FXCM Inc. Sample Contracts

FXCM INC. AND The Bank of New York Mellon, as Trustee INDENTURE Dated as of June 3, 2013 2.25% Convertible Senior Notes due 2018
Indenture • June 3rd, 2013 • FXCM Inc. • Security & commodity brokers, dealers, exchanges & services • New York

INDENTURE dated as of June 3, 2013 between FXCM Inc., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and The Bank of New York Mellon, as trustee (the “Trustee”, as more fully set forth in Section 1.01).

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CREDIT AGREEMENT dated as of December 19, 2011 among FXCM HOLDINGS, LLC, as the Borrower, BANK OF AMERICA, N.A., as the Administrative Agent, and THE OTHER LENDERS PARTY HERETO MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
Credit Agreement • December 20th, 2011 • FXCM Inc. • Security & commodity brokers, dealers, exchanges & services • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of December 19, 2011, among FXCM HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent.

AMENDED AND RESTATED RIGHTS AGREEMENT by and between FXCM INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent Dated as of January 26, 2016 (cont’d)
Rights Agreement • January 26th, 2016 • FXCM Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware

THIS AMENDED AND RESTATED RIGHTS AGREEMENT (this “Agreement”), dated as of January 26, 2016, is entered into by and between FXCM Inc., a Delaware corporation (the “Corporation”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Rights Agent”).

FXCM HOLDINGS, LLC A Delaware Limited Liability Company THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of December 1, 2010
Limited Liability Company Agreement • December 7th, 2010 • FXCM Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware

This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of FXCM Holdings, LLC (the “Company”), dated and effective as of December 1, 2010 (this “Agreement”), is adopted, executed and agreed to, for good and valuable consideration, by and among the Members (as defined below).

FIFTH AMENDMENT TO CREDIT AGREEMENT AND AMENDMENT TO GUARANTY
Credit Agreement • November 18th, 2013 • FXCM Inc. • Security & commodity brokers, dealers, exchanges & services • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of December 19, 2011, among FXCM HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent.

REGISTRATION RIGHTS AGREEMENT OF FXCM INC. Dated as of December 1, 2010
Registration Rights Agreement • December 7th, 2010 • FXCM Inc. • Security & commodity brokers, dealers, exchanges & services • New York

This REGISTRATION RIGHTS AGREEMENT (including Appendix A hereto, as such Appendix A may be amended from time to time pursuant to the provisions hereof, this “Agreement”), is made and entered into as of December 1, 2010, by and among FXCM Inc., a Delaware corporation (the “Company”), and the Covered Persons (defined below) from time to time party hereto.

FXCM INC. PURCHASE AGREEMENT
Purchase Agreement • June 3rd, 2013 • FXCM Inc. • Security & commodity brokers, dealers, exchanges & services • New York
December 1, 2010 Dror (Drew) Niv 32 Old Slip New York, NY 10005 Dear Mr. Niv:
Letter Agreement • December 7th, 2010 • FXCM Inc. • Security & commodity brokers, dealers, exchanges & services • New York

In consideration of your valuable service to FXCM Inc. and its subsidiaries (collectively, the “Company Group”), FXCM Holdings, LLC (the “Company”) desires to offer you protection against the termination of your employment with the Company Group on the terms and conditions set forth in this letter agreement (the “Letter Agreement”).

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • November 18th, 2016 • FXCM Inc. • Security & commodity brokers, dealers, exchanges & services
TAX RECEIVABLE AGREEMENT among FXCM INC. and THE PERSONS NAMED HEREIN DATED AS OF December 1, 2010
Tax Receivable Agreement • December 7th, 2010 • FXCM Inc. • Security & commodity brokers, dealers, exchanges & services • New York

This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of December 1, 2010, is hereby entered into by and among FXCM Inc., a Delaware corporation (the “Corporate Taxpayer”) and each of the other persons from time to time a party hereto (the “TRA Parties”) and each of the successors and assigns thereto.

ASSET PURCHASE AGREEMENT dated as of February 7, 2017 between GAIN CAPITAL GROUP, LLC, and FOREX CAPITAL MARKETS L.L.C.
Asset Purchase Agreement • March 20th, 2017 • Global Brokerage, Inc. • Security & commodity brokers, dealers, exchanges & services • New York

AGREEMENT (this “Agreement”) dated as of February 7, 2017 by and between Gain Capital Group, LLC, a Delaware limited liability company (“Buyer”) and Forex Capital Markets L.L.C., a Delaware limited liability company (“Seller”). Buyer and Seller are sometimes collectively referred to herein as the “Parties”.

AMENDMENT AGREEMENT
Amendment Agreement • June 3rd, 2013 • FXCM Inc. • Security & commodity brokers, dealers, exchanges & services

WHEREAS, Dealer and Counterparty have entered into an Issuer Warrant Transaction, dated as of May 28, 2013, with Reference Number [—] (the “Confirmation”); and

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FXCM GROUP, LLC DATED AS OF SEPTEMBER 1, 2016
Limited Liability Company Agreement • September 8th, 2016 • FXCM Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of FXCM Group, LLC (the “Company”) dated as of this 1st day of September 2016 (the “Effective Date”), by and among FXCM Holdings, LLC, a Delaware corporation (“HoldCo”), LUK-FX Holdings, LLC, a Delaware limited liability company, which is a wholly-owned subsidiary of Leucadia National Corporation, a New York corporation, each Person who hereafter becomes a holder of Class B Units pursuant to the Management Incentive Plan, each transferee of such Class B Units (or any fractional interest therein) and each subsequent transferee thereof, in each case other than the Lead Member Holders (each as defined below), as set forth in Schedule A hereto (the “Management Members”), each Person subsequently admitted as a member of the Company (each, including HoldCo, LUK-FX Holdings, LLC and the Management Members, a “Member” and, collectively, the “Members”), FXCM, Inc., a Delaware corporation (the “Parent”) and the Compa

dATED 21 june 2012
Agreement • June 25th, 2012 • FXCM Inc. • Security & commodity brokers, dealers, exchanges & services • New York

Each Seller has agreed to sell and the Buyer has agreed to buy the Initial Shares and the Seller has agreed to grant the Buyer an option to acquire the Retained Shares on the terms and subject to the conditions of this Agreement and the other Transaction Documents.

RESTRUCTURING SUPPORT AGREEMENT
Limited Liability Company Agreement • November 13th, 2017 • Global Brokerage, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
FXCM INC. 2010 LONG-TERM INCENTIVE PLAN FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT (Non-Employee Directors)
Non-Qualified Stock Option Agreement • November 15th, 2010 • FXCM Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware

THIS AGREEMENT (the “Agreement”), is made effective as of the date set forth on the signature page hereto (the “Date of Grant”), between FXCM Inc. (the “Company”) and the individual named on the signature page hereto (the “Participant”).

WHITE LABEL AGREEMENT
Guaranty Agreement • November 15th, 2010 • FXCM Inc. • Security & commodity brokers, dealers, exchanges & services • London

THIS AGREEMENT (the “Agreement”) is entered into by and between Forex Capital Markets Limited, a private limited company organized under the laws of the United Kingdom, with offices at the Northern and Shell Building, 8th Floor, 10 Lower Thames Street, London EC3R 6AD (“FXCM”), and Global Finance Company (Cayman) Limited, an exempted company incorporated in the Cayman Islands, with a registered office at c/o Walkers Corporate Services Limited, Walker House, 87 Mary Street, George Town, Grand Cayman KY1-9002, Cayman Islands (“Licensee”) (each a “Party” collectively, “the Parties”) and Master Capital Group (“Master Capital”), a Société Anonyme Libanaise formed in Lebanon, and solely with respect to the provisions of Section 16.3, FXCM Holdings, LLC, a Delaware limited liability company, as of 1 November 2010 (the “Effective Date”).

EXCHANGE AGREEMENT
Exchange Agreement • December 7th, 2010 • FXCM Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware

EXCHANGE AGREEMENT (this “Agreement”), dated as of December 1, 2010, among FXCM Inc., a Delaware corporation, FXCM Holdings, LLC, a Delaware limited liability company, and the holders of Holdings Units (as defined herein) from time to time party hereto.

DATED 1 MAY 2010
Share Purchase Agreement • November 2nd, 2010 • FXCM Inc. • Security & commodity brokers, dealers, exchanges & services • England and Wales
AMENDMENT NO. 2 TO THE THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FXCM HOLDINGS, LLC
FXCM Inc. • January 30th, 2015 • Security & commodity brokers, dealers, exchanges & services

This Amendment No. 2 to the Third Amended and Restated Limited Liability Company Agreement of FXCM Holdings, LLC (the “Company”) is entered into as of January 29, 2015 by the managing member signing below (the “Managing Member”). The Managing Member hereby agrees as follows:

Leucadia National Corporation
FXCM Inc. • January 26th, 2015 • Security & commodity brokers, dealers, exchanges & services • New York

Reference is made to (i) the Amended and Restated Credit Agreement, dated January 24, 2015 (as amended, the "Credit Agreement"), among FXCM Holdings, LLC, a Delaware limited liability company, FXCM Newco, LLC, a Delaware limited liability company (collectively, the "Borrowers"), each lender from time to time party hereto (collectively, with their respective successors and permitted assigns, the "Lenders" and individually, a "Lender"), and Leucadia National Corporation, as Administrative Agent, and (ii) the original letter agreement relating to financing fees, dated January 16, 2015 (the "Original Fee Letter"), among the Borrowers and the Administrative Agent. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to such terms in the Credit Agreement. This Agreement amends and restates the Original Fee Letter, which was entered into in consideration of the mutual covenants and agreements contained in the Original Credit Agreement. On the Restate

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FUNDING AGREEMENT
Funding Agreement • August 15th, 2011 • FXCM Inc. • Security & commodity brokers, dealers, exchanges & services • New York

FUNDING AGREEMENT (this “Agreement”), dated as of June 27, 2011, between Forex Capital Markets LLC, a Delaware limited liability company (“FXCM” or the “Settling Party”), and the individuals listed on Schedule A hereto (the “Funding Members”).

FIRST AMENDMENT TO DEED OF SHAREHOLDERS AGREEMENT
Deed of Shareholders Agreement • August 13th, 2012 • FXCM Inc. • Security & commodity brokers, dealers, exchanges & services

THIS FIRST AMENDMENT TO DEED OF SHAREHOLDERS AGREEMENT relating to LUCID MARKETS TRADING LIMITED (this “Amendment”) dated as of August 7, 2012, by and among Dierk Reuter, Matthew Wilhelm, FXCM UK Merger Limited, FXCM Holdings, LLC and Lucid Markets Trading Limited (collectively, the “Parties”).

SEVERANCE AGREEMENT FOR SELECTED EXECUTIVES AND MANAGERS
Severance Agreement • March 17th, 2015 • FXCM Inc. • Security & commodity brokers, dealers, exchanges & services • New York

This Severance Agreement for Selected Executives and Managers (the “Severance Agreement”) is made and entered into effective March 11, 2015 by and between [INSERT NAME] (the “Executive”) and Forex Capital Markets, LLC (the “Company”).

Equity Distribution AGREEMENT
Equity Distribution Agreement • October 3rd, 2016 • FXCM Inc. • Security & commodity brokers, dealers, exchanges & services • New York
EXCHANGE AGREEMENT
Exchange Agreement • October 12th, 2010 • FXCM Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware

EXCHANGE AGREEMENT (this “Agreement”), dated as of , among FXCM Inc., a Delaware corporation, FXCM Holdings, LLC, a Delaware limited liability company, and the holders of Holdings Units (as defined herein) from time to time party hereto.

AMENDMENT NO. 1 TO THE MANAGEMENT AGREEMENT OF FXCM GROUP, LLC
The Management Agreement • March 20th, 2017 • Global Brokerage, Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware

This Amendment No. 1 to the FXCM Group LLC Management Agreement (this “Agreement”) is entered into as of February 2, 2017 by and among FXCM Group, LLC, a Delaware limited liability company (the “Company”), FXCM Holdings, LLC, a Delaware limited liability company (the “Manager”), and LUK-FX Holdings, LLC (“Leucadia” and, collectively with the “Company” and the “Manager,” the “Parties”). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

REGISTRATION RIGHTS AGREEMENT OF FXCM INC. Dated as of June 21, 2012
Registration Rights Agreement • June 25th, 2012 • FXCM Inc. • Security & commodity brokers, dealers, exchanges & services • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of June , 2012, by and among FXCM Inc., a Delaware corporation (the “Company”), and Mr. Matthew Wilhelm and Mr. Dierk Reuter (each, a “Seller” and together, the “Sellers”).

STOCK PURCHASE AGREEMENT by and among EURONEXT US INC., FASTMATCH, INC., THE EQUITY SELLERS, SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS SELLER REPRESENTATIVE and EURONEXT N.V., solely for purposes of Article V and Sections 6.4(d), 6.4(f), 6.18, 10.5,...
Stock Purchase Agreement • August 9th, 2017 • Global Brokerage, Inc. • Security & commodity brokers, dealers, exchanges & services • New York

This STOCK PURCHASE AGREEMENT, dated May 22, 2017 (this “Agreement”), by and among (i) Euronext US Inc., a Delaware corporation (“Purchaser”), (ii) FastMatch, Inc., a Delaware corporation (the “Company”), (iii) the holders of Shares (as such term is defined below) listed on the signature pages (collectively with any other holder of Shares who executes a Joinder Agreement pursuant to Section 6.4(f), the “Selling Stockholders”), (iv) Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as Seller Representative (as such term is defined below), (v) solely for purposes of Article V, and Sections 6.4(d), 6.4(f), 6.18, 10.5, 10.6, 10.7, 10.8 and 10.15 (as well as the related defined terms used in such provisions), Euronext N.V., a company organized under the laws of the Netherlands (“Euronext”), and (vi) the Option Holders (as such term is defined below) listed on the signature pages. The Selling Stockholders and the Option Holders (as such ter

FXCM INC. RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • November 7th, 2014 • FXCM Inc. • Security & commodity brokers, dealers, exchanges & services • New York

This Restricted Stock Unit Award Agreement (this "Agreement") is made and entered into as of the date set forth on the signature page hereto (the "Grant Date") by and between FXCM Inc., a Delaware corporation (the "Company") and the individual named on the signature page hereto (the "Participant").

THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • May 15th, 2017 • Global Brokerage, Inc. • Security & commodity brokers, dealers, exchanges & services • New York

This THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of May 12, 2017, is made by and among GLOBAL BROKERAGE HOLDINGS, LLC (f/k/a FXCM Holdings, LLC), a Delaware limited liability company (the “Company”), FXCM Group, LLC (f/k/a FXCM Newco, LLC), a Delaware limited liability company (“Newco” and, together with the Company, on a joint and several basis as borrowers, shall be referred to herein collectively as the “Borrower”), each of the other Loan Parties listed on the signature pages hereto, each Lender that is a party hereto (collectively, the “Consenting Lenders”) and LEUCADIA NATIONAL CORPORATION, as administrative agent (in such capacity, the “Administrative Agent”).

SIXTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 17th, 2014 • FXCM Inc. • Security & commodity brokers, dealers, exchanges & services • New York

This SIXTH AMENDMENT TO CREDIT AGREEMENT dated as of March 12, 2014 (this “Agreement”), is entered into by and among FXCM HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors (as identified on the signature pages hereto, and together with the Borrower, the “Loan Parties”), the Lenders (as defined below), and BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”).

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • September 8th, 2016 • FXCM Inc. • Security & commodity brokers, dealers, exchanges & services • New York

This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of September 1, 2016, is made by and among FXCM HOLDINGS, LLC, a Delaware limited liability company (the “Company”), FXCM NEWCO, LLC, a Delaware limited liability company (“Newco” and, together with the Company, on a joint and several basis as borrowers, shall be referred to herein collectively as the “Borrower”), each of the other Loan Parties listed on the signature pages hereto, each Lender that is a party hereto (collectively, the “Consenting Lenders”) and LEUCADIA NATIONAL CORPORATION, as administrative agent (in such capacity, the “Administrative Agent”).

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