.09 LIST OF STOCKHOLDERS 5 SECTION 2.10 ACTION WITHOUT MEETING 5 SECTION 2.11 ORGANIZATION 5 ARTICLE III DIRECTORS 6 SECTION 3.01 NUMBER AND TERM OF OFFICE 6 SECTION 3.02 POWERS 6 SECTION 3.03 VACANCIES 6 SECTION 3.04 RESIGNATION 7 SECTION 3.05 REMOVAL 7 (May 13th, 2011)

The initial registered office of the Corporation in the State of Delaware shall be located at 1209 Orange Street in the City of Wilmington, County of New Castle, State of Delaware. The initial registered agent at such address shall be The Corporation Trust Company. The Corporation may have such other office or offices, either within of without the State of Delaware, as the Board of Directors may from time to time designate or as the purposes of the Corporation may require from time to time.

BATS Global Markets, Inc. – AMENDED AND RESTATED BATS GLOBAL MARKETS, INC. 2008 STOCK OPTION PLAN ORIGINALLY ADOPTED: JANUARY 1, 2008 AMENDED AND RESTATED AS OF: APRIL 3, 2009 EFFECTIVE DATE: JANUARY 1, 2008 (May 13th, 2011)

BATS Global Markets, Inc. (f/k/a BATS Holdings, Inc.), a Delaware corporation (the “Company”), adopted the BATS Holdings, Inc. 2008 Stock Option Plan, effective January 1, 2008 (“Former Plan”) for the purpose of providing a means by which selected Associates, may be given an opportunity to benefit from increased financial performance of the Company through the granting of Nonstatutory Stock Options. Pursuant to Section 14.1 thereof, the Former Plan was amended and restated in the form of this Amended and Restated BATS Global Markets, Inc. 2008 Stock Option Plan (the “Plan”), as of the date set forth above in order to reflect a change in the name of the Company and to make certain other technical changes.

BATS Global Markets, Inc. – BATS GLOBAL MARKETS, INC. 2009 STOCK OPTION PLAN STOCK OPTION AWARD AGREEMENT (May 13th, 2011)

This Stock Option Award Agreement (“Agreement”) is made and entered into, as of the Date set forth on the signature page hereto, by and between BATS Global Markets, Inc., a Delaware corporation (the “Company”), and                      (“Optionee”).

BATS Global Markets, Inc. – BATS EMPLOYMENT AND CONFIDENTIALITY/NON-COMPETITION AGREEMENT (May 13th, 2011)

THIS AGREEMENT is made, entered into and effective as of 11/01, 2008, by and between BATS Exchange, Inc., a Delaware corporation (hereinafter “Company”) and Eric Swanson, an individual (hereinafter “Employee”).

BATS Global Markets, Inc. – BATS GLOBAL MARKETS, INC. 2008 STOCK OPTION PLAN FIRST AMENDMENT TO STOCK OPTION AWARD AGREEMENT (May 13th, 2011)

This First Amendment to Stock Option Award Agreement (“Amendment”) is made and entered into, as of the Date set forth on the signature page hereto, by and between BATS Global Markets, Inc. (f/k/a BATS Holdings, Inc.), a Delaware corporation (the “Company”), and                      (“Optionee”).