11,200,000 Shares BATS GLOBAL MARKETS, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • April 4th, 2016 • Bats Global Markets, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
Certain stockholders of Bats Global Markets, Inc., a Delaware corporation (the “Company”), named in Schedule I hereto (the “Selling Stockholders”) severally propose to sell to the several Underwriters named in Schedule II hereto (the “Underwriters”) an aggregate of 11,200,000 shares of 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.
CREDIT AGREEMENT dated as of January 31, 2014 among BATS GLOBAL MARKETS, INC., as Borrower, THE LENDERS PARTY HERETO and CREDIT SUISSE AG, as Administrative Agent and Collateral AgentCredit Agreement • January 29th, 2016 • BATS Global Markets, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
CREDIT AGREEMENT dated as of January 31, 2014 (this “Agreement”), among BATS GLOBAL MARKETS, INC. (f/k/a BATS GLOBAL MARKETS HOLDINGS, INC.), a Delaware corporation (the “Borrower”), the Lenders (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I) and CREDIT SUISSE AG, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) for the Lenders.
AGREEMENT AND PLAN OF MERGER among CBOE HOLDINGS, INC., CBOE CORPORATION,Merger Agreement • September 28th, 2016 • Bats Global Markets, Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of September 25, 2016 (as amended in accordance with the terms hereof, this “Agreement”), is by and among CBOE HOLDINGS, INC., a Delaware corporation (“Parent”), CBOE CORPORATION, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), CBOE V, LLC, a Delaware limited liability company (“Merger LLC”) and a wholly owned subsidiary of Parent, and BATS GLOBAL MARKETS, INC., a Delaware corporation (the “Company”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • September 28th, 2016 • Bats Global Markets, Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
THIS VOTING AND SUPPORT AGREEMENT, dated as of September 25, 2016 (this “Agreement”), is entered into by and between CBOE Holdings, Inc., a Delaware corporation (“Parent”), and the undersigned (the “Stockholder”).
BATS GLOBAL MARKETS, INC. 2009 STOCK OPTION PLAN STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • December 16th, 2015 • BATS Global Markets, Inc. • Delaware
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”).
LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF CBOE V, LLC (a Delaware limited liability company)Operating Agreement • March 1st, 2017 • Bats Global Markets, Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) is executed as of September 25, 2016 by CBOE Holdings, Inc. (the “Member”). The Member, intending to be legally bound, hereby states the terms of its agreement as to the affairs of, and the conduct of the business of, CBOE V, LLC, a limited liability company (the “Company”), as follows:
FORM OF U.S. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 4th, 2016 • Bats Global Markets, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
This Employment Agreement (the “Agreement”) is dated as of [·], 2015, by and between Bats Global Markets, Inc., a Delaware corporation (the “Company” and together with its subsidiaries and affiliates, “Bats”) and [·] (the “Executive”) (each of the Company and the Executive, a “Party” and collectively, the “Parties”). This Agreement shall become effective on [·] (the “Effective Date”).
BATS GLOBAL MARKETS, INC. RESTRICTED STOCK AWARDRestricted Stock Award • August 5th, 2016 • Bats Global Markets, Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
Subject to the terms and conditions set forth in this grant letter (the “Grant Letter”) and Exhibits A and B (the Grant Letter and Exhibits A and B together constituting this “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. 2016 Omnibus 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.
SECURITIES PURCHASE AGREEMENT between KNIGHT CAPITAL GROUP, INC. and BATS GLOBAL MARKETS, INC. Dated January 27, 2015Securities Purchase Agreement • January 29th, 2016 • BATS Global Markets, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
SECURITIES PURCHASE AGREEMENT, dated January 27, 2015 (this “Agreement”), between Knight Capital Group, Inc., a Delaware corporation (“Seller”), and BATS Global Markets, Inc., a Delaware corporation (“Purchaser”).
FIRST AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO THE GUARANTEE AND COLLATERAL AGREEMENTCredit Agreement • January 29th, 2016 • BATS Global Markets, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
CREDIT AGREEMENT dated as of January 31, 2014 (as amended by the First Amendment to the Credit Agreement (the “Amendment”)) (this “Agreement”), among BATS GLOBAL MARKETS, INC. (f/k/a BATS GLOBAL MARKETS HOLDINGS, INC.), a Delaware corporation (the “Borrower”), the Lenders (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I) and CREDIT SUISSE AG, JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) for the Lenders and CREDIT SUISSE AG, as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) for the Lenders.
STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • August 5th, 2016 • Bats Global Markets, Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
Subject to the terms and conditions set forth in this grant letter (the “Grant Letter”) and Exhibit A (the Grant Letter and Exhibit A together constituting this “Agreement”), Bats Global Markets, Inc., a Delaware corporation (the “Company”), has granted you as of the Grant Date set forth below an option to purchase Shares (the “Award”). The Award is granted under and is subject to the Bats Global Markets, Inc. 2016 Omnibus 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. RESTRICTED STOCK AWARDRestricted Stock Award • August 5th, 2016 • Bats Global Markets, Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
Subject to the terms and conditions set forth in this grant letter (the “Grant Letter”) and Exhibits A and B (the Grant Letter and Exhibits A and B constituting this “Award 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. 2016 Non-Employee Directors Compensation 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.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 1st, 2016 • Bats Global Markets, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
CREDIT AGREEMENT dated as of January 31, 2014 (as amended and restated by the First Amendment to the Credit Agreement (the “, as further amended and restated by the Second Amendment to the Credit Agreement (the “Second Amendment”)) (this “Agreement”), among BATS GLOBAL MARKETS, INC., a Delaware corporation (the “Borrower”), the Lenders (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I), JPMORGAN CHASE BANK OF AMERICA, N.A., as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) for the Lenders and CREDIT SUISSE AG, as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) for the Lenders.
BATS GLOBAL MARKETS, INC. THIRD AMENDED AND RESTATED 2012 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARDRestricted Stock Award • December 16th, 2015 • BATS Global Markets, Inc. • Delaware
BATS GLOBAL MARKETS, INC. THIRD AMENDED AND RESTATED 2012 EQUITY INCENTIVE PLAN STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • December 16th, 2015 • BATS Global Markets, Inc. • Delaware
Subject to the terms and conditions set forth in this grant letter (the “Grant Letter”) and Exhibit A (the Grant Letter and Exhibit A together constituting this “Agreement”), BATS Global Markets, Inc., a Delaware corporation (the “Company”), has granted you as of the Grant Date set forth below an option to purchase Shares (the “Award”). The Award is granted under and is subject to the BATS Global Markets, Inc. Third Amended and Restated 2012 Equity 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.
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • December 16th, 2015 • BATS Global Markets, Inc. • Delaware
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made and entered into effective as of the 31st day of January, 2014, by and among BATS Global Markets, Inc. (f/k/a BATS Global Markets Holdings, 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”).
