AMENDED AND RESTATED SUBSCRIPTION AGREEMENT (ICE)Subscription Agreement • October 21st, 2021 • Intercontinental Exchange, Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
This AMENDED AND RESTATED SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on October 14, 2021 by and between VPC Impact Acquisition Holdings, a Cayman Islands exempted company (the “Company”), and the undersigned subscriber(s) (“Subscriber”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 4th, 2024 • Intercontinental Exchange, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 29, 2024, between Bakkt Holdings, Inc., a Delaware corporation (the “Company”), and Intercontinental Exchange Holdings, Inc. (including its successors and assigns, the “Purchaser”).
INTERCONTINENTAL EXCHANGE, INC., as Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee Senior Debt Indenture Dated as of August 13, 2018Senior Debt Indenture • August 13th, 2018 • Intercontinental Exchange, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
AIRCRAFT TIME SHARING AGREEMENTAircraft Time Sharing Agreement • May 4th, 2023 • Intercontinental Exchange, Inc. • Security & commodity brokers, dealers, exchanges & services • Georgia
This Aircraft Time Sharing Agreement (the “Agreement”), is made and entered into this 17th day of April, 2023, by and between Intercontinental Exchange Holdings, Inc., a Delaware corporation (the “Operator” or the “Company”), and Chris Edmonds (the “Passenger”).
FORM OF INTERCONTINENTAL EXCHANGE, INC., as Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee Subordinated Debt Indenture Dated as ofSubordinated Debt Indenture • March 7th, 2018 • Intercontinental Exchange, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
TRANSITION AND SEPARATION AGREEMENTTransition and Separation Agreement • March 17th, 2022 • Intercontinental Exchange, Inc. • Security & commodity brokers, dealers, exchanges & services • Illinois
This Transition and Separation Agreement (the “Agreement”) is entered into by and between David S. Goone (“Employee”) and Intercontinental Exchange Holdings, Inc., a wholly-owned subsidiary of Intercontinental Exchange, Inc. (“ICE”, and collectively with Intercontinental Exchange Holdings, Inc., the “Company”).
TERM LOAN CREDIT AGREEMENT among INTERCONTINENTAL EXCHANGE, INC. as Borrower, THE LENDERS NAMED HEREIN,Term Loan Credit Agreement • June 1st, 2022 • Intercontinental Exchange, Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
THIS TERM LOAN CREDIT AGREEMENT, dated as of the 25th day of May, 2022, is made among INTERCONTINENTAL EXCHANGE, INC., a Delaware corporation (the “Borrower”), the Lenders (as hereinafter defined), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (as hereinafter defined) for the Lenders.
GUARANTY AGREEMENTGuaranty Agreement • November 13th, 2013 • IntercontinentalExchange Group, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
THIS GUARANTY AGREEMENT, dated as of the 13th day of November, 2013 (this “Guaranty”), is made by IntercontinentalExchange Group, Inc., a Delaware corporation (the “Guarantor”), in favor of the Guaranteed Parties (as hereinafter defined). Capitalized terms used herein without definition shall have the meanings given to them in the Credit Agreement referred to below.
INTERCONTINENTAL EXCHANGE HOLDINGS, INC. EMPLOYMENT AGREEMENT FOR CHRISTOPHER EDMONDSEmployment Agreement • May 4th, 2023 • Intercontinental Exchange, Inc. • Security & commodity brokers, dealers, exchanges & services • Illinois
This is an Employment Agreement (the “Employment Agreement”), dated as of February 1, 2023, by and between Intercontinental Exchange Holdings, Inc., a wholly-owned subsidiary of Intercontinental Exchange, Inc., a Delaware corporation (together with its affiliates, the “Company” or “ICE”), and Christopher Edmonds (“Executive”).
EIGHTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 25th, 2020 • Intercontinental Exchange, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
THIS CREDIT AGREEMENT, dated as of the 3rd day of April, 2014, is made among INTERCONTINENTAL EXCHANGE, INC., a Delaware corporation (the “Borrower”), the Lenders (as hereinafter defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Primary Administrative Agent (as hereinafter defined) for the Lenders, and BANK OF AMERICA, N.A., as a Co-Syndication Agent (as hereinafter defined) and Backup Administrative Agent (as hereinafter defined) for the Lenders.
INTERCONTINENTAL EXCHANGE, INC. 2022 OMNIBUS EMPLOYEE INCENTIVE PLANPerformance-Based Restricted Stock Unit Award Agreement • February 2nd, 2023 • Intercontinental Exchange, Inc. • Security & commodity brokers, dealers, exchanges & services • Georgia
This Performance-Based Restricted Stock Unit Award Agreement (the “Award Agreement”) is dated this [ DATE ] (the “Grant Date”) by and between [ NAME ] (the “Grantee”) and Intercontinental Exchange, Inc. (the “Company”), pursuant to the Intercontinental Exchange, Inc. 2022 Omnibus Employee Incentive Plan (the “Plan”). Capitalized terms not defined in this Award Agreement have the meanings as used or defined in the Plan.
INTERCONTINENTAL EXCHANGE, INC. as Grantor ESCROW AND SECURITY AGREEMENT Dated as of November 24, 2015 U.S. BANK NATIONAL ASSOCIATION as Escrow Agent and WELLS FARGO BANK, NATIONAL ASSOCIATION as TrusteeEscrow and Security Agreement • November 24th, 2015 • Intercontinental Exchange, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
Unless otherwise indicated in writing from the Trustee or the Paying Agent to the Escrow Agent, all cash distributed from the Escrow Account to the Paying Agent will be transferred by wire transfer of immediately available funds in accordance with the wire transfer instructions set forth in Section 1.07 of the Escrow and Security Agreement.
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 21st, 2017 • Intercontinental Exchange, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
THIS CREDIT AGREEMENT, dated as of the 3rd day of April, 2014, is made among INTERCONTINENTAL EXCHANGE, INC. (formerly INTERCONTINENTAL- EXCHANGE GROUP, INC., a Delaware corporation (the “Parent Borrower”), ICE EUROPE PARENT LIMITED, a limited company incorporated under the laws of England and Wales (the “Subsidiary Borrower”, and together with the Parent Borrower, the “BorrowersBorrower”), the Lenders (as hereinafter defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Primary Administrative Agent (as hereinafter defined) for the Lenders, and BANK OF AMERICA, N.A., as Syndication Agent (as hereinafter defined) and Backup Administrative Agent (as hereinafter defined) for the Lenders.
GUARANTYGuaranty • November 13th, 2013 • IntercontinentalExchange Group, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
THIS GUARANTY, dated as of the 13th day of November, 2013 (this “Guaranty”), is made by IntercontinentalExchange, Inc., a Delaware corporation (the “Guarantor”) and a wholly owned subsidiary of IntercontinentalExchange Group, Inc. (“New ICE Parent”), in favor of the Guaranteed Parties (as hereinafter defined). Capitalized terms used herein without definition shall have the meanings given to them in the Indenture referred to below.
INTERCONTINENTAL EXCHANGE, INC. 9,180,569 Shares of Common Stock UNDERWRITING AGREEMENT November 4, 2020Underwriting Agreement • November 9th, 2020 • Intercontinental Exchange, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
REGISTRATION RIGHTS AGREEMENT Dated as of September 4, 2020Registration Rights Agreement • September 4th, 2020 • Intercontinental Exchange, Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
REGISTRATION RIGHTS AGREEMENT, dated as of September 4, 2020 (this “Agreement”), among Intercontinental Exchange, Inc., a Delaware corporation (the “Company”), and each of the persons whose name appears on the signature pages hereto or becomes a party hereto pursuant to Section 3.4.
Dated 19 June 2014 EURONEXT N.V. and INTERCONTINENTAL EXCHANGE, INC. and ICE EUROPE PARENT LTD and ABN AMRO BANK N.V. and J.P. MORGAN SECURITIES PLC and SOCIÉTÉ GÉNÉRALE and GOLDMAN SACHS INTERNATIONAL and ING BANK N.V. and MORGAN STANLEY & CO....Underwriting Agreement • June 25th, 2014 • Intercontinental Exchange, Inc. • Security & commodity brokers, dealers, exchanges & services
The Joint Global Coordinators, the Joint Bookrunners and the Lead Managers are hereinafter referred to as the “Managers”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 5th, 2024 • Intercontinental Exchange, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of June 5, 2024 (this “Agreement”), is entered into by and between Intercontinental Exchange, Inc., a Delaware corporation (the “Company”), and Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as dealer managers (the “Dealer Managers”) in connection with the BK Notes Exchange Offer (as defined below).
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 7th, 2023 • Intercontinental Exchange, Inc. • Security & commodity brokers, dealers, exchanges & services
THIS AMENDMENT NO. 1 (this “Amendment”), dated as of March 7, 2023, to the Agreement and Plan of Merger, dated as of May 4, 2022 (the “Merger Agreement”), by and among Intercontinental Exchange, Inc., a Delaware corporation (“Parent”), Sand Merger Sub Corporation, a Delaware corporation and a Subsidiary of Parent (“Sub”), and Black Knight, Inc., a Delaware corporation (the “Company” and, together with Parent and Sub, the “Parties” and each, a “Party”), is entered into by and among Parent, Sub and the Company. Capitalized terms used but not defined elsewhere in this Amendment shall have the meanings ascribed to them in the Merger Agreement.
INTERCONTINENTAL EXCHANGE, INC., as Issuer, and NYSE HOLDINGS LLC, as Guarantor, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee First Supplemental Indenture Dated as of November 24, 2015 to Senior Debt Indenture Dated as of November 24, 2015...First Supplemental Indenture • November 24th, 2015 • Intercontinental Exchange, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
under applicable Insolvency Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights of the Guarantor pursuant to (y) applicable law or (z) any agreement (including this Guarantee) providing for an equitable allocation among the Guarantor and other Affiliates of the Company of obligations arising under guaranties by such parties).
STOCK PURCHASE AGREEMENT BY AND AMONG INTERCONTINENTAL EXCHANGE, INC., TMX GROUP INC., SHORCAN BROKERS LIMITED AND, solely for the purposes set forth in the preamble, TMX GROUP LIMITED DATED AS OF October 27, 2017 AND AMENDED AS OF December 13, 2017Stock Purchase Agreement • February 7th, 2018 • Intercontinental Exchange, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of October 27, 2017 by and among Intercontinental Exchange, Inc., a Delaware corporation (“Purchaser”), TMX Group Inc., a corporation organized under the Business Corporations Act (Ontario) (“TMX Group”), Shorcan Brokers Limited, a corporation organized under the Business Corporations Act (Ontario) (“Shorcan Brokers” and together with TMX Group, “Sellers” and each, a “Seller”), and, solely for the purposes set forth in Article X, TMX Group Limited, a corporation organized under the Business Corporations Act (Ontario) (“Guarantor”) (Sellers, together with Purchaser, and, solely for the purposes set forth in this preamble, Guarantor collectively, the “Parties,” and each, individually, a “Party”).
AMENDED AND RESTATED TRUST AGREEMENT by and among NYSE EURONEXT NYSE GROUP, INC. Wilmington Trust Company, as Delaware Trustee Jacques de Larosière de Champfeu, as Trustee Charles K. Gifford, as Trustee and John Shepard Reed, as Trustee dated as of...Trust Agreement • February 14th, 2014 • IntercontinentalExchange Group, Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
This TRUST AGREEMENT, dated as of April 4, 2007 and amended and restated as of November 13, 2013 (this “Agreement”), is by and among NYSE Euronext, a Delaware corporation (“NYSE Euronext”), NYSE Group, Inc., a Delaware corporation (“NYSE Group”), Wilmington Trust Company, a Delaware banking corporation, as Delaware trustee, and Jacques de Larosière de Champfeu, Charles K. Gifford and John Shepard Reed, as trustees, for the purpose of forming a statutory trust (the “Trust”) under and pursuant to the provisions of the Delaware Statutory Trust Act, 12 Del. C. §§ 3801 et. seq. (the “Delaware Act”).
STOCK PURCHASE AGREEMENT BY AND AMONG INTERCONTINENTALEXCHANGE INTERNATIONAL, INC. TMX GROUP LIMITED TMX GROUP US INC. AND, solely for the purposes set forth in the preamble, INTERCONTINENTAL EXCHANGE, INC. DATED AS OF October 27, 2017 AND AMENDED AS...Stock Purchase Agreement • February 7th, 2018 • Intercontinental Exchange, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of October 27, 2017 by and among IntercontinentalExchange International, Inc., a Delaware corporation (“Seller”), TMX Group Limited, a corporation organized under the Business Corporations Act (Ontario) (“TMX Group Limited”), TMX Group US Inc., a Delaware corporation (“TMX Group US”, and together with TMX Group Limited, “Purchasers” and each, a “Purchaser”) and, solely for the purposes set forth in Article X, Intercontinental Exchange, Inc., a Delaware corporation (“Guarantor”) (Seller, together with Purchasers, and, solely for the purposes set forth in this preamble, Guarantor collectively, the “Parties,” and each, individually, a “Party”).
VOTING SUPPORT AGREEMENTVoting Support Agreement • March 4th, 2024 • Intercontinental Exchange, Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
This Voting Support Agreement (this “Agreement”), dated as of February 29, 2024, is entered into by and between Bakkt Holdings, Inc., a Delaware corporation (the “Company”), and Intercontinental Exchange Holdings, Inc. (the “Supporting Stockholder”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Securities Purchase Agreements (as defined below).
4- $250.0 million in the case of U.S. banks and $100.0 million (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks; (4) repurchase obligations and reserve purchase obligations for underlying securities of the...Indenture • November 2nd, 2023 • Intercontinental Exchange, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
SIXTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 9th, 2018 • Intercontinental Exchange, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
This SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of August 9, 2018, is entered into by and among INTERCONTINENTAL EXCHANGE, INC., a Delaware corporation (the “Borrower”), the Lenders (as hereinafter defined) party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent.
INTERCONTINENTAL EXCHANGE, INC., as Issuer, and COMPUTERSHARE TRUST COMPANY, N.A., as Trustee Fifth Supplemental Indenture Dated as of May 13, 2024 to Senior Debt Indenture Dated as of August 13, 2018 Establishing a series of Securities designatedFifth Supplemental Indenture • May 13th, 2024 • Intercontinental Exchange, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
FIFTH SUPPLEMENTAL INDENTURE, dated as of May 13, 2024 (herein called this “Fifth Supplemental Indenture”), between Intercontinental Exchange, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as Trustee under the Base Indenture referred to below (herein called the “Trustee”).
INTERCONTINENTAL EXCHANGE, INC., as Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee Second Supplemental Indenture Dated as of May 26, 2020 to Senior Debt Indenture Dated as of August 13, 2018 Establishing two series of Securities designatedSecond Supplemental Indenture • May 26th, 2020 • Intercontinental Exchange, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of May 26, 2020 (herein called this “Second Supplemental Indenture”), among Intercontinental Exchange, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), and Wells Fargo Bank, National Association, as Trustee under the Base Indenture referred to below (herein called the “Trustee”).
INTERCONTINENTAL EXCHANGE, INC., as Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee First Supplemental Indenture Dated as of August 13, 2018 to Senior Debt Indenture Dated as of August 13, 2018 Establishing three series of Securities...First Supplemental Indenture • August 13th, 2018 • Intercontinental Exchange, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.
BLACK KNIGHT INFOSERV, LLC, as Issuer, THE GUARANTORS PARTY HERETO and COMPUTERSHARE TRUST COMPANY, N.A., as Trustee First Supplemental Indenture Dated as of February 28, 2024 to Indenture Dated as of August 26, 2020First Supplemental Indenture • March 1st, 2024 • Intercontinental Exchange, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of February 28, 2024 (this “First Supplemental Indenture”), among Black Knight InfoServ, LLC, a Delaware limited liability company (the “Issuer”), the Guarantors (as defined herein) and Computershare Trust Company, N.A., as successor trustee to Wells Fargo Bank, National Association, as Trustee (as defined herein).
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • November 13th, 2013 • IntercontinentalExchange Group, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
This THIRD SUPPLEMENTAL INDENTURE, dated as of November 13, 2013 (this “Third Supplemental Indenture”), between NYSE Euronext Holdings LLC, a limited liability company organized under the laws of Delaware (the “Successor Company”), and Wilmington Trust Company, a Delaware corporation, as trustee under the Indenture (as such term is defined below) (the “Trustee”), and Citibank, N.A., a national banking association organized under the laws of the United States, as authenticating agent, calculation agent, paying agent, security registrar and transfer agent, in each case under the Indenture (collectively, “Citi”).
STOCK PURCHASE AGREEMENT dated as of August 6, 2020 by and among INTERCONTINENTAL EXCHANGE, INC., ELLIE MAE PARENT, LP and ELLIE MAE INTERMEDIATE HOLDINGS I, INC.Stock Purchase Agreement • August 7th, 2020 • Intercontinental Exchange, Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
This STOCK PURCHASE AGREEMENT, dated as of August 6, 2020 (this "Agreement"), is entered into by and among Intercontinental Exchange, Inc., a Delaware corporation (the "Purchaser"), Ellie Mae Intermediate Holdings I, Inc., a Delaware corporation (the "Company"), and Ellie Mae Parent, LP, a Delaware limited partnership (the "Seller"). Certain defined terms used herein have the meanings set forth in Section 10.15.
AGREEMENT RELATING TO NONCOMPETITION AND OTHER COVENANTSNon-Competition Agreement • May 17th, 2016 • Intercontinental Exchange, Inc. • Security & commodity brokers, dealers, exchanges & services • Georgia
AGREEMENT, dated as of _________, 20__ (this “Agreement”), by and between Intercontinental Exchange, Inc., a Delaware corporation (“ICE”), on its behalf and on behalf of each of its subsidiaries (each, a “Subsidiary” and, together with ICE, the “Company”), and the undersigned (“You”).
INTERCONTINENTAL EXCHANGE, INC. 2022 OMNIBUS EMPLOYEE INCENTIVE PLANPerformance-Based Restricted Stock Unit Award Agreement • February 2nd, 2023 • Intercontinental Exchange, Inc. • Security & commodity brokers, dealers, exchanges & services • Georgia
This Performance-Based Restricted Stock Unit Award Agreement (the “Award Agreement”) is dated this [ DATE ] (the “Grant Date”) by and between [ NAME ] (the “Grantee”) and Intercontinental Exchange, Inc. (the “Company”), pursuant to the Intercontinental Exchange, Inc. 2022 Omnibus Employee Incentive Plan (the “Plan”). Capitalized terms not defined in this Award Agreement have the meanings as used or defined in the Plan.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 19th, 2015 • Intercontinental Exchange, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”), dated as of May 15, 2015, is entered into by and among INTERCONTINENTAL EXCHANGE INC. (formerly INTERCONTINENTALEXCHANGE GROUP, INC.), a Delaware corporation (the “Parent Borrower”), ICE EUROPE PARENT LIMITED, a limited company incorporated under the laws of England and Wales (the “Subsidiary Borrower”, and together with the Parent Borrower, the “Borrowers”), the Lenders (as hereinafter defined), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent.
