International Securities Exchange, Inc. Sample Contracts

·] Shares INTERNATIONAL SECURITIES EXCHANGE, INC. CLASS A COMMON STOCK $.01 PAR VALUE UNDERWRITING AGREEMENT
Underwriting Agreement • November 10th, 2005 • International Securities Exchange, Inc. • Security & commodity brokers, dealers, exchanges & services • New York

The undersigned understands that Goldman, Sachs & Co. and UBS Securities LLC propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with International Securities Exchange, Inc., a Delaware corporation (the “Company”), and the Selling Shareholders named in Schedule I thereto, providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule II to the Underwriting Agreement (the “Underwriters”), including Goldman, Sachs & Co. and UBS Securities LLC, of shares (the “Shares”) of the Class A Common Stock, $.01 par value, of the Company (the “Common Stock”).

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FORM OF EMPLOYMENT AGREEMENT
Employment Agreement • May 16th, 2005 • International Securities Exchange, Inc. • Security & commodity brokers, dealers, exchanges & services • New York

This EMPLOYMENT AGREEMENT is made and entered into as of the day of , by and between International Securities Exchange, Inc., a Delaware corporation (“ISE”), and (the “Executive”).

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FORM OF STOCKHOLDERS AGREEMENT Dated as of May 31, 2002 among INTERNATIONAL SECURITIES EXCHANGE, INC. and THE OTHER PARTIES NAMED ON THE SIGNATURE PAGES HERETO
Stockholders Agreement • November 15th, 2004 • International Securities Exchange, Inc. • Security & commodity brokers, dealers, exchanges & services • New York

This Stockholders Agreement (this “Agreement”), dated as of May 31, 2002, among International Securities Exchange, Inc., a Delaware corporation (the “Company”), and the other parties named on the signature pages hereto (the “Stockholders”).

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FORM of COUNTERPART to the STOCKHOLDERS AGREEMENT
Stockholders Agreement • October 6th, 2004 • International Securities Exchange, Inc. • Security & commodity brokers, dealers, exchanges & services • New York

COUNTERPART to the STOCKHOLDERS AGREEMENT, dated as of May 31, 2002, among International Securities Exchange, Inc., a Delaware corporation (“ISE”) and the other parties named on the signature pages thereto (such other parties, together with all subsequent holders of capital stock of ISE that are parties to the Stockholders Agreement (as defined below), are referred to herein as the “Stockholders”), (the “Stockholders Agreement”), made as of , by (“New Stockholder”), and acknowledged by ISE.

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Delivery and Licence Agreement
Delivery and Licence Agreement • November 15th, 2004 • International Securities Exchange, Inc. • Security & commodity brokers, dealers, exchanges & services

This Agreement is entered into this day of , 1998 between OM Technology AB, Brunkebergstorg 2, 103 26 Stockholm, Sweden, incorporated in Sweden under the registration number 556314-8138 (“OMT”), Sweden and International Securities Exchange LLC, formed under the laws of the State of New York (“Customer”), USA, to govern the delivery and licence of computer software and services.

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SUPPORT AGREEMENT Among INTERNATIONAL SECURITIES EXCHANGE, INC., OM TECHNOLOGY AB, And OM HEX AB December 23, 2003
Support Agreement • January 14th, 2005 • International Securities Exchange, Inc. • Security & commodity brokers, dealers, exchanges & services • New York

International Securities Exchange, Inc. (the “ISE”), a company with its principal place of business at 60 Broad Street, New York, NY.

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AMENDMENT NO. 1 TO THE STOCKHOLDERS AGREEMENT among INTERNATIONAL SECURITIES EXCHANGE, INC. and THE STOCKHOLDERS
Stockholders Agreement • January 14th, 2005 • International Securities Exchange, Inc. • Security & commodity brokers, dealers, exchanges & services • New York

This Amendment No. 1 to the Stockholders Agreement (this “Agreement”), effective as of the Effective Date (as defined below), among International Securities Exchange, Inc., a Delaware corporation (the “Company”), and the Stockholders. Capitalized terms not defined in this Agreement have the meaning ascribed to them in the Stockholders Agreement (the “Stockholders Agreement”), dated May 31, 2002 among the Company and the Stockholders.

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AMENDMENT AND SUPPLEMENT TO THE DELIVERY AND LICENSE AGREEMENT AND THE SUPPORT AGREEMENT Between OM (US) INC., OM TECHNOLOGY AB, OM HEX AB, And INTERNATIONAL SECURITIES EXCHANGE, INC. Dated as of June 30, 2004
Delivery and License Agreement • October 6th, 2004 • International Securities Exchange, Inc. • Security & commodity brokers, dealers, exchanges & services

This AMENDMENT AND SUPPLEMENT TO THE DELIVERY AND LICENSE AGREEMENT AND SUPPORT AGREEMENT shall be effective as of June 30, 2004 (the “Effective Date”) between OM (US) Inc. (“OMUS”), OM Technology AB (“OMAB”), OM HEX AB (“OMHEX”), and International Securities Exchange, Inc. (“ISE”) (collectively, the “Parties”).

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NOVATION AGREEMENT
Novation Agreement • October 6th, 2004 • International Securities Exchange, Inc. • Security & commodity brokers, dealers, exchanges & services
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AGREEMENT AND PLAN OF MERGER BY AND AMONG EUREX FRANKFURT AG, IVAN ACQUISITION CO. AND INTERNATIONAL SECURITIES EXCHANGE HOLDINGS, INC. DATED AS OF APRIL 30, 2007
Merger Agreement • May 1st, 2007 • International Securities Exchange Holdings, Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of April 30, 2007 (this “Agreement”), is by and among Eurex Frankfurt AG, an Aktiengesellschaft organized under the laws of the Federal Republic of Germany (the “Parent”), Ivan Acquisition Co., a Delaware corporation and a wholly owned indirect subsidiary of the Parent (the “Merger Sub”), and International Securities Exchange Holdings, Inc., a Delaware corporation (the “Company”).

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FORM OF ADHESION AGREEMENT TO THE STOCKHOLDERS AGREEMENT AND AMENDMENT NO. 1 TO THE STOCKHOLDERS AGREEMENT
Adhesion Agreement to the Stockholders Agreement and Amendment No. 1 to the Stockholders Agreement • November 18th, 2005 • International Securities Exchange, Inc. • Security & commodity brokers, dealers, exchanges & services

The undersigned stockholder of International Securities Exchange, Inc. (the “Company”) hereby agrees to be bound in such capacity as a party to that certain Stockholders Agreement of the Company dated May 31, 2002, as amended by that certain Amendment to Stockholders Agreement, effective as of December 13, 2004, and acknowledges receipt of copies thereof.

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MEMORANDUM OF AGREEMENT
Memorandum of Agreement • May 10th, 2007 • International Securities Exchange Holdings, Inc. • Security & commodity brokers, dealers, exchanges & services • Ontario
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Licensor: OMX (US) Inc. (“Licensor”) Licensor Guarantor: OMX AB (“Guarantor”) Licensee: International Securities Exchange, Inc., or ISE (“Licensee”) Purpose: The purpose of this Agreement is to agree to the material terms and conditions that will be...
Licensing Agreement • November 13th, 2006 • International Securities Exchange Holdings, Inc. • Security & commodity brokers, dealers, exchanges & services

* Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respected to the omitted portions.

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Contract
Support Agreement • November 13th, 2006 • International Securities Exchange Holdings, Inc. • Security & commodity brokers, dealers, exchanges & services

This AMENDMENT AND SUPPLEMENT TO THE SUPPORT AGREEMENT shall be effective as of January 17, 2006 (the “Effective Date”) between OMX (US) Inc. (“OMX”), OMX AB (“OMX AB”), and International Securities Exchange, Inc. (“ISE”) (collectively, the “Parties”).

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September 28, 2006 Magnus Böcker President and Chief Executive Officer OMX AB Norrlandsgatan 31 SE-105 78 Stockholm Sweden Roland Tibell President OMX (US) Inc.
Amendment to Agreement • November 13th, 2006 • International Securities Exchange Holdings, Inc. • Security & commodity brokers, dealers, exchanges & services
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AGREEMENT AND PLAN OF MERGER OF INTERNATIONAL SECURITIES EXCHANGE, INC. ETC ACQUISITION CORP. AND EXCHANGE TECHNOLOGY CORP.
Merger Agreement • August 27th, 2004 • International Securities Exchange, Inc. • Security & commodity brokers, dealers, exchanges & services • New York

AGREEMENT AND PLAN OF MERGER, dated this 10th day of April, 2002 (this “Agreement”), by and among International Securities Exchange, Inc., a Delaware corporation (“Parent”), ETC Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Sub”), and Exchange Technology Corp., a Nevada corporation (“ETC”). Sub and ETC are sometimes hereinafter referred to together as the “Constituent Corporations”.

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NON-QUALIFIED STOCK OPTION AGREEMENT pursuant to the INTERNATIONAL SECURITIES EXCHANGE, INC. OMNIBUS STOCK PLAN
Non-Qualified Stock Option Agreement • March 31st, 2005 • International Securities Exchange, Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between International Securities Exchange, Inc., a company organized in the State of Delaware (the “Company”), and the Optionee specified above (the “Optionee”), pursuant to the International Securities Exchange, Inc. Omnibus Stock Plan, as in effect and as amended from time to time (the “Plan”); and

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AGREEMENT AND PLAN OF MERGER OF INTERNATIONAL SECURITIES EXCHANGE LLC, AND INTERNATIONAL SECURITIES EXCHANGE, INC.
Merger Agreement • August 27th, 2004 • International Securities Exchange, Inc. • Security & commodity brokers, dealers, exchanges & services • New York

AGREEMENT AND PLAN OF MERGER, dated this 14th day of December, 2001 (this “Agreement”), by and between International Securities Exchange LLC, a New York limited liability company (“Old ISE”), and International Securities Exchange, Inc., a Delaware corporation and wholly-owned subsidiary of Old ISE (“New ISE”). Old ISE and New ISE are sometimes hereinafter referred to together as the “Constituent Corporations”.

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NOVATION AGREEMENT
Novation Agreement • August 27th, 2004 • International Securities Exchange, Inc. • Security & commodity brokers, dealers, exchanges & services
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LIMITED LIABILITY COMPANY AGREEMENT OF INTERNATIONAL SECURITIES EXCHANGE, LLC
Limited Liability Company Agreement • September 1st, 2006 • International Securities Exchange Holdings, Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware

International Securities Exchange Holdings, Inc., a Delaware corporation (the “Sole LLC Member”), hereby forms International Securities Exchange, LLC, a Delaware limited liability company (the “Company”), pursuant to and in accordance with the Delaware Limited Liability Company Act, 6 Del.C. § 18-101, et seq. (the “Act”), and hereby declares the following to be the Limited Liability Company Agreement (the “LLC Agreement”) of the Company.

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INTERNATIONAL SECURITIES EXCHANGE, INC. SECOND AMENDED AND RESTATED PLAN AND AGREEMENT OF REORGANIZATION AND MERGER
Plan and Agreement of Reorganization and Merger • September 1st, 2006 • International Securities Exchange Holdings, Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware

SECOND AMENDED AND RESTATED PLAN AND AGREEMENT OF REORGANIZATION AND MERGER (this “Agreement”), adopted and entered into as of June 28, 2006 by and among International Securities Exchange, Inc., a Delaware corporation (“ISE, Inc.”), International Securities Exchange Holdings, Inc., a Delaware corporation (“Holdco”), and International Securities Exchange, LLC, a Delaware limited liability company and wholly-owned subsidiary of Holdco (“ISE, LLC”). ISE, Inc. and ISE, LLC are sometimes hereinafter referred to together as the “Constituent Entities”.

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Contract
Delivery and License Agreement • July 2nd, 2004 • International Securities Exchange, Inc.

This AMENDMENT AND SUPPLEMENT TO THE DELIVERY AND LICENSE AGREEMENT AND THE SUPPORT AGREEMENT is made as of August , 2003 (the “Effective Date”) between OM TECHNOLOGY AB, a Swedish corporation with its principal place of business at Norrlandsgatan 31, SE-105 78 Stockholm (“OM Technology”), and International Securities Exchange, Inc., a Delaware corporation with its principal place of business at 60 Broad Street, New York, NY 10004 (“ISE”). OM Technology and ISE are hereinafter referred to collectively as the “Parties” or individually as a “Party”.

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SUBSCRIPTION AGREEMENT
Subscription Agreement • August 27th, 2004 • International Securities Exchange, Inc. • Security & commodity brokers, dealers, exchanges & services • New York

This Subscription Agreement (this “Agreement”), dated as of May , 2002, between International Securities Exchange, Inc., a Delaware corporation (the “Company”), and the parties named on the signature pages hereto (the “Stockholders”).

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·] Shares INTERNATIONAL SECURITIES EXCHANGE, INC. CLASS A COMMON STOCK $.01 PAR VALUE UNDERWRITING AGREEMENT
Underwriting Agreement • December 6th, 2005 • International Securities Exchange, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
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RESTRICTED STOCK AWARD AGREEMENT pursuant to the INTERNATIONAL SECURITIES EXCHANGE, INC. OMNIBUS STOCK PLAN
Restricted Stock Award Agreement • March 31st, 2005 • International Securities Exchange, Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between International Securities Exchange, Inc. (the “Company”), and the Participant specified above, pursuant to the International Securities Exchange, Inc. Omnibus Stock Plan as in effect and as amended from time to time (the “Plan”); and

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Contract
Delivery and License Agreement and Support Agreement • March 20th, 2006 • International Securities Exchange, Inc. • Security & commodity brokers, dealers, exchanges & services

This AMENDMENT AND SUPPLEMENT TO THE DELIVERY AND LICENSE AGREEMENT AND THE SUPPORT AGREEMENT is made as of December 14, 2005 (the “Effective Date”) between OMX (US) Inc. a New York corporation with its principal place of business at 140 Broadway, New York, NY 10005 (“OMX”), and International Securities Exchange, Inc., a Delaware corporation with its principal place of business at 60 Broad Street, New York, NY 10004 (“ISE”). OMX and ISE are hereinafter referred to collectively as the “Parties” or individually as a “Party”.

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AMENDMENT AND SUPPLEMENT TO THE DELIVERY AND LICENSE AGREEMENT AND THE SUPPORT AGREEMENT Between OM (US) INC., OM TECHNOLOGY AB, And INTERNATIONAL SECURITIES EXCHANGE, INC. Dated as of June 30, 2004
Delivery and License Agreement and Support Agreement • August 27th, 2004 • International Securities Exchange, Inc. • Security & commodity brokers, dealers, exchanges & services

This AMENDMENT AND SUPPLEMENT TO THE DELIVERY AND LICENSE AGREEMENT AND SUPPORT AGREEMENT shall be effective as of June 30, 2004 (the “Effective Date”) between OM (US) Inc. (“OMUS”), OM Technology AB (“OMAB”), [***] and International Securities Exchange, Inc. (“ISE”) (collectively, the “Parties”).

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Contract
Delivery and License Agreement • November 15th, 2004 • International Securities Exchange, Inc. • Security & commodity brokers, dealers, exchanges & services

This AMENDMENT AND SUPPLEMENT TO THE DELIVERY AND LICENSE AGREEMENT AND THE SUPPORT AGREEMENT is made as of August , 2003 (the “Effective Date”) between OM TECHNOLOGY AB, a Swedish corporation with its principal place of business at Norrlandsgatan 31, SE-105 78 Stockholm (“OM Technology”), and International Securities Exchange, Inc., a Delaware corporation with its principal place of business at 60 Broad Street, New York, NY 10004 (“ISE”). OM Technology and ISE are hereinafter referred to collectively as the “Parties” or individually as a “Party”.

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