EXHIBIT 4.2


 


 


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: November 12, 2003


 

















 


TABLE OF CONTENTS


 


	
  1.

  	
  Definitions

  	
   

  
	
   

  	
   

  	
   

  
	
  2.

  	
  General; Securities Subject to this
  Agreement

  	
   

  
	
   

  	
  (a)

  	
  Grant
  of Rights

  	
   

  
	
   

  	
  (b)

  	
  Registrable Securities

  	
   

  
	
   

  	
  (c)

  	
  Holders of Registrable Securities

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  Demand Registration

  	
   

  
	
   

  	
  (a)

  	
  Request for Demand Registration

  	
   

  
	
   

  	
  (b)

  	
  Incidental or “Piggy-Back” Rights with
  Respect to a Demand Registration. 

  	
   

  
	
   

  	
  (c)

  	
  Effective Demand Registration

  	
   

  
	
   

  	
  (d)

  	
  Expenses. 
  

  	
   

  
	
   

  	
  (e)

  	
  Underwriting Procedures

  	
   

  
	
   

  	
  (f)

  	
  Selection of Underwriters

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  Incidental or “Piggy-Back” Registration

  	
   

  
	
   

  	
  (a)

  	
  Request for Incidental Registration

  	
   

  
	
   

  	
  (b)

  	
  Expenses

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  Form S-3 Registration

  	
   

  
	
   

  	
  (a)

  	
  Request for a Form S-3 Registration.  

  	
   

  
	
   

  	
  (b)

  	
  Form S-3 Underwriting Procedures.  

  	
   

  
	
   

  	
  (c)

  	
  Limitations on Form S-3 Registrations

  	
   

  
	
   

  	
  (d)

  	
  Expenses

  	
   

  
	
   

  	
  (e)

  	
  No Demand Registration

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
  Holdback Agreements

  	
   

  
	
   

  	
  (a)

  	
  Restrictions on Public Sale by Designated
  Holders. 

  	
   

  
	
   

  	
  (b)

  	
  Restrictions on Public Sale by the
  Company.  

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
  Registration Procedures

  	
   

  
	
   

  	
  (a)

  	
  Obligations of the Company.  

  	
   

  
	
   

  	
  (b)

  	
  Seller Information. 

  	
   

  
	
   

  	
  (c)

  	
  Notice to Discontinue. 

  	
   

  
	
   

  	
  (d)

  	
  Registration Expenses

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
  Indemnification; Contribution

  	
   

  
	
   

  	
  (a)

  	
  Indemnification by the Company

  	
   

  
	
   

  	
  (b)

  	
  Indemnification by Designated Holders

  	
   

  
	
   

  	
  (c)

  	
  Conduct of Indemnification Proceedings

  	
   

  
	
   

  	
  (d)

  	
  Contribution.
  

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
  Rule 144

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
  Miscellaneous

  	
   

  
	
   

  	
  (a)

  	
  Recapitalizations,
  Exchanges, etc. 

  	
   

  
	
   

  	
  (b)

  	
  No
  Inconsistent Agreements. 

  	
   

  
	
   

  	
  (c)

  	
  Limitation on “Piggy-Back” or Incidental Registration Rights

  	
   

  
	
   

  	
  (d)

  	
  Remedies

  	
   

  
	
   

  	
  (e)

  	
  Amendments and Waivers

  	
   

  
	
   

  	
  (f)

  	
  Notices. 

  	
   

  
	
   

  	
  (g)

  	
  Successors and Assigns; Third Party Beneficiaries. 

  	
   

  
	
   

  	
  (h)

  	
  Counterparts.  

  	
   

  
	
   

  	
  (i)

  	
  Headings. 

  	
   

  
	
   

  	
  (j)

  	
  GOVERNING
  LAW; CONSENT TO JURISDICTION. 

  	
   

  
	
   

  	
  (k)

  	
  Severability.
  

  	
   

  
	
   

  	
  (l)

  	
  Rules of Construction. 

  	
   

  
	
   

  	
  (m)

  	
  Entire
  Agreement

  	
   

  
	
   

  	
  (n)

  	
  Further Assurances

  	
   

  
	
   

  	
  (o)

  	
  Other
  Agreements. 

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Schedule 1

  	
  Class A Members

  	
   

  
	
  Exhibit A

  	
  Form of Assumption Agreement

  	
   

  



 

















 


REGISTRATION RIGHTS AGREEMENT


 


 


REGISTRATION
RIGHTS AGREEMENT, dated November 12, 2003 (this “Agreement”), among Archipelago
Holdings, L.L.C., a Delaware limited liability company (the “Company”), General
Atlantic Partners 77, L.P., a Delaware limited partnership (“GAP LP”), GAP
Coinvestment Partners II, L.P., a Delaware limited partnership (“GAP
Coinvestment”), GapStar, LLC, a Delaware limited liability company (“GapStar”),
GAPCO GmbH & Co. KG, a German limited partnership (“GmbH Coinvestment”),
GAP-W, LLC, a Delaware limited liability company (“GAP-W”), GAP Archa Holdings,
Inc., a Delaware corporation (“GAP Holdings”), and the Class A Members of the
Company and the Affiliates of certain of such Class A Members, in each case as
listed on Schedule 1 hereto (the “Class A Members”).


 


WHEREAS,
pursuant to the Contribution Agreement, dated the date hereof (the
“Contribution Agreement”), between the Company and GAP Holdings, the Company
has agreed to issue and sell to GAP Holdings an aggregate of 16,793,637
Preferred Shares (as hereinafter defined);


 


WHEREAS,
concurrently herewith, the Company, GAP Holdings, the Class A Members and the
other Members (as hereinafter defined) of the Company are entering into the
Ninth Amended and Restated LLC Agreement (as hereinafter defined), pursuant to
which (a) GAP Holdings has agreed that upon the occurrence of certain events
specified therein the Members of the Company (other than GAP Holdings) shall
have the right to put (the “Put”), on a pro rata basis, Shares (as hereinafter
defined) having an aggregate purchase price of up to $75 million to GAP
Holdings, collectively, and (b) the Members of the Company have agreed to,
among other things, certain first refusal, drag-along and tag-along rights,
preemptive rights and certain limited liability company governance rights and
obligations;


 


WHEREAS,
concurrently herewith, certain Class A Members are entering into a letter
agreement, dated the date hereof (the “Letter Agreement”), pursuant to which
such Class A Members have agreed to exercise the Put and sell to GAP Holdings,
collectively, an aggregate of 25,190,609 Class A Shares (subject to reduction
as set forth in the Ninth Amended and Restated LLC Agreement) for an aggregate
purchase price of $75 million; and


 


WHEREAS, in
order to induce GAP Holdings to purchase the Preferred Shares pursuant to the
Contribution Agreement and to agree to the Put and to purchase Shares upon the
exercise thereof, and to induce the parties hereto to enter into the Ninth
Amended and Restated LLC Agreement, the Company has agreed


 

















 


to grant registration rights
with respect to the Registrable Securities (as hereinafter defined) as set
forth in this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth
herein and for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto agree as follows:


 


 


1. Definitions. As used in this Agreement, and
unless the context requires a different meaning, the following terms have the
meanings indicated:


 


“Affiliate”
means any Person who is an “affiliate” as defined in Rule 12b-2 of the General
Rules and Regulations under the Exchange Act. In addition, GAP LP, GAP
Coinvestment, GapStar, GmbH Coinvestment, GAP-W and GAP Holdings shall be
deemed to be Affiliates of one another for so long as they are Affiliates of
GAP LLC.


 


“Agreement”
means this Agreement as the same may be amended, supplemented or modified in
accordance with the terms hereof.


 


“Approved
Underwriter” has the meaning set forth in Section 3(f).


 


“Board of
Directors” means the Board of Directors of the Successor Corporation.


 


“Business Day”
means any day other than a Saturday, Sunday or other day on which commercial
banks in the State of New York are authorized or required by law or executive
order to close.


 


“Class A
Members” has the meaning set forth in the preamble to this Agreement.


 


“Class A
Shareholders” means (a) the Class A Members and (b) any Permitted Transferee of
a Class A Member to whom Registrable Securities are transferred.


 


“Class A
Shares” has the meaning set forth in the Ninth Amended and Restated LLC
Agreement.


 


“Class B
Shares” has the meaning set forth in the Ninth Amended and Restated LLC
Agreement.


 


“Class C
Shares” has the meaning set forth in the Ninth Amended and Restated LLC
Agreement.


 


“Closing
Price” means, with respect to the Registrable Securities, as of the date of
determination, (a) if the Registrable Securities are listed on a national
securities exchange, the closing price per share of a Registrable Security on
such date published in The Wall Street Journal (National Edition) or, if no
such closing price on such date is published in The Wall Street Journal
(National Edition), the average of the closing bid and asked prices on such
date, as officially reported on the principal national securities exchange on
which the Registrable Securities are then listed or admitted to trading; or (b)
if the Registrable Securities are not then listed or admitted to trading on any
national securities exchange but are designated as national market system


 

















 


securities by the NASD, the
last trading price per share of a Registrable Security on such date; or (c) if
there shall have been no trading on such date or if the Registrable Securities
are not designated as national market system securities by the NASD, the
average of the reported closing bid and asked prices of the Registrable
Securities on such date as shown by The Nasdaq Stock Market, Inc. (or its
successor) and reported by any member firm of The New York Stock Exchange, Inc.
selected by the Company; or (d) if none of (a), (b) or (c) is applicable, a
market price per share determined in good faith by the Board of Directors. If
trading is conducted on a continuous basis on any exchange, then the closing
price shall be at 4:00 P.M. New York City time.


 


“Commission”
means the Securities and Exchange Commission or any successor agency then
having jurisdiction to enforce the Securities Act.


 


“Common Stock”
means the common stock of the Successor Corporation.


 


“Company” has
the meaning set forth in the preamble to this Agreement and shall, as the
context requires or permits, also mean the Successor Corporation.


 


“Company
Underwriter” has the meaning set forth in Section 4(a).


 


“Contribution
Agreement” has the meaning set forth in the recitals to this Agreement.


 


“Conversion”
means the reorganization of the Company as the Successor Corporation pursuant
to Section 9.12 of the Ninth Amended and Restated LLC Agreement.


 


“Demand
Registration” has the meaning set forth in Section 3(a).


 


“Designated
Holder” means (a) each of the General Atlantic Shareholders and the Class A
Shareholders and (b) any other Person who (i) is the transferee of Registrable
Securities from a Class A Shareholder or from a General Atlantic Shareholder
and (ii) has been granted rights under this Agreement in accordance with
Section 10(g), provided that such Person shall only be a Designated Holder to the
extent of such rights.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission thereunder.


 


“GAP
Coinvestment” has the meaning set forth in the preamble to this Agreement.


 


“GAP Holdings”
has the meaning set forth in the preamble to this Agreement.


 


“GAP LLC”
means General Atlantic Partners, LLC, a Delaware limited liability company and
the general partner of GAP LP and the sole member of GapStar, and any successor
to such entity.


 


“GAP LP” has
the meaning set forth in the preamble to this Agreement.


 

















 


“GAP-W” has
the meaning set forth in the preamble to this Agreement.


 


“GapStar” has
the meaning set forth in the preamble to this Agreement.


 


“General
Atlantic Shareholders” means (a) GAP LP, GAP Coinvestment, GapStar, GmbH
Coinvestment, GAP-W and GAP Holdings so long as each such entity is an
Affiliate of GAP LLC, (b) any Subsequent General Atlantic Purchaser and (c) any
Permitted Transferee of GAP LP, GAP Coinvestment, GapStar, GmbH Coinvestment,
GAP-W or GAP Holdings to whom Registrable Securities are transferred.


 


“GmbH
Coinvestment” has the meaning set forth in the preamble to this Agreement.


 


“GmbH
Management” means GAPCO Management GmbH, a German company with limited
liability and the general partner of GmbH Coinvestment, and any successor to
such entity.


 


“Holders’
Counsel” has the meaning set forth in Section 7(a)(i).


 


“Incidental
Registration” has the meaning set forth in Section 4(a).


 


“Indemnified
Party” has the meaning set forth in Section 8(c).


 


“Indemnifying
Party” has the meaning set forth in Section 8(c).


 


“Information”
has the meaning set forth in Section 7(a)(vii).


 


“Initial
Public Offering” means the initial public offering of any shares of Common
Stock pursuant to an effective Registration Statement filed under the
Securities Act.


 


“Initiating
Holder” has the meaning set forth in Section 3(a).


 


“Inspector”
has the meaning set forth in Section 7(a)(vii).


 


“IPO
Effectiveness Date” means the date upon which the Successor Corporation closes
its Initial Public Offering.


 


“Letter
Agreement” has the meaning set forth in the recitals to this Agreement.


 


“Liability”
has the meaning set forth in Section 8(a).


 


“Market Price”
means, on any date of determination, the average of the daily Closing Price of
shares of Common Stock for the immediately preceding thirty (30) days on which
the national securities exchanges are open for trading.


 


“Member” has
the meaning set forth in the Ninth Amended and Restated LLC Agreement.


 

















 


“NASD” means
the National Association of Securities Dealers, Inc.


 


“Ninth Amended
and Restated LLC Agreement” means the Ninth Amended and Restated Limited
Liability Company Agreement of the Company, dated the date hereof, among GAP
Holdings, the Class A Members and the other signatories thereto, as the same
may be amended, supplemented or modified in accordance with the terms thereof.


 


“Other
Stockholder” means any holder of shares of Common Stock who is granted
registration rights by the Company other than the registration rights granted
pursuant to this Agreement.


 


“Permitted
Transferee” means (a) prior to the Conversion, any Person to whom Shares or
Preferred Shares are transferred and who has been admitted to the Company as an
Additional Member (as defined in the Ninth Amended and Restated LLC Agreement)
in accordance with the terms of the Ninth Amended and Restated LLC Agreement
and (b) after the Conversion, with respect to any General Atlantic Shareholder
or Class A Shareholder, any Affiliate of such General Atlantic Shareholder or
Class A Shareholder, as the case may be, to whom Registrable Securities are
transferred by such General Atlantic Shareholder or Class A Shareholder,
respectively.


 


“Person” means
any individual, firm, corporation, partnership, limited liability company,
trust, incorporated or unincorporated association, joint venture, joint stock
company, limited liability company, government (or an agency or political
subdivision thereof) or other entity of any kind, and shall include any
successor (by merger or otherwise) of such entity.


 


“Preferred
Shares” means the Class A Convertible Redeemable Preferred Shares of the
Company and any and all equity securities of the Company or any successor or
assign of the Company (whether by merger, consolidation, sale of assets or
otherwise) which may be issued at or prior to the Conversion in respect of, in
conversion of, in exchange for or in substitution of, the Class A Convertible
Redeemable Preferred Shares.


 


“Preferred
Stock” means any preferred stock of the Successor Corporation.


 


“Put” has the
meaning set forth in the recitals to this Agreement.


 


“Records” has
the meaning set forth in Section 7(a)(vii).


 


“Registrable
Securities” means each of the following: (a) any and all shares of Common Stock
acquired by any of the Designated Holders in respect of, in conversion of, in
exchange for or in substitution of, the Preferred Shares, the Shares or any
other membership interests in the Company in connection with the Conversion or
issued or issuable upon conversion of any shares of Preferred Stock or the
exercise of any Share Equivalents acquired by any of the Designated Holders in
respect of, in conversion of, in exchange for or in substitution of, the
Preferred Shares, the Shares or any other membership interests in the Company
in connection with the Conversion, (b) any other shares of Common Stock
acquired or


 

















 


owned by any of the Designated
Holders prior to the IPO Effectiveness Date, or acquired or owned by any of the
Designated Holders after the IPO Effectiveness Date if such Designated Holder
is an Affiliate of the Company or the Successor Corporation and (c) any shares
of Common Stock issued or issuable to any of the Designated Holders with
respect to the Registrable Securities by way of dividend or stock split or in
connection with a combination of shares of Common Stock, recapitalization,
merger, consolidation or other reorganization or otherwise and any shares of
Common Stock or voting shares issuable upon conversion, exercise or exchange
thereof; provided, however, that Registrable Securities will cease to be
Registrable Securities as set forth in Section 2(b).


 


“Registration
Expenses” has the meaning set forth in Section 7(d).


 


“Registration
Statement” means a registration statement filed pursuant to the Securities Act.


 


“Respective
Demand Registration Date” means (a) with respect to the Class A Shareholders,
any time after one hundred eighty (180) days after the IPO Effectiveness Date
and (b) with respect to the General Atlantic Shareholders, any time after the
earlier of (x) the first anniversary of the IPO Effectiveness Date and (y)
ninety (90) days after the date on which the Successor Corporation consummates
a Demand Registration made by the Class A Shareholders.


 


“S-3
Initiating Holders” has the meaning set forth in Section 5(a).


 


“S-3
Registration” has the meaning set forth in Section 5(a).


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder.


 


“Shares” means
the Class A Shares, Class B Shares, Class C Shares and any and all equity
securities of the Company or any successor or assign of the Company (whether by
merger, consolidation, sale of assets or otherwise) which may be issued at or
prior to the Conversion in respect of, in conversion of, in exchange for or in
substitution of, the Class A Shares, Class B Shares or Class C Shares.


 


“Share
Equivalents” means any security or obligation which is by its terms, directly
or indirectly, convertible into or exchangeable or exercisable for shares of
Common Stock, including, without limitation, Preferred Stock, and any option,
warrant or other subscription or purchase right with respect to shares of
Common Stock or any Share Equivalent.


 


“Subsequent
General Atlantic Purchaser” means any Affiliate of GAP LLC that, after the date
hereof, acquires any Registrable Securities; provided, however, that if such
acquisition occurs prior to the Conversion, such Affiliate has been admitted to
the Company as an Additional Member (as defined in the Ninth Amended and
Restated LLC Agreement) in accordance with the terms of the Ninth Amended and
Restated LLC Agreement.


 


“Successor
Corporation” has the meaning set forth in the Ninth Amended and Restated LLC
Agreement.


 


“Valid
Business Reason” has the meaning set forth in Section 3(a).


 

















 


2. General; Securities
Subject to this Agreement.


 


(a) Grant of Rights. The Company hereby
grants registration rights to the Designated Holders upon the terms and
conditions set forth in this Agreement.


 


(b) Registrable Securities. For
the purposes of this Agreement, Registrable Securities will cease to be
Registrable Securities, when (i) a Registration Statement covering such
Registrable Securities has been declared effective under the Securities Act by
the Commission and such Registrable Securities have been disposed of pursuant
to such effective Registration Statement, (ii) (x) the entire amount of the
Registrable Securities owned by a Designated Holder may be sold in a single
sale, without any limitation as to volume pursuant to Rule 144 (or any
successor provision then in effect) under the Securities Act and (y) until such
time as such Designated Holder is no longer subject to the volume restrictions
of Rule 144(e) under the Securities Act by virtue of the operation of Rule
144(k) under the Securities Act, such Designated Holder owning such Registrable
Securities owns less than one percent (1%) of the outstanding class of
Registrable Securities proposed to be sold, or (iii) the Registrable Securities
are proposed to be sold or distributed by a Person not entitled to the
registration rights granted by this Agreement.


 


(c) Holders of Registrable
Securities. A Person is deemed to be a holder of Registrable Securities
whenever such Person owns of record Registrable Securities, or holds an option
to purchase, or a security convertible into, or exercisable or exchangeable
for, Registrable Securities whether or not such acquisition, conversion
exercise or exchange has actually been effected, provided that such option or
security convertible into, or exercisable or exchangeable for, Registrable
Securities is then immediately convertible into, or exercisable or exchangeable
for, as the case may be, Registrable Securities, unless the Successor
Corporation otherwise agrees. If the Company receives conflicting instructions,
notices or elections from two or more Persons with respect to the same
Registrable Securities, the Company may act upon the basis of the instructions,
notice or election received from the registered owner of such Registrable
Securities. Registrable Securities issuable upon exercise of an option or upon
conversion of, or exercise or exchange of, another security shall be deemed
outstanding for the purposes of this Agreement, provided that such option or
other security is then immediately convertible into, or exercisable or
exchangeable for, as the case may be, Registrable Securities, unless the
Successor Corporation otherwise agrees.


 


3. Demand Registration.


 


(a) Request for Demand
Registration.


 


(i) At any time after the Respective Demand Registration Date, one or
more of (x) the General Atlantic Shareholders as a group, acting through GAP LP
or their written designee or (y) the Class A Shareholders as a group, upon the
written request of Class A Shareholders holding 25% or more of the Registrable
Securities held by all the Class A Shareholders, (each, an “Initiating Holder”
and together, the “Initiating Holders”) may make a written


 

















 


request to the Company to
register, and the Company shall register, under the Securities Act (other than
pursuant to a Registration Statement on Form S-4 or S-8 or any successor
thereto) (a “Demand Registration”), the number of Registrable Securities stated
in such request; provided, however, that the Company shall not be obligated to
effect (A) more than two (2) such Demand Registrations for the General Atlantic
Shareholders and more than six (6) such Demand Registrations in the aggregate
for the Class A Shareholders and (B) a Demand Registration if the Initiating
Holders propose to sell their Registrable Securities at an aggregate price
(calculated based upon the Market Price of the Registrable Securities on the
date of filing of the Registration Statement with respect to such Registrable
Securities) to the public of less than $30,000,000, if the Initiating Holders
have elected in accordance with Section 3(e) to cause such Demand Registration
to be in the form of a firm commitment underwritten offering, or $15,000,000,
if the Initiating Holders have not elected to cause such Demand Registration to
be in the form of a firm commitment underwritten offering. For purposes of the
preceding sentence, two or more Registration Statements filed in response to
one demand shall be counted as one Demand Registration.


 


(ii) If the Board of Directors, in its good faith judgment, determines
that any registration of Registrable Securities should not be made or continued
because it would (x) materially adversely affect any material financing,
acquisition, corporate reorganization or merger or other material transaction
involving the Company or (y) require the Company to disclose in a Registration
Statement information not otherwise then required by law to be publicly
disclosed and, in the good faith judgment of the Board of Directors, (A) such
disclosure would be materially harmful to the Company and its stockholders or
(B) the Company has a bona fide purpose for preserving the confidentiality of
such information (each, a “Valid Business Reason”), the Company (1) may
postpone filing a Registration Statement relating to a Demand Registration
until such Valid Business Reason no longer exists, but in no event for more
than ninety (90) days, and (2) in case a Registration Statement has been filed
relating to a Demand Registration, upon the approval of a majority of the Board
of Directors, may cause such Registration Statement to be withdrawn and its
effectiveness terminated or may postpone amending or supplementing such
Registration Statement. The Company shall give written notice of its
determination to postpone or withdraw a Registration Statement and of the fact
that the Valid Business Reason for such postponement or withdrawal no longer
exists, in each case, promptly after the occurrence thereof. Notwithstanding
anything to the contrary contained herein, the Company may not postpone or
withdraw a filing under this Section 3(a) more than twice in any twelve (12)
month period for periods that in the aggregate may not exceed ninety (90) days.
Each request for a Demand Registration by the Initiating Holders shall state
the amount of the Registrable Securities proposed to be sold and the intended
method of disposition thereof.


 


(b) Incidental or “Piggy-Back”
Rights with Respect to a Demand Registration. Each of the Designated
Holders (other than Initiating Holders which have requested a registration
under Section 3(a)) may offer its Registrable Securities under any Demand
Registration pursuant to this Section 3(b). Within five (5) days after the
receipt of a request for a Demand Registration from an Initiating Holder, the
Company shall (i) give written notice thereof to all of the Designated Holders
(other than Initiating Holders


 

















 


which have requested a
registration under Section 3(a)) and (ii) subject to Section 3(e), include in
such registration all of the Registrable Securities held by such Designated
Holders from whom the Company has received a written request for inclusion
therein within ten (10) days of the receipt by such Designated Holders of such
written notice referred to in clause (i) above, provided that any Class A
Shareholder that has requested in writing to participate in a Demand
Registration initially requested by the Class A Shareholders shall be deemed to
be an Initiating Holder (and not a Designated Holder requesting inclusion of
its Registrable Securities in accordance with this sentence) for purposes of
Sections 3(c), 3(d), 3(e) and 6(a). Each such request by such Designated
Holders shall specify the number of Registrable Securities proposed to be
registered. The failure of any Designated Holder to respond within such 10-day
period referred to in clause (ii) above shall be deemed to be a waiver of such
Designated Holder’s rights under this Section 3 with respect to such Demand
Registration. Any Designated Holder may waive its rights under this Section 3
prior to the expiration of such 10-day period by giving written notice to the
Company, with a copy to the Initiating Holders. If a Designated Holder sends
the Company a written request for inclusion of part or all of such Designated
Holder’s Registrable Securities in a registration, such Designated Holder shall
not be entitled to withdraw or revoke such request without the prior written
consent of the Company in its sole discretion unless, as a result of facts or
circumstances arising after the date on which such request was made relating to
the Company or to market conditions, such Designated Holder reasonably
determines that participation in such registration would have a material
adverse effect on such Designated Holder.


 


(c) Effective Demand Registration.
The Company shall use its reasonable best efforts to cause any such Demand
Registration to become and remain effective not later than sixty (60) days
after it receives a request under Section 3(a). A registration shall not
constitute a Demand Registration until it has become effective and remains
continuously effective for the lesser of (i) the period during which all
Registrable Securities registered in the Demand Registration are sold and (ii)
one hundred and twenty (120) days; provided, however, that a registration shall
not constitute a Demand Registration if (x) after such Demand Registration has
become effective, such registration or the related offer, sale or distribution
of Registrable Securities thereunder is interfered with by any stop order,
injunction or other order or requirement of the Commission or other
governmental agency or court for any reason not attributable to the Initiating
Holders and such interference is not thereafter eliminated or (y) the
conditions specified in the underwriting agreement, if any, entered into in
connection with such Demand Registration are not satisfied or waived, other
than by reason of a failure by the Initiating Holder.


 


(d) Expenses. The Company shall pay all
Registration Expenses in connection with a Demand Registration, whether or not
such Demand Registration becomes effective; provided, however, that if a Demand
Registration is withdrawn at the request of the Initiating Holders holding a
majority of the Registrable Securities held by all of the Initiating Holders
(other than as a result of information concerning the business or financial
condition of the Company made known to the Initiating Holders within thirty
(30) days after the date on which such Demand Registration was requested) and
if such Initiating Holders elect not to have such registration count as a
Demand Registration, each of the Initiating


 

















 


Holders shall pay the
Registration Expenses of such registration pro rata in accordance with the
number of its Registrable Securities that were to have been included in such
registration.


 


(e) Underwriting Procedures. If the
Company or the Initiating Holders holding a majority of the Registrable
Securities held by all of the Initiating Holders so elect, the Company shall
use its reasonable best efforts to cause such Demand Registration to be in the
form of a firm commitment underwritten offering and the managing underwriter or
underwriters selected for such offering shall be the Approved Underwriter
selected in accordance with Section 3(f). In connection with any Demand
Registration under this Section 3 involving an underwritten offering, none of
the Registrable Securities held by any Designated Holder making a request for
inclusion of such Registrable Securities pursuant to Section 3(b) shall be included
in such underwritten offering unless such Designated Holder accepts the terms
of the offering as agreed upon by the Company, the Initiating Holders and the
Approved Underwriter, and then only in such quantity as will not, in the
opinion of the Approved Underwriter, jeopardize the success of such offering by
the Initiating Holders. If the Approved Underwriter advises the Company that
the aggregate amount of such Registrable Securities requested to be included in
such offering is sufficiently large to have a material adverse effect on the
success of such offering, then the Company shall include in such registration
only the aggregate amount of Registrable Securities that the Approved
Underwriter believes may be sold without any such material adverse effect and
shall reduce the amount of Registrable Securities to be included in such
registration, first as to the Company, second as to (x) the Designated Holders
(who are not Initiating Holders and who requested to participate in such
registration pursuant to Section 3(b)) as a group, if any, and (y) the Other
Stockholders who requested to be included in such offering, if any, as a group,
in the case of foregoing clauses (x) and (y) pro rata based on the number of
Registrable Securities owned by such Designated Holders and the number of
shares of Common Stock owned by such Other Stockholders and third as to the
Initiating Holders as a group, pro rata based on the number of Registrable
Securities owned by each Initiating Holder. No Other Stockholder may participate
in any offering under this Section 3 unless it satisfies all requirements under
this Section 3 that a Designated Holder exercising rights under Section 3(b) to
include some or all of its Registrable Securities in a Demand Registration
would have to satisfy.


 


(f) Selection of Underwriters. If
any Demand Registration or S-3 Registration, as the case may be, of Registrable
Securities is in the form of an underwritten offering, the Company, acting
through the Board of Directors, shall select and obtain an investment banking
firm of national reputation to act as the managing underwriter of the offering
(the “Approved Underwriter”).


 


4. Incidental or “Piggy-Back”
Registration.


 


(a) Request for Incidental
Registration. At any time after the IPO Effectiveness Date, if the Company
proposes to file a Registration Statement under the Securities Act with respect
to an offering of shares of Common Stock by the Company for its own account
(other than a Registration Statement on Form S-4 or S-8 or any successor
thereto) or for the account of any Other Stockholder, then the Company shall
give written notice of such proposed filing to each of the Designated Holders
at least ten (10) days before the anticipated


 

















 


filing date, and such notice
shall describe the proposed registration and distribution and offer such
Designated Holders the opportunity to register the number of Registrable
Securities as each such Designated Holder may request (an “Incidental
Registration”). The Company shall use its reasonable best efforts (within ten
(10) days of the notice provided for in the preceding sentence) to cause the
managing underwriter or underwriters in the case of a proposed underwritten
offering (the “Company Underwriter”) to permit each of the Designated Holders
who have requested in writing to participate in the Incidental Registration to
include its Registrable Securities in such offering on the same terms and
conditions as the shares of Common Stock for the account of the Company or for
the account of such Other Stockholder, as the case may be, included therein. In
connection with any Incidental Registration under this Section 4(a) involving
an underwritten offering, the Company shall not be required to include any
Registrable Securities in such underwritten offering unless the Designated
Holders thereof accept the terms of the underwritten offering as agreed upon
between the Company and the Company Underwriter, and then only in such quantity
as the Company Underwriter believes will not jeopardize the success of the
offering by the Company. If the Company Underwriter determines that the
registration of all or part of the Registrable Securities which the Designated
Holders have requested to be included would materially adversely affect the
success of such offering, then the Company shall be required to include in such
Incidental Registration, to the extent of the amount that the Company
Underwriter believes may be sold without causing such adverse effect, first,
(i) if the Registration Statement is proposed by the Company to be filed with
respect to an offering of shares of Common Stock for the account of the
Company, all of the shares of Common Stock to be offered for the account of the
Company or (ii) if the Registration Statement is requested to be filed with
respect to an offering of shares of Common Stock for the account or accounts of
an Other Stockholder or Other Stockholders, all of the shares of Common Stock
to be offered for the account or accounts of such Other Stockholder or Other
Stockholders initially requesting such Registration Statement; second, (x) the
Registrable Securities to be offered for the account of the Designated Holders
pursuant to this Section 4 and (y) the shares of Common Stock to be offered for
the account of any Other Stockholder requested to be included in such offering
(other than any shares of Common Stock offered for the account of the Other
Stockholder, if any, initially requesting such Registration Statement), in the
case of foregoing clauses (x) and (y) pro rata based on the number of
Registrable Securities owned by each such Designated Holder and the number of
shares of Common Stock owned by each such Other Stockholder; and third, the
shares of Common Stock to be offered for the account of the Company, if the
Registration Statement is not initially proposed by the Company to be filed
with respect to an offering of shares of Common Stock for the account of the
Company.


 


(b) Expenses. The Company shall bear
all Registration Expenses in connection with any Incidental Registration
pursuant to this Section 4, whether or not such Incidental Registration becomes
effective.


 


5. Form S-3 Registration.


 


(a) Request for a Form S-3
Registration. Upon the Company becoming eligible for use of Form S-3 (or
any successor form thereto) under the Securities Act in connection with a
public offering of its securities, in the event that the Company shall receive
from one or more of the General Atlantic


 

















 


Shareholders as a group, acting
through GAP LP or their written designee, or the Class A Shareholders as a
group, upon the written request of Class A Shareholders holding 25% or more of
the Registrable Securities held by all the Class A Shareholders, (each, an “S-3
Initiating Holder” and together, the “S-3 Initiating Holders”), a written
request that the Company register, under the Securities Act on Form S-3 (or any
successor form then in effect) (an “S-3 Registration”), all or a portion of the
Registrable Securities owned by such S-3 Initiating Holders, the Company shall
give written notice of such request to all of the Designated Holders (other
than S-3 Initiating Holders which have requested an S-3 Registration under this
Section 5(a)) at least ten (10) days before the anticipated filing date of such
Form S-3, and such notice shall describe the proposed registration and offer
such Designated Holders the opportunity to register the number of Registrable
Securities as each such Designated Holder may request in writing to the
Company, given within ten (10) days after their receipt from the Company of the
written notice of such registration. With respect to each S-3 Registration, the
Company shall, subject to Section 5(b), (i) include in such offering the
Registrable Securities of the S-3 Initiating Holders and (ii) use its
reasonable best efforts to (x) cause such registration pursuant to this Section
5(a) to become and remain effective as soon as practicable, but in any event
not later than sixty (60) days after it receives a request therefor and (y)
include in such offering the Registrable Securities of the Designated Holders
(other than S-3 Initiating Holders which have requested an S-3 Registration
under this Section 5(a)) who have requested in writing to participate in such
registration on the same terms and conditions as the Registrable Securities of
the S-3 Initiating Holders included therein, provided that any Class A
Shareholder that has requested in writing to participate in an S-3 Registration
initially requested by the Class A Shareholders shall be deemed to be an S-3
Initiating Holder (and not a Designated Holder requesting inclusion of its
Registrable Securities in accordance with the preceding clause (y)) for
purposes of this sentence and Sections 5(b), 5(c), 5(d) and 6(a).


 


(b) Form S-3 Underwriting Procedures. If the S-3
Initiating Holders holding a majority of the Registrable Securities held by all
of the S-3 Initiating Holders so elect, the Company shall use its reasonable
best efforts to cause such S-3 Registration pursuant to this Section 5 to be in
the form of a firm commitment underwritten offering and the managing
underwriter or underwriters selected for such offering shall be the Approved
Underwriter selected in accordance with Section 3(f). In connection with any
S-3 Registration under this Section 5 involving an underwritten offering, the
Company shall not be required to include any Registrable Securities in such
underwritten offering unless the Designated Holders thereof accept the terms of
the underwritten offering as agreed upon between the Company, the Approved
Underwriter and the S-3 Initiating Holders, and then only in such quantity as
will not, in the opinion of the Approved Underwriter, jeopardize the success of
such offering by the S-3 Initiating Holders. If the Approved Underwriter
advises the Company that the registration of all or part of (i) the Registrable
Securities which the S-3 Initiating Holders and the other Designated Holders
have requested to be included or (ii) the shares of Common Stock which any
Other Stockholder has requested to be included would materially adversely
affect the success of such public offering, then the Company shall be required
to include in the underwritten offering, to the extent of the amount that the
Approved Underwriter believes may be sold without causing such adverse effect,
first, all of the Registrable Securities to be offered for the account of the
S-3


 

















 


Initiating Holders, pro rata
based on the number of Registrable Securities owned by such S-3 Initiating
Holders; and second, (x) the Registrable Securities to be offered for the
account of the other Designated Holders who requested inclusion of their
Registrable Securities pursuant to Section 5(a) and (y) the shares of Common
Stock to be offered for the account of any Other Stockholder who requested to
be included in such offering, in the case of foregoing clauses (x) and (y) pro
rata based on the number of Registrable Securities owned by each such
Designated Holder and the number of shares of Common Stock owned by each such
Other Stockholder. No Other Stockholder may participate in any offering under
this Section 5 unless it satisfies all requirements under this Section 5 that a
Designated Holder exercising rights under Section 5(a) to include some or all
of its Registrable Securities in an S-3 Registration would have to satisfy.


 


(c) Limitations on Form S-3
Registrations. If the Board of Directors has a Valid Business Reason, the
Company (x) may postpone filing a Registration Statement relating to an S-3
Registration until such Valid Business Reason no longer exists, but in no event
for more than ninety (90) days and (y) in case a Registration Statement has
been filed relating to an S-3 Registration, upon the approval of a majority of
the Board of Directors, may cause such Registration Statement to be withdrawn
and its effectiveness terminated or may postpone amending or supplementing such
Registration Statement. The Company shall give written notice of its
determination to postpone or withdraw a Registration Statement and of the fact
that the Valid Business Reason for such postponement or withdrawal no longer
exists, in each case, promptly after the occurrence thereof. Notwithstanding
anything to the contrary contained herein, the Company may not postpone or
withdraw a filing due to a Valid Business Reason more than twice in any twelve
(12) month period for periods that in the aggregate may not exceed ninety (90)
days. In addition, the Company shall not be required to effect any registration
pursuant to Section 5(a), (i) within ninety (90) days after the effective date
of any other Registration Statement of the Company, (ii) if within the twelve
(12) month period preceding the date of such request, the Company has effected
two (2) registrations on Form S-3 pursuant to Section 5(a), (iii) if Form S-3
is not available for such offering by the S-3 Initiating Holders or (iv) if the
S-3 Initiating Holders, together with the Designated Holders (other than S-3
Initiating Holders which have requested an S-3 Registration under Section 5(a))
registering Registrable Securities in such registration, propose to sell their
Registrable Securities at an aggregate price (calculated based upon the Market
Price of the Registrable Securities on the date of filing of the Form S-3 with
respect to such Registrable Securities) to the public of less than $10,000,000.


 


(d) Expenses. The Company shall bear all
Registration Expenses in connection with any S-3 Registration pursuant to this
Section 5, whether or not such S-3 Registration becomes effective; provided,
however, that if an S-3 Registration is withdrawn at the request of the S-3 Initiating
Holders holding a majority of the Registrable Securities held by all of the S-3
Initiating Holders (other than as a result of information concerning the
business or financial condition of the Company made known to the S-3 Initiating
Holders within thirty (30) days after the date on which such S-3 Registration
was requested) and if such S-3 Initiating Holders elect not to have such
registration count as an S-3 Registration, each of the S-3 Initiating Holders
shall pay the Registration Expenses of such registration pro rata in accordance
with the number of its Registrable Securities that were to have been included
in such registration.


 

















 


(e) No Demand Registration. No
registration requested by any S-3 Initiating Holder pursuant to this Section 5
shall be deemed a Demand Registration pursuant to Section 3.


 


6. Holdback Agreements.


 


(a) Restrictions on Public
Sale by Designated Holders. To the extent (i) requested (A) by the Company,
the Initiating Holders or the S-3 Initiating Holders, as the case may be, in
the case of a non-underwritten public offering and (B) by the Approved
Underwriter or the Company Underwriter, as the case may be, in the case of an
underwritten public offering and (ii) all of the Company’s executive officers,
directors and holders in excess of one percent (1%) of its outstanding equity
securities execute agreements substantially similar (provided that the period
during which such executive officers, directors and holders may not take the
actions set forth in the following clause (x) is identical) to those referred
to in this Section 6(a), each Designated Holder agrees (x) not to effect any
public sale or distribution of any Registrable Securities or of any securities
convertible into or exchangeable or exercisable for such Registrable
Securities, including a sale pursuant to Rule 144 under the Securities Act, or
offer to sell, contract to sell (including, without limitation, any short
sale), grant any option to purchase, or enter into any hedging or similar
transaction with the same economic effect as a sale with respect to, any
Registrable Securities and (y) not to make any request for a Demand
Registration or S-3 Registration under this Agreement, during the ninety (90)
day period or such shorter period, if any, mutually agreed upon by such
Designated Holder and the requesting party beginning on the effective date of
the Registration Statement (except as part of such registration) for such
public offering. No Designated Holder of Registrable Securities subject to this
Section 6(a) shall be released from any obligation under any agreement,
arrangement or understanding entered into pursuant to this Section 6(a) unless
all other Designated Holders of Registrable Securities subject to the same
obligation are also released.


 


(b) Restrictions on Public
Sale by the Company. The Company agrees not to effect any public sale or
distribution of any of its securities, or any securities convertible into or
exchangeable or exercisable for such securities (except pursuant to
registrations on Form S-4 or S-8 or any successor thereto), during the period
beginning on the effective date of any Registration Statement in which the
Designated Holders of Registrable Securities are participating and ending on
the earlier of (i) the date on which all Registrable Securities registered on
such Registration Statement are sold and (ii) one hundred and twenty (120) days
after the effective date of such Registration Statement (except as part of such
registration).


 


7. Registration Procedures.


 


(a) Obligations of the Company.
Whenever registration of Registrable Securities has been requested pursuant to
Section 3, Section 4 or Section 5, the Company shall use its reasonable best
efforts to effect the registration and sale of such Registrable Securities in
accordance with the intended method of distribution thereof as expeditiously as
reasonably practicable, and in connection with any such request, the Company
shall, as


 

















 


expeditiously as possible:


 


(i) prepare and file with the Commission a Registration Statement on
any form for which the Company then qualifies or which counsel for the Company
shall deem appropriate and which form shall be available for the sale of such
Registrable Securities in accordance with the intended method of distribution
thereof, and cause such Registration Statement to become effective; provided,
however, that (x) before filing a Registration Statement or prospectus or any
amendments or supplements thereto, the Company shall provide counsel selected
by the Designated Holders holding a majority of the Registrable Securities
being registered in such registration (“Holders’ Counsel”) and any other
Inspector with an adequate and appropriate opportunity to review and comment on
such Registration Statement and each prospectus included therein (and each
amendment or supplement thereto) to be filed with the Commission, subject to
such documents being under the Company’s control, and (y) the Company shall
notify the Holders’ Counsel and each seller of Registrable Securities of any
stop order issued or threatened by the Commission and take all actions required
to prevent the entry of such stop order or to remove it if entered;


 


(ii) prepare and file with the Commission such amendments and
supplements to such Registration Statement and the prospectus used in
connection therewith as may be necessary to keep such Registration Statement
effective for the lesser of (x) one hundred and twenty (120) days and (y) such
shorter period which will terminate when all Registrable Securities covered by
such Registration Statement have been sold; and shall comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such Registration Statement during such period in
accordance with the intended methods of disposition by the sellers thereof set
forth in such Registration Statement;


 


(iii) furnish to each seller of Registrable Securities, prior to filing
a Registration Statement, at least one copy of such Registration Statement as
is proposed to be filed, and thereafter such number of copies of such
Registration Statement, each amendment and supplement thereto (in each case
including all exhibits thereto), and the prospectus included in such
Registration Statement (including each preliminary prospectus) and any
prospectus filed under Rule 424 under the Securities Act as each such seller
may reasonably request in order to facilitate the disposition of the
Registrable Securities owned by such seller;


 


(iv) register or qualify such Registrable Securities under such other
securities or “blue sky” laws of such jurisdictions as any seller of
Registrable Securities may request, and to continue such qualification in
effect in such jurisdiction for as long as permissible pursuant to the laws of
such jurisdiction, or for as long as any such seller requests or until all of
such Registrable Securities are sold, whichever is shortest, and do any and all
other acts and things which may be reasonably necessary or advisable to enable
any such seller to consummate the disposition in such jurisdictions of the
Registrable Securities owned by such seller; provided, however, that the
Company shall not be required to (x) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for this
Section 7(a)(iv), (y) subject itself to taxation in any such jurisdiction or
(z) consent to general service of process in any such jurisdiction;


 

















 


(v) notify each seller of Registrable Securities at any time when a
prospectus relating thereto is required to be delivered under the Securities
Act, upon discovery that, or upon the happening of any event as a result of
which, the prospectus included in such Registration Statement contains an
untrue statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading and the
Company shall promptly prepare a supplement or amendment to such prospectus and
furnish to each seller of Registrable Securities a reasonable number of copies
of such supplement to or an amendment of such prospectus as may be necessary so
that, after delivery to the purchasers of such Registrable Securities, such
prospectus shall not contain an untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading;


 


(vi) enter into and perform customary agreements (including an
underwriting agreement in customary form with the Approved Underwriter or
Company Underwriter, if any, selected as provided in Section 3, Section 4 or
Section 5, as the case may be) and take such other actions as are prudent and
reasonably required in order to expedite or facilitate the disposition of such
Registrable Securities, including causing its officers to participate in “road
shows” and other information meetings organized by the Approved Underwriter or
Company Underwriter;


 


(vii) make available at reasonable times for inspection by any seller
of Registrable Securities, any managing underwriter participating in any
disposition of such Registrable Securities pursuant to a Registration
Statement, Holders’ Counsel and any attorney, accountant or other agent
retained by any such seller or any managing underwriter (each, an “Inspector”
and collectively, the “Inspectors”), all financial and other records, pertinent
limited liability company or corporate documents and properties of the Company
and its subsidiaries (collectively, the “Records”) as shall be reasonably
necessary to enable them to exercise their due diligence responsibility, and
cause the Company’s and its subsidiaries’ officers, directors and employees,
and the independent public accountants of the Company, to supply all
information (together with the Records, the “Information”) reasonably requested
by any such Inspector in connection with such Registration Statement.
Information that the Company determines, in good faith, to be confidential and
which it notifies the Inspectors is confidential shall not be disclosed by the
Inspectors (and the Inspectors shall confirm their agreement in writing in
advance to the Company if the Company shall so request) unless (x) the
disclosure of such Information is necessary, in the Company’s good faith
judgment, to avoid or correct a misstatement or omission in the Registration
Statement, (y) the release of such Information is ordered pursuant to a
subpoena or other order from a court of competent jurisdiction after exhaustion
of all appeals therefrom or (z) the Information was known to the Inspectors on
a non-confidential basis prior to its disclosure by the Company or has been
made generally available to the public. If requested by the Company, an Inspector
shall enter into a confidentiality agreement with the Company on terms and
conditions reasonably satisfactory to the Company. Each seller of Registrable
Securities agrees that it shall, upon learning that disclosure of such
Information is sought in a court of competent jurisdiction, give notice to the
Company and allow the Company, at the Company’s


 

















 


expense, to undertake
appropriate action to prevent disclosure of the Information deemed
confidential;


 


(viii) if such sale is pursuant to an underwritten offering, obtain a
“cold comfort” letter dated the effective date of the Registration Statement
and the date of the closing under the underwriting agreement from the Company’s
independent public accountants in customary form and covering such matters of
the type customarily covered by “cold comfort” letters as Holders’ Counsel or
the managing underwriter reasonably requests;


 


(ix) furnish, at the request of any seller of Registrable Securities on
the date such securities are delivered to the underwriters for sale pursuant to
such registration, an opinion, dated such date, of counsel representing the
Company for the purposes of such registration, addressed to the underwriters
and to the seller making such request, covering such legal matters with respect
to the registration in respect of which such opinion is being given as the
underwriters may reasonably request and are customarily included in such
opinions; provided that no such opinion is required to be delivered to any
seller one or more of whose direct or indirect beneficial owners is an officer
of the Company;


 


(x) comply with all applicable rules and regulations of the Commission,
and make available to its security holders, as soon as reasonably practicable
but no later than fifteen (15) months after the effective date of the
Registration Statement, an earnings statement covering a period of twelve (12)
months beginning after the effective date of the Registration Statement, in a
manner which satisfies the provisions of Section 11(a) of the Securities Act
and Rule 158 thereunder;


 


(xi) cause all such Registrable Securities to be listed on each
securities exchange on which similar securities issued by the Company are then
listed, provided that the applicable listing requirements are satisfied;


 


(xii) keep Holders’ Counsel advised as to the initiation and progress
of any registration under Section 3, Section 4 or Section 5;


 


(xiii) cooperate with each seller of Registrable Securities and each
underwriter participating in the disposition of such Registrable Securities and
their respective counsel in connection with any filings required to be made
with the NASD; and


 


(xiv) use its reasonable best efforts to take all other steps
reasonably necessary to effect the registration of the Registrable Securities
contemplated hereby.


 


(b) Seller Information. The Company
may require each seller of Registrable Securities as to which any registration
is being effected to furnish, and such seller shall furnish, to the Company
such information regarding the distribution of such securities as the Company
may from time to time reasonably request in writing.


 


(c) Notice to Discontinue. Each
Designated Holder agrees that, upon receipt of any notice from the Company of
the happening of any event of the


 

















 


kind described in Section
7(a)(v), such Designated Holder shall forthwith discontinue disposition of
Registrable Securities pursuant to the Registration Statement covering such
Registrable Securities until such Designated Holder’s receipt of the copies of
the supplemented or amended prospectus contemplated by Section 7(a)(v) and, if
so directed by the Company, such Designated Holder shall deliver to the Company
(at the Company’s expense) all copies, other than permanent file copies then in
such Designated Holder’s possession, of the prospectus covering such
Registrable Securities which is current at the time of receipt of such notice.
If the Company shall give any such notice, the Company shall extend the period
during which such Registration Statement shall be maintained effective pursuant
to this Agreement (including, without limitation, the period referred to in
Section 7(a)(ii)) by the number of days during the period from and including
the date of the giving of such notice pursuant to Section 7(a)(v) to and
including the date when sellers of such Registrable Securities under such
Registration Statement shall have received the copies of the supplemented or
amended prospectus contemplated by and meeting the requirements of Section
7(a)(v).


 


(d) Registration Expenses. The Company
shall pay all expenses arising from or incident to its performance of, or
compliance with, this Agreement, including, without limitation, (i) Commission,
stock exchange and NASD registration and filing fees, (ii) all fees and
expenses incurred in complying with securities or “blue sky” laws (including
reasonable fees, charges and disbursements of counsel to any underwriter
incurred in connection with “blue sky” qualifications of the Registrable
Securities as may be set forth in any underwriting agreement), (iii) all
printing, messenger and delivery expenses, (iv) the fees, charges and expenses
of counsel to the Company and of its independent public accountants and any
other accounting fees, charges and expenses incurred by the Company (including,
without limitation, any expenses arising from any “cold comfort” letters or any
special audits incident to or required by any registration or qualification)
and reasonable legal fees, charges and expenses of one law firm incurred, in
the case of a Demand Registration or an S-3 Registration, by the Initiating
Holders or the S-3 Initiating Holders, as the case may be, and (v) any
liability insurance or other premiums for insurance obtained in connection with
any Demand Registration or piggy-back registration thereon, Incidental
Registration or S-3 Registration pursuant to the terms of this Agreement,
regardless of whether such Registration Statement is declared effective. All of
the expenses described in the preceding sentence of this Section 7(d) are
referred to herein as “Registration Expenses.” The Designated Holders of
Registrable Securities sold pursuant to a Registration Statement shall bear the
expense of any broker’s commission or underwriter’s discount or commission
relating to the registration and sale of such Designated Holders’ Registrable
Securities and, subject to clause (iv) above, shall bear the fees and expenses
of their own counsel.


 


8. Indemnification; Contribution.


 


(a) Indemnification by the Company.
The Company agrees to indemnify and hold harmless each Designated Holder, its
partners, directors, officers, Affiliates and each Person who controls (within
the meaning of Section 15 of the Securities Act) such Designated Holder from
and against any and all losses, claims, damages, liabilities and expenses
(including reasonable costs of


 

















 


investigation) (each, a
“Liability” and collectively, “Liabilities”), arising out of or based upon any
untrue, or allegedly untrue, statement of a material fact contained in any
Registration Statement, prospectus or preliminary prospectus or notification or
offering circular (as amended or supplemented if the Company shall have
furnished any amendments or supplements thereto) or arising out of or based
upon any omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading
in light of the circumstances under which such statements were made, except
insofar as such Liability arises out of or is based upon (i) any untrue
statement or alleged untrue statement or omission or alleged omission contained
in such Registration Statement, preliminary prospectus or final prospectus in
reliance and in conformity with information concerning such Designated Holder
furnished in writing to the Company by such Designated Holder expressly for use
therein, including, without limitation, the information furnished to the
Company pursuant to Section 8(b) or (ii) any Designated Holder’s failure to
deliver an amended or supplemented preliminary prospectus or final prospectus
in which the untrue statement or alleged untrue statement or omission or
alleged omission was corrected, and which amended or supplemented preliminary
prospectus or final prospectus was provided to the Designated Holder by the
Company prior to the time at which such Designated Holder had a duty to deliver
such amended or supplemented preliminary prospectus or final prospectus. The
Company shall also provide customary indemnities to any underwriters of the
Registrable Securities, their officers, directors and employees and each Person
who controls such underwriters (within the meaning of Section 15 of the
Securities Act).


 


(b) Indemnification by
Designated Holders. In connection with any Registration Statement in which
a Designated Holder is participating pursuant to Section 3, Section 4 or
Section 5, each such Designated Holder shall promptly furnish to the Company in
writing such information with respect to such Designated Holder as the Company
may reasonably request or as may be required by law for use in connection with
any such Registration Statement or prospectus and all information required to
be disclosed in order to make the information previously furnished to the
Company by such Designated Holder not materially misleading or necessary to
cause such Registration Statement not to omit a material fact with respect to
such Designated Holder necessary in order to make the statements therein not
misleading. Each Designated Holder agrees to indemnify and hold harmless the
Company, each of its directors, each of its officers, any underwriter retained
by the Company and each Person who controls the Company or such underwriter
(within the meaning of Section 15 of the Securities Act) to the same extent as
the foregoing indemnity from the Company to the Designated Holders, but only if
such statement or alleged statement or omission or alleged omission was made in
reliance upon and in conformity with information with respect to such
Designated Holder furnished in writing to the Company by such Designated Holder
expressly for use in such Registration Statement or prospectus, including,
without limitation, the information furnished to the Company pursuant to this
Section 8(b); provided, however, that the total amount to be indemnified by
such Designated Holder pursuant to this Section 8(b) shall be limited to the
net proceeds (after deducting the underwriters’ discounts and commissions)
received by such Designated Holder in the offering to which the Registration
Statement or prospectus relates.


 


(c) Conduct of
Indemnification Proceedings. Any Person entitled to


 

















 


indemnification hereunder (the
“Indemnified Party”) agrees to give prompt written notice to the indemnifying
party (the “Indemnifying Party”) after the receipt by the Indemnified Party of
any written notice of the commencement of any action, suit, proceeding or
investigation or threat thereof made in writing for which the Indemnified Party
intends to claim indemnification or contribution pursuant to this Agreement;
provided, however, that the failure so to notify the Indemnifying Party shall
not relieve the Indemnifying Party of any Liability that it may have to the
Indemnified Party hereunder (except to the extent that the Indemnifying Party
is materially prejudiced or otherwise forfeits rights or defenses by reason of
such failure). If notice of commencement of any such action is given to the
Indemnifying Party as above provided, the Indemnifying Party shall be entitled
to participate in and, to the extent it may wish, jointly with any other Indemnifying
Party similarly notified, to assume the defense of such action at its own
expense, with counsel chosen by it and reasonably satisfactory to such
Indemnified Party. The Indemnified Party shall have the right to employ
separate counsel in any such action and participate in the defense thereof, but
the fees and expenses of such counsel shall be paid by the Indemnified Party
unless (i) the Indemnifying Party agrees to pay the same, (ii) the Indemnifying
Party fails to assume the defense of such action with counsel reasonably
satisfactory to the Indemnified Party or (iii) the named parties to any such
action (including any impleaded parties) include both the Indemnifying Party
and the Indemnified Party and such parties have been advised by such counsel that
representation of such Indemnified Party and the Indemnifying Party by the same
counsel would be inappropriate under applicable standards of professional
conduct. In any of such cases, the Indemnifying Party shall not have the right
to assume the defense of such action on behalf of such Indemnified Party, it
being understood, however, that the Indemnifying Party shall not be liable for
the fees and expenses of more than one separate firm of attorneys (in addition
to any local counsel) for all Indemnified Parties. No Indemnifying Party shall
be liable for any settlement entered into without its written consent, which
consent, in the case of a settlement involving only the payment of money
damages, shall not be unreasonably withheld. No Indemnifying Party shall,
without the consent of such Indemnified Party, effect any settlement of any
pending or threatened proceeding in respect of which such Indemnified Party is
a party and indemnity has been sought hereunder by such Indemnified Party,
unless such settlement includes an unconditional release of such Indemnified
Party from all liability for claims that have been brought or made in such
proceeding.


 


(d) Contribution. If the indemnification
provided for in this Section 8 from the Indemnifying Party is unavailable to an
Indemnified Party hereunder in respect of any Liabilities referred to herein,
then the Indemnifying Party, in lieu of indemnifying such Indemnified Party,
shall contribute to the amount paid or payable by such Indemnified Party as a
result of such Liabilities in such proportion as is appropriate to reflect the
relative fault of the Indemnifying Party and Indemnified Party in connection
with the actions which resulted in such Liabilities, as well as any other
relevant equitable considerations. The relative faults of such Indemnifying
Party and Indemnified Party shall be determined by reference to, among other
things, whether any action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a
material fact, has been made by, or relates to information supplied by, such
Indemnifying Party or Indemnified Party, and the parties’ relative intent,
knowledge, access to


 

















 


information and opportunity to
correct or prevent such action. The amount paid or payable by a party as a
result of the Liabilities referred to above shall be deemed to include, subject
to the limitations set forth in Sections 8(a), 8(b) and 8(c), any legal or
other fees, charges or expenses reasonably incurred by such party in connection
with any investigation or proceeding; provided that the total amount to be
contributed by such Designated Holder shall be limited to the net proceeds
(after deducting the underwriters’ discounts and commissions) received by such
Designated Holder in the offering. The parties hereto agree that it would not
be just and equitable if contribution pursuant to this Section 8(d) were
determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to in the
preceding sentences of this Section 8(d). No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation.


 


9. Rule 144. The Company covenants that from and
after the IPO Effectiveness Date it shall (a) file any reports required to be
filed by it under the Exchange Act and (b) take such further action as each
Designated Holder may reasonably request (including providing any information
necessary to comply with Rule 144 under the Securities Act), all to the extent
required from time to time to enable such Designated Holder to sell Registrable
Securities without registration under the Securities Act within the limitation
of the exemptions provided by (i) Rule 144 under the Securities Act, as such
rule may be amended from time to time, or Regulation S under the Securities Act
or (ii) any successor rules or regulations hereafter adopted by the Commission.
The Company shall, upon the request of any Designated Holder, deliver to such
Designated Holder a written statement as to whether it has complied with such
requirements.


 


10. Miscellaneous.


 


(a) Recapitalizations, Exchanges, etc. The
provisions of this Agreement shall apply to the full extent set forth herein
with respect to (i) any and all equity securities of the Company into which the
Shares and the Preferred Shares are converted, exchanged or substituted in the
Conversion and (ii) any and all equity securities of the Company and the
Successor Corporation (whether by merger, consolidation, sale of assets or
otherwise) which may be issued at or prior to the Conversion in respect of, in
conversion of, in exchange for or in substitution of, the Shares and the
Preferred Shares and shall be appropriately adjusted for any dividends, stock
splits, reverse splits, combinations, recapitalizations and the like occurring
after the date hereof. The Company shall cause the Successor Corporation to be
bound by the terms of this Agreement and to be the “Company” for all purposes
herein as a condition of any such transaction, by execution and delivery of an
assumption agreement substantially in the form attached as Exhibit A hereto.


 


(b) No Inconsistent Agreements. The Company
represents and warrants that it has not granted to any Person the right to
request or require the Company to register any securities issued by the
Company, other than the rights granted to the Designated Holders herein. The Company
may grant additional registration rights to any Other Stockholder so long as
any agreement granting such additional demand registration rights (whether on
Form S-3 or otherwise) expressly incorporates and provides (i) that the
Designated Holders


 

















 


shall have incidental or
“piggy-back” registration rights for their Registrable Securities with respect
to any demand registrations by such Other Stockholders, (ii) for purposes of
any reduction in the amount of shares of Common Stock to be offered under any
registration pursuant to such agreement from the amount requested to be offered
by all holders requesting registration of their shares of Common Stock, the
Registrable Securities proposed to be included by any Designated Holders shall
be reduced in the manner set forth in Section 4(a) of this Agreement and (iii)
that the minimum aggregate price to the public at which any Other Stockholders
may propose to sell their shares of Common Stock pursuant to a demand right
exercised under such agreement is (x) in the case of any demand registration
other than on Form S-3 (or any successor form then in effect) for a firm
commitment underwritten offering, $30,000,000, (y) in the case of any demand
registration other than on Form S-3 (or any successor form then in effect) that
is not in the form of a firm commitment underwritten offering, $15,000,000 and
(z) in the case of a registration on Form S-3 (or any successor form then in
effect), $10,000,000, calculated in the case of each of clauses (x), (y) and
(z) based upon the Market Price of the shares of Common Stock to be registered
on the date of filing of the Registration Statement with respect to such shares
of Common Stock. Any such additional registration rights agreement may include
incidental or “piggy-back” rights with respect to Sections 3 and 5 of this
Agreement for the Other Stockholders so long as those rights comply with the
provisions of Sections 3 and 5 relating to requests by Other Stockholders to
include their shares of Common Stock in any offering that is conducted pursuant
to Section 3 or 5, as the case may be.


 


(c) Limitation on “Piggy-Back” or
Incidental Registration Rights. Notwithstanding anything herein to the
contrary, no Designated Holder shall have “piggy-back” or incidental
registration rights with respect to any evergreen Registration Statement that
is filed by the Company to register shares of Common Stock that may be
reoffered and resold in market-making or other transactions by broker-dealers
identified in such Registration Statement after such shares have been publicly
sold.


 


(d) Remedies. The Designated Holders, in addition
to being entitled to exercise all rights granted by law, including recovery of
damages, shall be entitled to specific performance of their rights under this
Agreement. The Company agrees that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by it of the
provisions of this Agreement and hereby agrees to waive in any action for
specific performance the defense that a remedy at law would be adequate.


 


(e) Amendments and Waivers. Except as
otherwise provided herein, the provisions of this Agreement may not be amended,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given unless consented to in writing by (i) the
Company, (ii) General Atlantic Shareholders holding Registrable Securities, or
Shares and Preferred Shares, as the case may be, representing (after giving
effect to any adjustments) at least a majority of the aggregate number of
Registrable Securities, or Shares and Preferred Shares, as the case may be,
owned by all of the General Atlantic Shareholders and (iii) Class A
Shareholders holding Registrable Securities or Shares, as the case may be,
representing (after giving effect to any adjustments) at least a majority of
the aggregate number of Registrable


 

















 


Securities or Shares, as the
case may be, owned by all of the Class A Shareholders. Any such written consent
shall be binding upon the Company and all of the Designated Holders.
Notwithstanding the first sentence of this Section 10(e), the Company, without
the consent of any other party hereto (other than the General Atlantic
Shareholders), may amend this Agreement to add any Subsequent General Atlantic
Purchaser as a party to this Agreement as a General Atlantic Shareholder.


 


(f) Notices. All notices, demands and other
communications provided for or permitted hereunder shall be made in writing and
shall be made by registered or certified first-class mail, return receipt
requested, telecopy, electronic transmission, courier service or personal
delivery:


 


 


(i) if to the Company:


 


Archipelago Holdings, L.L.C.


100 South Wacker Drive


Chicago, IL  60606


Telecopy:  (312) 621-0487


Attention:  Kevin O’Hara, Esq.


E-mail:  kevin@archipelago.com


 


with a copy to:


 


Sullivan & Cromwell LLP


125 Broad Street


New York, NY  10004-2498


Telecopy:  (212) 558-3588


Attention:  John Evangelakos,
Esq.


E-mail: 
EvangelakosJ@sullcrom.com


 


(ii) if to the General Atlantic Shareholders:


 


c/o General Atlantic Service Corporation


3 Pickwick Plaza


Greenwich, CT  06830


Telecopy:  (203) 622-8818


Attention: 
Matthew Nimetz, Esq.

Mr. Thomas J. Murphy


E-mail:  mnimetz@gapartners.com,
tmurphy@gapartners.com


 


with a copy to:


 


Paul, Weiss, Rifkind, Wharton & Garrison LLP


1285 Avenue of the Americas


New York, NY 10019-6064


Telecopy:  (212) 757-3990


Attention:   Douglas A. Cifu,
Esq.


E-mail:  dcifu@paulweiss.com


 


(iii) if to any Class A Shareholder, at its
address as it appears on its signature page hereto; and


 

















 


(iv) if to any other Designated Holder, at
its address as it appears on the record books of the Company.


 


All such notices, demands and
other communications shall be deemed to have been duly given when delivered by
hand, if personally delivered; when delivered by courier, if delivered by
commercial courier service; five (5) Business Days after being deposited in the
mail, postage prepaid, if mailed; and when receipt is acknowledged, if
telecopied or sent by electronic transmission. Any party may by notice given in
accordance with this Section 10(f) designate another address or Person for
receipt of notices hereunder.


 


(g) Successors and Assigns; Third
Party Beneficiaries. This Agreement shall inure to the benefit of and be
binding upon the Company and the Successor Corporation and the successors and
permitted assigns of the parties hereto as hereinafter provided. The Demand
Registration rights and the S-3 Registration rights and related rights of the
General Atlantic Shareholders and the Class A Shareholders contained in
Sections 3 and 5, shall be (i) with respect to any Registrable Security that is
transferred to a Permitted Transferee of a General Atlantic Shareholder or a
Class A Shareholder, automatically transferred to such Permitted Transferee and
(ii) with respect to any Registrable Security that is transferred in all other
cases, transferred only with the consent of the Company, which consent shall
not be unreasonably withheld. The incidental or “piggy-back” registration
rights of the Designated Holders contained in Sections 3(b), 4 and 5 and the
other rights of each of the Designated Holders with respect thereto shall be,
with respect to any Registrable Security, automatically transferred to any
Person who is the transferee of such Registrable Security, provided that to the
extent that such transfer occurs prior to the Conversion, such Person has been
admitted to the Company as an Additional Member (as defined in the Ninth
Amended and Restated LLC Agreement) in accordance with the terms of the Ninth Amended
and Restated LLC Agreement. Any transfer of rights pursuant to this Section
10(g) shall be contingent upon (x) the transferee providing a written
instrument to the Company, in form and substance reasonably satisfactory to the
Company, notifying the Company of such transfer and assignment and agreeing in
writing to be bound by the terms of this Agreement and (y) the transfer
occurring other than pursuant to a Registration Statement under the Securities
Act, Rule 144 under the Securities Act (or any successor rule or regulation
thereto) or Regulation S under the Securities Act (or any successor rule or
regulation thereto); provided, however, that (i) the General Atlantic
Shareholders, as a group, and any Class A Shareholder that holds Registrable
Securities representing more than 15% of the outstanding Common Stock of the
Successor Corporation may only transfer its Demand Registration rights, S-3
Registration rights or “piggy-back” registration rights with respect to any
such transfer of its Registrable Securities to up to three (3) other Persons
and (ii) each other Class A Shareholder may only transfer its Demand
Registration rights, S-3 Registration rights or “piggy-back” registration
rights to one (1) other Person with respect to the transfer of its Registrable
Securities. All of the obligations of the Company hereunder shall survive any
such transfer. Except as provided in Section 8, no Person other than the
parties hereto, the Successor Corporation and their successors and permitted
assigns is intended to be a beneficiary of this Agreement.


 

















 


(h) Counterparts. This Agreement may be
executed in any number of counterparts and by the parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.


 


(i) Headings. The headings in this Agreement are
for convenience of reference only and shall not limit or otherwise affect the
meaning hereof.


 


(j) GOVERNING LAW; CONSENT TO JURISDICTION.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW
THEREOF. The parties hereto irrevocably submit to the exclusive jurisdiction of
any state or federal court sitting in the County of New York, in the State of
New York over any suit, action or proceeding arising out of or relating to this
Agreement. To the fullest extent they may effectively do so under applicable
law, the parties hereto irrevocably waive and agree not to assert, by way of
motion, as a defense or otherwise, any claim that they are not subject to the
jurisdiction of any such court, any objection that they may now or hereafter
have to the laying of the venue of any such suit, action or proceeding brought
in any such court and any claim that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum.


 


(k) Severability. If any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions hereof shall not be in any way
impaired, unless the provisions held invalid, illegal or unenforceable shall
substantially impair the benefits of the remaining provisions hereof.


 


(l) Rules of Construction. Unless the
context otherwise requires, references to sections or subsections refer to
sections or subsections of this Agreement.


 


(m) Entire Agreement. This Agreement is
intended by the parties as a final expression of their agreement and intended
to be a complete and exclusive statement of the agreement and understanding of
the parties hereto with respect to the subject matter contained herein. There
are no restrictions, promises, representations, warranties or undertakings with
respect to the subject matter contained herein, other than those set forth or
referred to herein. This Agreement supersedes all prior agreements and
understandings among the parties with respect to such subject matter.


 


(n) Further Assurances. Each of the
parties shall execute such documents and perform such further acts as may be
reasonably required or desirable to carry out or to perform the provisions of
this Agreement.


 


(o) Other Agreements. Nothing contained in
this Agreement shall be deemed to be a waiver of, or release from, any
obligations any party hereto may have under, or any restrictions on the
transfer of Registrable Securities or other securities of the Company imposed
by, any other agreement, including, but not limited to, the Contribution
Agreement, the Ninth Amended and Restated LLC Agreement or the Letter
Agreement.


 

















 


[Remainder of page intentionally left blank]


 

















 


IN WITNESS
WHEREOF, the undersigned have executed, or have caused to be executed, this
Registration Rights Agreement on the date first written above.


 


	
   

  	
  ARCHIPELAGO
  HOLDINGS, L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gerald Putnam

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Gerald
  Putnam

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GENERAL
  ATLANTIC PARTNERS 77, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  GENERAL
  ATLANTIC PARTNERS, LLC,

  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ 
  Matthew Nimetz

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Matthew
  Nimetz

  
	
   

  	
   

  	
  Title:

  	
  A Managing
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GAP
  COINVESTMENT PARTNERS II, L.P.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ 
  Matthew Nimetz

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Matthew
  Nimetz

  
	
   

  	
   

  	
  Title:

  	
  A General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GAPSTAR, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  GENERAL
  ATLANTIC PARTNERS, LLC,

  its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ 
  Matthew Nimetz

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Matthew
  Nimetz

  
	
   

  	
   

  	
  Title:

  	
  A Managing
  Member

  
														



 


Signature Page to Registration Rights Agreement


 

















 


 


	
   

  	
  GAPCO GMBH
  & CO. KG

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  GAPCO
  MANAGEMENT GMBH,

  its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/  Matthew Nimetz

  	
   

  
	
   

  	
   

  	
  Name:  Matthew Nimetz

  
	
   

  	
   

  	
  Title:      A Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GAP-W, LLC

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  GENERAL
  ATLANTIC PARTNERS, LLC,

  its Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ 
  Matthew Nimetz

  	
   

  
	
   

  	
   

  	
   

  	
  Name:  Matthew Nimetz

  
	
   

  	
   

  	
   

  	
  Title:       A Managing Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GAP ARCHA
  HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ 
  Matthew Nimetz

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  Matthew Nimetz

  	
   

  
	
   

  	
   

  	
   

  	
  Title:     Vice President

  	
   

  
									



 


Signature Page to Registration Rights Agreement


 


 

















 


 


CLASS A SHAREHOLDER COUNTERPART SIGNATURE


PAGE TO THE REGISTRATION RIGHTS AGREEMENT BY AND AMONG


THE COMPANY, THE GENERAL ATLANTIC SHAREHOLDERS AND


THE CLASS A SHAREHOLDERS (EACH AS DEFINED THEREIN)


 


 


	
  Name of
  Class A Shareholder:

  	
  GSP, LLC

  
	
   

  	
   

  
	
  Signature:

  	
    /s/ Gerald Putnam

  
	
   

  	
   

  
	
  Name/Title of Signatory if Signed

  in Representative Capacity:

  	
  Gerald Putnam, President

  
	
   

  	
   

  
	
  Address of
  Class A Shareholder:

  	
  100 South Wacker

  
	
   

  	
   

  
	
   

  	
  20th Floor

  
	
   

  	
   

  
	
   

  	
  Chicago, IL 60606

  
	
   

  	
   

  
	
   

  	
  Telecopy:

  	
   

  
	
   

  	
   

  
	
   

  	
  Attention:

  	
   

  
	
   

  	
   

  
	
   

  	
  E-mail:

  	
   

  
							



 


 

















 


 


CLASS A SHAREHOLDER COUNTERPART SIGNATURE


PAGE TO THE REGISTRATION RIGHTS AGREEMENT BY AND AMONG


THE COMPANY, THE GENERAL ATLANTIC SHAREHOLDERS AND


THE CLASS A SHAREHOLDERS (EACH AS DEFINED THEREIN)


 


 


	
  Name of
  Class A Shareholder:

  	
  Virago Enterprises, L.L.C.

  
	
   

  
	
  Signature:

  	
  /s/ MarrGwen
  C. Townsend

  
	
   

  	
   

  
	
  Name/Title of Signatory if Signed

  in Representative Capacity:

  	
  MarrGwen C.
  Townsend, Authorized Person

  
	
   

  
	
   

  	
   

  
	
  Address of
  Class A Shareholder:

  	
  100 S. Wacker Dr., Suite 2040

  
	
   

  	
   

  
	
   

  	
  Chicago, IL 60606

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Telecopy:

  	
  FAX (312) 442-8677

  
	
   

  	
   

  
	
   

  	
  Attention:

  	
  Stuart Townsend

  
						



 


 


	
   

  	
  E-mail:

  	
    stuart@taltrade.com

  



 

















 


CLASS A SHAREHOLDER COUNTERPART SIGNATURE


PAGE TO THE REGISTRATION RIGHTS AGREEMENT BY AND AMONG


THE COMPANY, THE GENERAL ATLANTIC SHAREHOLDERS AND


THE CLASS A SHAREHOLDERS (EACH AS DEFINED THEREIN)


 


 


	
  Name of
  Class A Shareholder:

  	
  GS
  Archipelago Investment, L.L.C.

  
	
   

  	
   

  
	
  Signature:

  	
  /s/ Duncan
  Niederauer

  
	
   

  	
   

  
	
  Name/Title of Signatory if Signed

  in Representative Capacity:

  	
  Duncan Niederauer, Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
  Address of
  Class A Shareholder:

  	
  c/o Goldman Sachs & Co.

  
	
   

  	
   

  
	
   

  	
  One New York Plaza, 42nd floor

  
	
   

  	
   

  
	
   

  	
  New York, NY 10004

  
	
   

  	
   

  
	
   

  	
  Telecopy:

  	
   

  
	
   

  	
   

  
	
   

  	
  Attention:

  	
   

  
	
   

  	
   

  
	
   

  	
  E-mail:

  	
   

  
								



 

















 


CLASS A SHAREHOLDER COUNTERPART SIGNATURE


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THE CLASS A SHAREHOLDERS (EACH AS DEFINED THEREIN)


 


	
  Name of
  Class A Shareholder:

  	
  E*TRADE Archipelago Holdings, L.L.C.

  
	
   

  
	
  Signature:

  	
  /s/ R. Jarrett Lilien

  
	
   

  
	
   

  
	
  Name/Title
  of Signatory if Signed

  in Representative Capacity:

  	
  R. Jarrett Lilien, COO and President

  
	
   

  
	
  Address of
  Class A Shareholder:

  	
  135 E. 57th

  
	
   

  	
   

  
	
   

  	
  31st Floor

  
	
   

  	
   

  
	
   

  	
  New York, NY 10022

  
	
   

  	
  Telecopy:

  	
   

  
	
   

  	
   

  
	
   

  	
  Attention:

  	
  Michael Klena

  
	
   

  	
   

  
	
   

  	
  E-mail:

  	
  Michael.Klena@ETRADE.com

  
								



 


 

















 


 


CLASS A SHAREHOLDER COUNTERPART SIGNATURE


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THE CLASS A SHAREHOLDERS (EACH AS DEFINED THEREIN)


 


 


	
  Name of
  Class A Shareholder:

  	
  Instinet
  International Corporation

  
	
   

  
	
  Signature:

  	
  /s/ Paul A. Merolla

  
	
   

  	
   

  
	
  Name/Title of Signatory if Signed

  in Representative Capacity:

  	
  Paul A.
  Merolla, Secretary &

  General Counsel

  
	
   

  	
   

  
	
  Address of
  Class A Shareholder:

  	
  3 Times Square

  
	
   

  	
   

  
	
   

  	
  New York, NY 10036

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Telecopy:

  	
  Fax: (646) 223-9017

  
	
   

  	
   

  
	
   

  	
  Attention:

  	
   

  
	
   

  	
   

  
	
   

  	
  E-mail:

  	
  paul.merolla@instinet.com

  
								



 


 

















 


CLASS A SHAREHOLDER COUNTERPART SIGNATURE


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THE CLASS A SHAREHOLDERS (EACH AS DEFINED THEREIN)


 


 


	
  Name of
  Class A Shareholder:

  	
  J.P. Morgan
  Capital, L.P.

  
	
   

  	
   

  
	
  Signature:

  	
  /s/ Stephen
  Murray

  
	
   

  	
   

  
	
  Name/Title of Signatory if Signed

  in Representative Capacity:

  	
  Stephen Murray, Managing Director

  
	
   

  	
   

  
	
  Address of
  Class A Shareholder:

  	
  c/o JPMorgan Partners, LLC

  
	
   

  	
   

  
	
   

  	
  1221 Avenue of the Americas

  
	
   

  	
   

  
	
   

  	
  New York, NY 10020

  
	
   

  	
   

  
	
   

  	
  Telecopy:

  	
  (212) 899-3400

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Official Notices Clerk

  
	
   

  	
   

  
	
   

  	
  E-mail:

  	
  stephen.murray@jpmorganpartners.com

  
							



 

















 


CLASS A SHAREHOLDER COUNTERPART SIGNATURE


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THE COMPANY, THE GENERAL ATLANTIC SHAREHOLDERS AND


THE CLASS A SHAREHOLDERS (EACH AS DEFINED THEREIN)


 


 


	
  Name of
  Class A Shareholder:

  	
  American Century Ventures II, L.L.C.

  
	
   

  	
   

  
	
  Signature:

  	
  /s/ Harold Bradley

  
	
   

  	
   

  
	
  Name/Title of Signatory if Signed

  in Representative Capacity:

  	
  Harold Bradley, President

  
	
   

  	
   

  
	
  Address of
  Class A Shareholder:

  	
  c/o American Century Investments

  15th Floor

  
	
   

  	
   

  
	
   

  	
  Kansas City, MO 64111

  
	
   

  	
   

  
	
   

  	
  Telecopy:

  	
   

  
	
   

  	
   

  
	
   

  	
  Attention:

  	
   

  
	
   

  	
   

  
	
   

  	
  E-mail:

  	
   

  
							



 


 

















 


CLASS A SHAREHOLDER COUNTERPART SIGNATURE


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THE COMPANY, THE GENERAL ATLANTIC SHAREHOLDERS AND


THE CLASS A SHAREHOLDERS (EACH AS DEFINED THEREIN)


 


 


	
  Name of
  Class A Shareholder:

  	
  Merrill Lynch L.P. Holdings Inc.

  
	
   

  	
   

  
	
  Signature:

  	
  /s/ Curtis W. Cariddi

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name/Title of Signatory if Signed

  in Representative Capacity:

  	
  Curtis W. Cariddi, V.P.

  
	
   

  	
   

  
	
  Address of
  Class A Shareholder:

  	
  4 World Financial Center

  
	
   

  	
   

  
	
   

  	
  23rd Floor

  
	
   

  	
   

  
	
   

  	
  New York, NY 10080

  
	
   

  	
   

  
	
   

  	
  Telecopy:

  	
  (212) 449 - 1119

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Curt Cariddi

  
	
   

  	
   

  	
   

  
	
   

  	
  E-mail:

  	
  curt_cariddi@ml.com

  
										



 


 

















 


CLASS A SHAREHOLDER COUNTERPART SIGNATURE


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THE COMPANY, THE GENERAL ATLANTIC SHAREHOLDERS AND


THE CLASS A SHAREHOLDERS (EACH AS DEFINED THEREIN)


 


 


	
  Name of
  Class A Shareholder:

  	
  Pacific Exchange, Inc.

  
	
   

  
	
  Signature:

  	
  /s/ Philip DeFeo

  
	
   

  	
   

  
	
  Name/Title of Signatory if Signed

  in Representative Capacity:

  	
  Philip DeFeo, Chairman and CEO

  
	
   

  	
   

  
	
  Address of
  Class A Shareholder:

  	
  115 Sansome St.

  
	
   

  	
   

  
	
   

  	
  San Francisco, CA 94118

  
	
   

  	
   

  
	
   

  	
  Telecopy:

  	
  (415) 835-4872

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  E-mail:

  	
  pdefeo@pacificex.com

  
						



 

















 


CLASS A SHAREHOLDER COUNTERPART SIGNATURE


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THE COMPANY, THE GENERAL ATLANTIC SHAREHOLDERS AND


THE CLASS A SHAREHOLDERS (EACH AS DEFINED THEREIN)


 


	
  Name of
  Class A Shareholder:

  	
  Fidelity Global Brokerage Group, Inc.

  
	
   

  	
   

  
	
  Signature:

  	
  /s/ William O. Baxter

  
	
   

  	
   

  
	
  Name/Title of Signatory if Signed

  in Representative Capacity:

  	
  William O.
  Baxter,

  Senior Vice President

  
	
   

  	
   

  
	
  Address of
  Class A Shareholder:

  	
  200 Seaport Blvd. Z2H

  
	
   

  	
   

  
	
   

  	
  Boston, MA 02210

  
	
   

  	
   

  
	
   

  	
  Telecopy:

  	
  (617) 443-4024

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Bill Baxter

  
	
   

  	
   

  	
   

  
	
   

  	
  E-mail:

  	
  bill.baxter@fmr.com

  
							



 


 

















 


CLASS A SHAREHOLDER COUNTERPART SIGNATURE


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THE COMPANY, THE GENERAL ATLANTIC SHAREHOLDERS AND


THE CLASS A SHAREHOLDERS (EACH AS DEFINED THEREIN)


 


 


	
  Name of
  Class A Shareholder:

  	
  Charles Schwab & Co., Inc.

  
	
   

  	
   

  
	
  Signature:

  	
  /s/ Lawrence Leibowitz

  
	
   

  	
   

  
	
  Name/Title of Signatory if Signed

  in Representative Capacity:

  	
  Lawrence Leibowitz,

  Executive Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Address of
  Class A Shareholder:

  	
  c/o Schwab Capital Markets

  
	
   

  	
   

  
	
   

  	
  111 Pavonia Avenue East, 15th Floor

  
	
   

  	
   

  
	
   

  	
  Jersey City, NJ 07310

  
	
   

  	
   

  
	
   

  	
  Telecopy:

  	
   

  
	
   

  	
   

  
	
   

  	
  Attention:

  	
   

  
	
   

  	
   

  
	
   

  	
  E-mail:

  	
   

  
								



 


 

















 


CLASS A SHAREHOLDER COUNTERPART SIGNATURE


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THE COMPANY, THE GENERAL ATLANTIC SHAREHOLDERS AND


THE CLASS A SHAREHOLDERS (EACH AS DEFINED THEREIN)


 


 


	
  Name of
  Class A Shareholder:

  	
  Spear, Leeds
  & Kellogg, L.P.

  
	
   

  	
   

  
	
  Signature:

  	
  /s/ Duncan Niederauer

  
	
   

  	
   

  
	
  Name/Title of Signatory if Signed

  in Representative Capacity:

  	
  Duncan
  Niederauer, Managing Director

  
	
   

  	
   

  
	
  Address of
  Class A Shareholder:

  	
  c/o Spear,
  Leeds & Kellogg, L.P.

  
	
   

  	
   

  
	
   

  	
  120
  Broadway, 6th Floor

  
	
   

  	
   

  
	
   

  	
  New York, NY
  10271

  
	
   

  	
   

  
	
   

  	
  Telecopy:

  	
   

  
	
   

  	
   

  
	
   

  	
  Attention:

  	
   

  
	
   

  	
   

  
	
   

  	
  E-mail:

  	
   

  
								



 

















 


CLASS A SHAREHOLDER COUNTERPART SIGNATURE


PAGE TO THE REGISTRATION RIGHTS AGREEMENT BY AND AMONG


THE COMPANY, THE GENERAL ATLANTIC SHAREHOLDERS AND


THE CLASS A SHAREHOLDERS (EACH AS DEFINED THEREIN)


 


	
  Name of
  Class A Shareholder:

  	
  TD Waterhouse Group, Inc.

  
	
   

  	
   

  
	
  Signature:

  	
  /s/ Joseph Barra

  
	
   

  	
   

  
	
  Name/Title of Signatory if Signed

  in Representative Capacity:

  	
  Joseph Barra, Executive

  Vice President

  	
   

  
	
   

  	
   

  
	
  Address of
  Class A Shareholder:

  	
   100
  Wall St.

  
	
   

  	
   

  
	
   

  	
   29th
  Floor

  
	
   

  	
   

  
	
   

  	
   New
  York, NY 10005

  
	
   

  	
   

  
	
   

  	
  Telecopy:

  	
  (212) 908-7077

  
	
   

  	
   

  
	
   

  	
  Attention:

  	
    Joe
  Barra

  
	
   

  	
   

  
	
   

  	
  E-mail:

  	
   joebarra@tdwaterhouse.com

  
									



 


 

















 


CLASS A SHAREHOLDER COUNTERPART SIGNATURE


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THE COMPANY, THE GENERAL ATLANTIC SHAREHOLDERS AND


THE CLASS A SHAREHOLDERS (EACH AS DEFINED THEREIN)


 


 


	
  Name of
  Class A Shareholder:

  	
  Fleet Securiites, Inc.

  
	
   

  	
   

  
	
  Signature:

  	
  /s/ Charles Siegel

  
	
   

  	
   

  
	
  Name/Title of Signatory if Signed

  in Representative Capacity:

  	
   Charles
  Siegel, Secretary

  
	
   

  	
   

  
	
  Address of
  Class A Shareholder:

  	
   26
  Broadway

  
	
   

  	
   

  
	
   

  	
   New
  York, NY 1009

  
	
   

  	
   

  
	
   

  	
  Telecopy:

  	
  (212) 747-2079

  
	
   

  	
   

  
	
   

  	
  Attention:

  	
     Charles
  Siegel

  
	
   

  	
   

  
	
   

  	
  E-mail:

  	
   csiegel@usclearing.com

  
							



 


 

















 


CLASS A SHAREHOLDER COUNTERPART SIGNATURE


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THE COMPANY, THE GENERAL ATLANTIC SHAREHOLDERS AND


THE CLASS A SHAREHOLDERS (EACH AS DEFINED THEREIN)


 


 


	
  Name of
  Class A Shareholder:

  	
  Credit Suisse First Boston Next Fund, Inc.

  
	
   

  	
   

  
	
  Signature:

  	
  /s/ Alan Freudenstein

  
	
   

  	
   

  
	
  Name/Title of Signatory if Signed

  in Representative Capacity:

  	
   Alan
  Freudenstein, Vice President

  
	
   

  	
   

  
	
  Address of
  Class A Shareholder:

  	
   11
  Madison Ave

  
	
   

  	
   

  
	
   

  	
   New
  York, NY 10010

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Telecopy:

  	
  (646) 935-7122

  
	
   

  	
   

  
	
   

  	
  Attention:

  	
    Alan
  Freudenstein

  
	
   

  	
   

  
	
   

  	
  E-mail:

  	
   alan.freudenstein@csfb.com

  
							



 

















 


CLASS A SHAREHOLDER COUNTERPART SIGNATURE


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THE COMPANY, THE GENERAL ATLANTIC SHAREHOLDERS AND


THE CLASS A SHAREHOLDERS (EACH AS DEFINED THEREIN)


 


	
  Name of
  Class A Shareholder:

  	
  Lehman Brothers, Inc.

  
	
   

  	
   

  
	
  Signature:

  	
  /s/ Chris Kapsaroff

  
	
   

  	
   

  
	
  Name/Title of Signatory if Signed

  in Representative Capacity:

  	
  Chris
  Kapsaroff, Vice President

  
	
   

  	
   

  
	
  Address of
  Class A Shareholder:

  	
   745
  7th Avenue

  
	
   

  	
   

  
	
   

  	
   New
  York, NY 10019

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Telecopy:

  	
   

  
	
   

  	
   

  
	
   

  	
  Attention:

  	
   

  
	
   

  	
   

  
	
   

  	
  E-mail:

  	
  Ckapsaro@lehman.com

  
							



 


 

















 


CLASS A SHAREHOLDER COUNTERPART SIGNATURE


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THE COMPANY, THE GENERAL ATLANTIC SHAREHOLDERS AND


THE CLASS A SHAREHOLDERS (EACH AS DEFINED THEREIN)


 


 


	
  Name of
  Class A Shareholder:

  	
  National Discount Brokers Group, Inc.

  
	
   

  	
   

  
	
  Signature:

  	
  /s/ Clifford Goldstein

  
	
   

  	
   

  
	
  Name/Title of Signatory if Signed

  in Representative Capacity:

  	
   Clifford
  Goldstein, Vice President

  
	
   

  	
   

  
	
  Address of
  Class A Shareholder:

  	
   c/o
  Deutsche Bank

  
	
   

  	
   

  
	
   

  	
   60
  Wall St. MS-NY C60-3103

  
	
   

  	
   

  
	
   

  	
   New
  York, NY 10005

  
	
   

  	
   

  
	
   

  	
  Telecopy:

  	
  (212) 792-0387

  
					



 


	
   

  	
  Attention:

  	
  Cliff
  Goldstein

  
	
   

  	
   

  
	
   

  	
  E-mail:

  	
  cliff.goldstein@db.com

  
				



 

















 


 


CLASS A SHAREHOLDER COUNTERPART SIGNATURE


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THE COMPANY, THE GENERAL ATLANTIC SHAREHOLDERS AND


THE CLASS A SHAREHOLDERS (EACH AS DEFINED THEREIN)


 


 


	
  Name of
  Class A Shareholder:

  	
  Banc of
  America Technology Investment, Inc.

  
	
   

  	
   

  
	
  Signature:

  	
  /s/ Daniel Friel

  
	
   

  	
   

  
	
  Name/Title of Signatory if Signed

  in Representative Capacity:

  	
   Daniel
  Friel, Senior Vice President

  
	
   

  	
   

  
	
  Address of
  Class A Shareholder:

  	
  100 N. Tryon
  St.

  
	
   

  	
   

  
	
   

  	
   Charlotte,
  NC 20255

  
	
   

  	
   

  
	
   

  	
  Telecopy:

  	
  (704) 386-2358

  
	
   

  	
   

  
	
   

  	
  Attention:

  	
  Daniel Friel

  
	
   

  	
   

  
	
   

  	
  E-mail:

  	
   

  
						



 


 

















 


CLASS A SHAREHOLDER COUNTERPART SIGNATURE


PAGE TO THE REGISTRATION RIGHTS AGREEMENT BY AND AMONG


THE COMPANY, THE GENERAL ATLANTIC SHAREHOLDERS AND


THE CLASS A SHAREHOLDERS (EACH AS DEFINED THEREIN)


 


 


	
  Name of
  Class A Shareholder:

  	
  JL Management, LLC

  
	
   

  	
   

  
	
  Signature:

  	
  /s/ Lawrence Leibowitz

  
			



 


	
  Name/Title of Signatory if Signed

  in Representative Capacity:

  	
   Lawrence
  Leibowitz, Managing Member

  
	
   

  	
   

  
	
  Address of
  Class A Shareholder:

  	
   c/o
  Schwab Capital Markets

  
	
   

  	
   

  
	
   

  	
   111
  Pavonia Avenue East, 15th Floor

  
	
   

  	
   

  
	
   

  	
   Jersey
  City, NJ 07310

  
	
   

  	
   

  
	
   

  	
  Telecopy:

  	
   

  
	
   

  	
   

  
	
   

  	
  Attention:

  	
   

  
	
   

  	
   

  
	
   

  	
  E-mail:

  	
   

  
					



 

















 


CLASS A SHAREHOLDER COUNTERPART SIGNATURE


PAGE TO THE REGISTRATION RIGHTS AGREEMENT BY AND AMONG


THE COMPANY, THE GENERAL ATLANTIC SHAREHOLDERS AND


THE CLASS A SHAREHOLDERS (EACH AS DEFINED THEREIN)


 


 


	
  Name of
  Class A Shareholder:

  	
  Terra Nova Trading, L.L.C.

  
	
   

  	
   

  
	
  Signature:

  	
  /s/ Gerald Putnam

  
	
   

  	
   

  
	
  Name/Title of Signatory if Signed

  in Representative Capacity:

  	
   Gerald
  Putnam, Chairman

  
	
   

  	
   

  
	
  Address of
  Class A Shareholder:

  	
   100
  South Wacker

  
	
   

  	
   

  
	
   

  	
   15th
  Floor

  
	
   

  	
   

  
	
   

  	
   Chicago,
  IL 60606

  
	
   

  	
   

  
	
   

  	
  Telecopy:

  	
   

  
	
   

  	
   

  
	
   

  	
  Attention:

  	
   

  
					



 


	
   

  	
  E-mail:

  	
   

  



 

















 


 


CLASS A SHAREHOLDER COUNTERPART SIGNATURE


PAGE TO THE REGISTRATION RIGHTS AGREEMENT BY AND AMONG


THE COMPANY, THE GENERAL ATLANTIC SHAREHOLDERS AND


THE CLASS A SHAREHOLDERS (EACH AS DEFINED THEREIN)


 


 


	
  Name of
  Class A Shareholder:

  	
  SLK-Hull Derivatives LLC

  
	
   

  	
   

  
	
  Signature:

  	
  /s/ Peter J. Layton

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name/Title
  of Signatory if Signed

  in Representative Capacity:

  	
   Peter
  J. Layton, Managing Director

  
	
   

  	
   

  
	
  Address of
  Class A Shareholder:

  	
   Hull
  Group, L.L.C.

  
	
   

  	
   

  
	
   

  	
   311
  South Wacker Drive, 8th Floor

  
	
   

  	
   

  
	
   

  	
   Chicago,
  IL 60606

  
	
   

  	
   

  
	
   

  	
  Telecopy:

  	
   

  
	
   

  	
   

  
	
   

  	
  Attention:

  	
   

  
	
   

  	
   

  
	
   

  	
  E-mail:

  	
   

  
							



 


 

















 


CLASS A SHAREHOLDER COUNTERPART SIGNATURE


PAGE TO THE REGISTRATION RIGHTS AGREEMENT BY AND AMONG


THE COMPANY, THE GENERAL ATLANTIC SHAREHOLDERS AND


THE CLASS A SHAREHOLDERS (EACH AS DEFINED THEREIN)


 


 


	
  Name of
  Class A Shareholder:

  	
  E*TRADE Securities, Inc.

  
	
   

  	
   

  
	
  Signature:

  	
  /s/ R. Jarrett Lilien

  
	
   

  	
   

  
	
  Name/Title of Signatory if Signed

  in Representative Capacity:

  	
   R.
  Jarrett Lilien, COO & President

  
				



 


	
  Address of
  Class A Shareholder:

  	
   135 E.
  57th

  
	
   

  	
   

  
	
   

  	
   31st
  Floor

  
	
   

  	
   

  
	
   

  	
   New
  York, NY 10022

  
	
   

  	
   

  
	
   

  	
  Telecopy:

  	
   

  
	
   

  	
   

  
	
   

  	
  Attention:

  	
   Michael
  Klena

  
	
   

  	
   

  
	
   

  	
  E-mail:

  	
   michael.klena@ETRADE.com

  
					



 

















 


 


CLASS A SHAREHOLDER COUNTERPART SIGNATURE


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THE COMPANY, THE GENERAL ATLANTIC SHAREHOLDERS AND


THE CLASS A SHAREHOLDERS (EACH AS DEFINED THEREIN)


 


	
  Name of
  Class A Shareholder:

  	
  JPMorgan Securities, Inc.

  
	
   

  	
   

  
	
  Signature:

  	
  /s/ Richard B. Weston

  
	
   

  	
   

  
	
  Name/Title of Signatory if Signed

  in Representative Capacity:

  	
  Richard B.
  Weston, Managing Director

  
	
   

  	
   

  
	
  Address of
  Class A Shareholder:

  	
   270
  Park Avenue

  
	
   

  	
   

  
	
   

  	
   New
  York, NY 10017

  
	
   

  	
   

  
	
   

  	
  Telecopy:

  	
    (212)
  622-0381

  
	
   

  	
   

  
	
   

  	
  Attention:

  	
    Rich
  Weston

  
	
   

  	
   

  
	
   

  	
  E-mail:

  	
  rich.weston@jpmorgan.com

  
							



 

















 


Schedule 1


 


 


GSP, LLC


Virago Enterprises, L.L.C.


GS Archipelago Investment,
L.L.C.


E*TRADE Archipelago Holdings,
L.L.C.


Instinet International
Corporation


J.P. Morgan Capital, L.P.


American Century Ventures II,
L.L.C.


Merrill Lynch L.P. Holdings
Inc.


Pacific Exchange, Inc.


Fidelity Global Brokerage
Group, Inc.


Charles Schwab & Co., Inc.


Spear, Leeds & Kellogg,
L.P.


TD Waterhouse Group, Inc.


Fleet Securities, Inc.


Credit Suisse First Boston Next
Fund, Inc.


Lehman Brothers Inc.


National Discount Brokers
Group, Inc.


Banc of America Technology
Investments, Inc.


JL Management, LLC


Terra Nova Trading, L.L.C.


SLK-Hull Derivatives LLC


E*TRADE Securities, Inc.


JP Morgan Securities, Inc.


 

















 


 


Exhibit A


 


 


ASSUMPTION
AGREEMENT (this “Assumption Agreement”), dated as of
                       ,
200_, made by                                     ,
a Delaware corporation (the “Successor Corporation”), in favor of General
Atlantic Partners 77, L.P., a Delaware limited partnership (“GAP LP”), GAP
Coinvestment Partners II, L.P., a Delaware limited partnership (“GAP
Coinvestment”), GapStar, LLC, a Delaware limited liability company (“GapStar”),
GAPCO GmbH & Co. KG, a German limited partnership (“GmbH Coinvestment”),
GAP-W, LLC, a Delaware limited liability company (“GAP-W”), GAP Archa Holdings,
Inc., a Delaware corporation (“GAP Holdings”), and the Class A Members of the
Company and the Affiliates of certain of such Class A Members, in each case as
listed on Schedule 1 hereto (the “Class A Members”).


 


W  I  T  N  E  S
S  E  T  H :


 


 


WHEREAS, the
Company and GAP Holdings have entered into that certain Contribution Agreement,
dated November 12, 2003 (as amended, supplemented or otherwise modified from
time to time, the “Contribution Agreement”);


 

















 


WHEREAS, the
Company, GAP Holdings, the Class A Members and the other signatories thereto
have entered into that certain Ninth Amended and Restated Limited Liability
Company Agreement of the Company, dated November 12, 2003 (as amended,
supplemented or otherwise modified from time to time, the “Ninth Amended and
Restated LLC Agreement”);


 


WHEREAS, in
order (a) to induce GAP Holdings to enter into the Contribution Agreement, and
(b) to induce GAP Holdings and each of the Class A Members to enter into the Ninth
Amended and Restated LLC Agreement, the Company, GAP LP, GAP Coinvestment,
GapStar, GmbH Coinvestment, GAP-W, GAP Holdings and the Class A Members have
entered into that certain Registration Rights Agreement, dated November 12,
2003 (as amended, supplemented or otherwise modified from time to time, the
“Registration Rights Agreement”);


 


WHEREAS, the
Registration Rights Agreement requires the Successor Corporation to become a
party to the Registration Rights Agreement; and


 


WHEREAS, the
Successor Corporation has agreed to execute and deliver this Assumption
Agreement in order to become a party to the Registration Rights Agreement;


 


NOW,
THEREFORE, IT IS AGREED:


 


1.
Registration Rights Agreement. By executing and delivering this Assumption
Agreement, the Successor Corporation, as provided in Section 10(a) of the
Registration Rights Agreement, hereby becomes a party to the Registration
Rights Agreement as the “Company” thereunder with the same force and effect as
if originally named therein as the Company and, without limiting the generality
of the foregoing, hereby expressly assumes all obligations and liabilities of
the Company thereunder.


 


2. GOVERNING
LAW. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


IN WITNESS
WHEREOF, the undersigned has caused this Assumption Agreement to be duly
executed and delivered as of the date first above written.


 


	
   

  	
  [NAME OF
  SUCCESSOR]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Address for
  Notices:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [____________]

  
	
   

  	
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