FULLY DISCLOSED CLEARING AGREEMENT BETWEEN SPEAR, LEEDS & KELLOGG, L.P. AND GlobeNet Securities, Inc.Fully Disclosed Clearing Agreement • March 31st, 2004 • Archipelago Holdings L L C • Security & commodity brokers, dealers, exchanges & services • New York
This AGREEMENT is made and entered into as of this day of December 2002 by and between Spear, Leeds & Kellogg, L.P. ("SLK") and GlobeNet Securities ("Broker").
CLEARING AGREEMENTClearing Agreement • March 31st, 2004 • Archipelago Holdings L L C • Security & commodity brokers, dealers, exchanges & services
This agreement, made as of the date indicated on the signature page hereof (the "Agreement") between Broadcort Capital Corp. (hereinafter referred to as the "Clearing Firm") and Archipelago LLC (hereinafter referred to as the "Introducing Firm"),
APPLICATION SERVICE PROVIDER AGREEMENTApplication Service Provider Agreement • March 31st, 2004 • Archipelago Holdings L L C • Security & commodity brokers, dealers, exchanges & services • New York
This Application Service Provider Agreement (the "Agreement") is made as of February 1, 2001 (the "Effective Date") by and between TransactTools, Inc., together with its Affiliates ("TransactTools"), a corporation organized and existing under the laws of the State of Delaware having its principal place of business at 135 W. 29tb St., 9th Floor, New York, New York 10001, and Archipelago, LLC ("Customer"), a limited liability company having its principal place of business at 100 South Wacker Drive, Chicago, IL 60606.
BNP PARIBAS BROKERAGE SERVICES, Inc. Order Routing Services AgreementOrder Routing Services Agreement • March 31st, 2004 • Archipelago Holdings L L C • Security & commodity brokers, dealers, exchanges & services • New York
This Agreement sets forth the terms and conditions under which BNP Paribas Brokerage Services, Inc. (“BNPPBS”) will provide order routing services to Archipelago LLC (“ARCA”) and is made as of this 8th day of February, 2001
AGREEMENT FOR PROFESSIONAL SERVICESProfessional Services • March 31st, 2004 • Archipelago Holdings L L C • Security & commodity brokers, dealers, exchanges & services • New York
This Agreement for Professional Services (the "Agreement"), with an effective date of August 14, 2000 is by and between TransactTools, Inc. ("TransactTools"), a Delaware corporation with its principal office at 135 W. 29th St., 9th Floor, New York, New York 10001, and Archipelago, LLC ("Customer"), a limited liability company having its principal place of business at 100 South Wacker Drive, Chicago, IL 60606.
LICENSE AND DISTRIBUTION AGREEMENTLicense and Distribution Agreement • March 31st, 2004 • Archipelago Holdings L L C • Security & commodity brokers, dealers, exchanges & services • Illinois
AGREEMENT, dated as of January 7, 1999 (the “Effective Date”), by and between ARCHIPELAGO HOLDINGS, L.L.C., a Delaware limited liability company with its principal offices at 100 South Wacker Drive, Suite 2060, Chicago, IL 60606 (“Archipelago”), and TOWNSEND ANALYTICS, LTD., an Illinois corporation with its principal offices at 100 South Wacker Drive, Suite 2040, Chicago, Illinois 60606 (“TAL”).
EXCHANGE AGREEMENTExchange Agreement • March 31st, 2004 • Archipelago Holdings L L C • Security & commodity brokers, dealers, exchanges & services • Delaware
This EXCHANGE AGREEMENT (“Agreement”) is made and entered into as of this 17th day of January, 2002 by and among Archipelago Holdings, L.L.C., a Delaware limited liability company (the “Company”), REDIBook ECN LLC, a Delaware limited liability company (“REDI”), the entities listed on Annex A to this Agreement (collectively, the “Contributors”) and the Current ARCA Members (as defined in the recitals hereto).
TOWNSEND ANALYTICS ASSISTANCE AGREEMENTAssistance Agreement • March 31st, 2004 • Archipelago Holdings L L C • Security & commodity brokers, dealers, exchanges & services • Delaware
AGREEMENT AND PLAN OF MERGERMerger Agreement • March 31st, 2004 • Archipelago Holdings L L C • Security & commodity brokers, dealers, exchanges & services • Delaware
AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of February 27, 2004, pursuant to Section 18-209 of the Delaware Limited Liability Company Act (the “LLC Act”) and Section 251 of the General Corporation Law of the State of Delaware (the “DGCL”), between ARCHIPELAGO HOLDINGS, L.L.C., a Delaware limited liability company (“Archipelago LLC”), and GAP ARCHA HOLDINGS, INC., a Delaware corporation (“GAP”).
SOFTWARE LICENSE AND SERVICES AGREEMENTSoftware License and Services Agreement • March 31st, 2004 • Archipelago Holdings L L C • Security & commodity brokers, dealers, exchanges & services • Illinois
This is a Software License and Services Agreement ("this Agreement"), made as of November 1, between SHADOW FINANCIAL SERVICES CORP., a New Jersey corporation with an address at Raritan Plaza II, Edison, NJ 08837 ("Shadow"); and ARCHIPELAGO HOLDINGS, LLC with offices at 100 South Wacker Drive, Suite 2000, Chicago, IL 60606 ("Licensee").
LICENSE AGREEMENTLicense Agreement • March 31st, 2004 • Archipelago Holdings L L C • Security & commodity brokers, dealers, exchanges & services • Illinois
LICENSE AGREEMENT, dated as of January 7, 1999 (the “Effective Date”), by and between ARCHIPELAGO HOLDINGS, L.L.C., a Delaware limited liability company with its principal offices located at 100 South Wacker Drive, Suite 2060, Chicago, IL 60606, and TOWNSEND ANALYTICS, LTD., an Illinois corporation with its principal offices located at 100 South Wacker Drive, Suite 2040, Chicago, Illinois 60606 (“TAL”).
SUPPORT, DEVELOPMENT AND ENHANCEMENT AGREEMENTSupport, Development and Enhancement Agreement • March 31st, 2004 • Archipelago Holdings L L C • Security & commodity brokers, dealers, exchanges & services • Illinois
AGREEMENT, dated as of January 7, 1999 (the “Effective Date”), by and between ARCHIPELAGO HOLDINGS, L.L.C., a Delaware limited liability company with its principal offices located at 100 South Wacker Drive, Suite 2060, Chicago, IL 60606, and TOWNSEND ANALYTICS, LTD., an Illinois corporation with its principal offices located at 100 South Wacker Drive, Suite 2040, Chicago, Illinois 60606 (“TAL”).
REGISTRATION RIGHTS AGREEMENT among ARCHIPELAGO HOLDINGS, L.L.C., GENERAL ATLANTIC PARTNERS 77 L.P., GAP COINVESTMENT PARTNERS II, L.P., GAPSTAR, LLC, GAPCO GMBH & CO. KG, GAP-W, LLC, GAP ARCHA HOLDINGS, INC. and THE OTHER PARTIES LISTED HEREIN Dated:...Registration Rights Agreement • March 31st, 2004 • Archipelago Holdings L L C • Security & commodity brokers, dealers, exchanges & services • New York
JPMORGANCHASE LOGO] CREDIT AND SECURITY AGREEMENT dated as of October 23, 2003 between ARCHIPELAGO EXCHANGE, L.L.C. and JPMORGAN CHASE BANKCredit and Security Agreement • March 31st, 2004 • Archipelago Holdings L L C • Security & commodity brokers, dealers, exchanges & services • New York
CONTRIBUTION AGREEMENT between ARCHIPELAGO HOLDINGS, L.L.C. and GAP ARCHA HOLDINGS, INC.Contribution Agreement • March 31st, 2004 • Archipelago Holdings L L C • Security & commodity brokers, dealers, exchanges & services • Delaware
This CONTRIBUTION AGREEMENT (“Agreement”) is made and entered into this 12th day of November, 2003, between Archipelago Holdings, L.L.C., a Delaware limited liability company (the “Company”), and GAP Archa Holdings, Inc., a Delaware corporation (the “Contributor”).
NINTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ARCHIPELAGO HOLDINGS, L.L.C. Dated as of November 12, 2003Limited Liability Company Agreement • March 31st, 2004 • Archipelago Holdings L L C • Security & commodity brokers, dealers, exchanges & services • Delaware
This NINTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ARCHIPELAGO HOLDINGS, L.L.C. (the “Company”) is made and entered into as of November 12, 2003, by and among GSP, LLC, an Illinois limited liability company (“GSP”), Virago Enterprises, L.L.C., an Illinois limited liability company (“Virago”), GS Archipelago Investment, L.L.C., a Delaware limited liability company (“GS”), E*TRADE Archipelago Holdings, L.L.C., a Delaware limited liability company (“ETR”), Instinet International Corporation, a Delaware corporation (“Instinet”), J.P. Morgan Capital, L.P., a Delaware limited partnership (“JPM”), American Century Ventures II, L.L.C., a Missouri limited liability company (“AC”), Merrill Lynch L.P. Holdings Inc., a Delaware corporation (“Merrill”), CooperNeff Group, Inc., a Delaware corporation formerly known as BNP Cooper Neff Group, Inc. (“BNP”), SWS Securities, Inc., a Texas corporation formerly known as Southwest Securities, Inc. (“Southwest”), Gamma ECN Investors, G.P.
Archipelago Holdings L.L.CClearing Agreement • March 31st, 2004 • Archipelago Holdings L L C • Security & commodity brokers, dealers, exchanges & services • New York
Reference is made to the Clearing Agreement, dated as of January 7, 2002 (the “REDI Clearing Agreement”), between REDIBook ECN LLC (“REDI”) and Spear, Leeds & Kellogg, L.P. (“SLK”), and the Clearing Agreement, dated as of January 7, 2002, between Archipelago, L.L.C. (“Archipelago ECN”) and SLK (the “Archipelago Clearing Agreement,” and together with the REDI Clearing Agreement, the “Clearing Agreements”).
Archipelago Holdings, L.L.C.Merger Agreement • March 31st, 2004 • Archipelago Holdings L L C • Security & commodity brokers, dealers, exchanges & services
ARCHIPELAGO LOGO]Clearing Letter Agreement • March 31st, 2004 • Archipelago Holdings L L C • Security & commodity brokers, dealers, exchanges & services
AMENDMENT NO. 1 TO NINTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ARCHIPELAGO HOLDINGS, L.L.C.Limited Liability Company Agreement • March 31st, 2004 • Archipelago Holdings L L C • Security & commodity brokers, dealers, exchanges & services • Delaware
This Amendment No. 1 (this “Amendment”) to the Ninth Amended and Restated Limited Liability Company Agreement (the “Agreement”) of Archipelago Holdings, L.L.C., a Delaware limited liability company (the “Company”), dated as of November 12, 2003, is made and entered into as of February , 2004, by and among GSP, LLC, an Illinois limited liability company (“GSP”), Virago Enterprises, L.L.C., an Illinois limited liability company (“Virago”), GS Archipelago Investment, L.L.C., a Delaware limited liability company (“GS”), E*TRADE Archipelago Holdings, L.L.C., a Delaware limited liability company (“ETR”), Instinet International Corporation, a Delaware corporation (“Instinet”), J.P. Morgan Capital, L.P., a Delaware limited partnership (“JPM”), American Century Ventures II, L.L.C., a Missouri limited liability company (“AC”), Merrill Lynch L.P. Holdings Inc., a Delaware corporation (“Merrill”), CooperNeff Group, Inc., a Delaware corporation formerly known as BNP Cooper Neff Group, Inc. (“BNP”),
CLIENT ACCESS AGREEMENTClient Access Agreement • March 31st, 2004 • Archipelago Holdings L L C • Security & commodity brokers, dealers, exchanges & services • New York
and any affiliate of Spear, Leeds & Kellogg, L.P. (each such affiliate an “Affiliate”), or, if you are a resident of any of the jurisdictions identified in Schedule B to this Agreement, its designated affiliate listed opposite the relevant jurisdiction (the “Designated Affiliate”) on Schedule B.
