FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • August 5th, 2004 • Archipelago Holdings L L C • Security & commodity brokers, dealers, exchanges & services • New York
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of the 10th day of February 2004, by and between Archipelago Holdings, L.L.C., a Delaware limited liability company (“Archipelago LLC”) and each of the Indemnitees listed on the signature pages to this agreement (each, an “Indemnitee”, and collectively, the “Indemnitees”) as such signature pages may be amended and supplemented from time to time.
BNP PARIBAS BROKERAGE SERVICES, Inc. Order Routing Services AgreementServices Agreement • August 5th, 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
LICENSE AND DISTRIBUTION AGREEMENTLicense and Distribution Agreement • August 5th, 2004 • Archipelago Holdings L L C • Security & commodity brokers, dealers, exchanges & services • Illinois
TOWNSEND ANALYTICS, LTD., an Illinois corporation (“TAL”), hereby grants to Wave Securities, L.L.C., a professional subscriber pursuant to applicable exchange requirements in effect from time to time (“Subscriber”), and Subscriber hereby agrees to and accepts from TAL, a personal, non-exclusive, non-transferable license (i) to use the machine readable version of the software selected by Subscriber as identified in Schedule A attached hereto and any corresponding user manual(s) or other user documentation (collectively, the “Licensed Product”); (ii) to use the Licensed Product to receive, access and/or display over Subscriber’s computer and/or equipment, fixed or portable, the market information consisting of securities and commodity prices, other information and other data (collectively “TAL DataÔ“) that is provided by stock exchanges, commodity exchanges, news and other information sources (collectively “Sources”), which includes, but is not limited to, those Sources selected by Subsc
Form of Underwriting AgreementExchange Agreement • August 5th, 2004 • Archipelago Holdings L L C • Security & commodity brokers, dealers, exchanges & services • New York
Archipelago Holdings, Inc., a Delaware corporation (“Arca Inc.”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of shares of Common Stock, $.01 par value (“Stock”) of Arca Inc. and the stockholders of Arca Inc. named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of shares and, at the election of the Underwriters, up to additional shares of Stock. The aggregate of shares to be sold by Arca Inc. and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of additional shares to be sold by the Selling Stockholders is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
THIRD AMENDMENT TO SUBLEASE 100 South Wacker Drive Chicago, Illinois 60606Archipelago Holdings L L C • August 5th, 2004 • Security & commodity brokers, dealers, exchanges & services
THIS THIRD AMENDMENT TO SUBLEASE is made and entered into as of the 15th day of May, 2004, by and between TOWNSEND ANALYTICS, LTD. (hereinafter "Sublandlord"), an Illinois corporation, and ARCHIPELAGO HOLDINGS, L.L.C. (hereinafter "Subtenant"), an Illinois limited liability company, for the uses and purposes hereinafter set forth.
FULLY DISCLOSED CLEARING AGREEMENT BETWEEN SPEAR, LEEDS & KELLOGG AND WAVE SECURITIES LLCDisclosed Clearing Agreement • August 5th, 2004 • Archipelago Holdings L L C • Security & commodity brokers, dealers, exchanges & services • New York
This AGREEMENT is made and entered into as of this 7th day of May, 2004 by and between Spear, Leeds & Kellogg, L.P. (“SLK”) and Wave Securities LLC (“Broker”).
AMENDMENT OF LICENSE AND DISTRIBUTION AGREEMENTLicense and Distribution Agreement • August 5th, 2004 • Archipelago Holdings L L C • Security & commodity brokers, dealers, exchanges & services
This Amendment is made as of the 11th day of May, 2004, between ARCHIPELAGO HOLDINGS, L.L.C., a Delaware limited liability company (“Archipelago”), and TOWNSEND ANALYTICS, LTD., an Illinois corporation (“TAL”).
The parties have agreed that Schedule 2.1 to the Agreement shall be deleted in its entirety effective as of May 15, 2004, and this Schedule 2.1 shall be inserted in lieu thereof. Except as expressly provided herein, the Agreement shall remain in full...Townsend Analytics Assistance Agreement • August 5th, 2004 • Archipelago Holdings L L C • Security & commodity brokers, dealers, exchanges & services
Notwithstanding anything to the contrary set forth in the Agreement, including Section 1.1 thereof, the term of the Agreement shall expire on May 15, 2005, and the term of the Agreement shall thereafter automatically renew for successive six month periods ending on November 15 and May 15 unless either party gives written notice to the other party of its intention not to renew the Agreement at least 90 days prior to the end of such term or renewal term. The description of Assistance as described in Section A and Section B below is intended to be a description of assistance and support previously provided by TAL to Archipelago, and is not intended to be an expansion or contraction of such assistance or support (except to the extent set forth in Section C below or as otherwise expressly agreed upon in writing by the parties). Any assistance or support beyond the scope of the Assistance described herein and that certain Description of Support and Assistance Provided by Townsend Analytics,
