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SREDGA201334 Exhibit 5B Page 244 of 496 Exhibits 5B Note: All text is new. AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BATS GLOBAL MARKETS HOLDINGS, INC. (Pursuant to Sections 242 and 245

How to fill out amended and restated certificate

How to fill out an amended and restated certificate:

1. Gather the necessary information: Before filling out the amended and restated certificate, make sure you have all the relevant information on hand. This may include the original certificate, any amendments or changes that need to be made, and any supporting documentation.
2. Determine the changes: Identify the specific changes that need to be made to the original certificate. This could include updating the company's name, changing the authorized shares, or modifying any other provisions. Clearly understand what changes are needed before proceeding.
3. Review the requirements: Familiarize yourself with the requirements set forth by the relevant jurisdiction or governing body. Each jurisdiction may have specific rules and regulations regarding the format and content of an amended and restated certificate, so ensure you comply with these requirements.
4. Complete the necessary forms: Begin by completing the necessary forms for filing the amended and restated certificate. These forms can typically be obtained from the appropriate government agency responsible for business registrations. Double-check that all fields are completed accurately and legibly.
5. Include supporting documentation: In some cases, additional supporting documentation may be required. This can include written consents, resolutions, or other legal documents supporting the changes being made. Make sure to gather and include all necessary documentation along with the amended and restated certificate.
6. Pay any required fees: Depending on the jurisdiction, there may be associated fees for filing the amended and restated certificate. Ensure that you are aware of any applicable fees and submit the payment accordingly. Keep a record of the payment for your reference.
7. Submit the amended and restated certificate: Once all forms, supporting documentation, and fees have been prepared, submit the amended and restated certificate to the appropriate government agency. Follow the instructions provided on the forms to ensure proper submission. It is always a good idea to make copies of all documents for your records.

Who needs an amended and restated certificate?

1. Companies undergoing significant changes: Businesses that undergo significant changes in their structure, ownership, or operations may require an amended and restated certificate. This could include changes such as a merger, acquisition, name change, alteration of authorized shares, or amendments to the company's governing documents.
2. Businesses seeking legal compliance: In order to comply with legal requirements, some businesses may need to file an amended and restated certificate. This ensures that the company's information is accurate and up-to-date, allowing it to meet regulatory obligations.
3. Companies with outdated or inaccurate certificates: If a company's original certificate contains outdated or inaccurate information, it may be necessary to file an amended and restated certificate to correct these errors. This helps maintain the legal validity and accuracy of the company's records.

Overall, an amended and restated certificate is typically necessary when there are changes or updates that need to be made to a company's existing certificate to reflect its current status or comply with legal requirements. It is essential to consult with legal professionals or government authorities to ensure you are following the proper procedures for your specific situation.

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What is amended and restated certificate?

An amended and restated certificate is a legal document that updates or modifies the original certificate of incorporation of a company.

Who is required to file amended and restated certificate?

Any company that wants to make changes to its original certificate of incorporation is required to file an amended and restated certificate.

How to fill out amended and restated certificate?

To fill out an amended and restated certificate, the company must provide the required information, sign the document, and file it with the appropriate state authority.

What is the purpose of amended and restated certificate?

The purpose of an amended and restated certificate is to reflect any changes or updates to the original certificate of incorporation.

What information must be reported on amended and restated certificate?

The information that must be reported on an amended and restated certificate includes the changes being made to the original certificate of incorporation.