] Shares BATS GLOBAL MARKETS, INC. CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • March 12th, 2012 • BATS Global Markets, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
The stockholders named in Schedule I hereto (the “Selling Stockholders”) of BATS Global Markets, Inc., a Delaware corporation (the “Company”), severally propose to sell to the several Underwriters named in Schedule II hereto (the “Underwriters”) an aggregate of [ ] shares of the Class A Common Stock, par value $0.01 per share, of the Company (the “Firm Shares”), each Selling Stockholder selling the amount set forth opposite such Selling Stockholder’s name in Schedule I hereto.
BATS EMPLOYMENT AND CONFIDENTIALITY/NON-COMPETITION AGREEMENTBats Employment And • May 13th, 2011 • BATS Global Markets, Inc. • Kansas
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 HOLDINGS, INC.Stock Option Award Agreement • May 13th, 2011 • BATS Global Markets, Inc. • Delaware
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”).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • May 13th, 2011 • BATS Global Markets, Inc. • Delaware
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 HOLDINGS, INC. SUBSTITUTE 2008 STOCK OPTION AND AWARD AGREEMENT EFFECTIVE DATE JANUARY 1, 2008Option and Award Agreement • May 13th, 2011 • BATS Global Markets, Inc. • Delaware
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.Stock Option Award Agreement • May 13th, 2011 • BATS Global Markets, Inc.
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”).
Dated BATS TRADING LIMITED and MARK HEMSLEY SERVICE AGREEMENT Subject to Contract Speechly Bircham LLP London EC4A 3LX Tel: +44 (0)20427 6400 Fax: +44 (0)20427 6600 Ref TM/JAB/323587 Doc 4844333.4Service Agreement • May 13th, 2011 • BATS Global Markets, Inc. • England
INSTINET HOLDINGS INCORPORATED and CHI-X EUROPE LIMITED SOFTWARE LICENCE AGREEMENTSoftware Licence Agreement • February 23rd, 2012 • BATS Global Markets, Inc. • Security & commodity brokers, dealers, exchanges & services • England
THIS DEED OF VARIATION is made on 31 January 2012 BETWEENBATS Global Markets, Inc. • February 23rd, 2012 • Security & commodity brokers, dealers, exchanges & services
THIS DEED OF VARIATION is made on February 17, 2011 BETWEEN INTRODUCTION AGREED TERMSBATS Global Markets, Inc. • February 23rd, 2012 • Security & commodity brokers, dealers, exchanges & services
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...Share Exchange and Purchase Agreement • February 23rd, 2012 • BATS Global Markets, Inc. • Security & commodity brokers, dealers, exchanges & services
From: BATS Global Markets, Inc Lenexa, KS 66214 United States of America and Omicron Acquisition Corp Corporation Trust Center City of Wilmington County of New Castle Delaware 19801 United States of America To: Chi-X Europe Limited London EC3R 6AF and...BATS Global Markets, Inc. • February 23rd, 2012 • Security & commodity brokers, dealers, exchanges & services
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.
FORM OF SHAREHOLDER AGREEMENTForm of Shareholder Agreement • February 23rd, 2012 • BATS Global Markets, Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
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. LONG TERM INCENTIVE PLAN FORM OF RESTRICTED STOCK AWARDRestricted Stock Agreement • February 23rd, 2012 • BATS Global Markets, Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
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.
