FXCM Inc. Sample Contracts

Global Brokerage, Inc. – RESTRUCTURING SUPPORT AGREEMENT (November 13th, 2017)

As a Consenting Noteholder (in its capacity as investment adviser to certain beneficial owners of the notes referenced herein)

Global Brokerage, Inc. – Global Brokerage, Inc. Announces Entry Into Restructuring Support Agreement with Approximately 70% of Noteholders Also Announces Delisting from NASDAQ Global Market, Transfers to NASDAQ Capital Market and Changes to its Board of Directors and Executive Officers (November 13th, 2017)

NEW YORK, November 10, 2017 -- Global Brokerage, Inc. (NASDAQ:GLBR) (“Global Brokerage”), announced today a series of steps to achieve stability, reduce costs, and equip Global Brokerage for the future, including entry into a restructuring support agreement and expected delisting from Nasdaq Global Market, transferring to Nasdaq Capital Market and certain changes to its board of directors and officers.

Global Brokerage, Inc. – Global Brokerage, Inc. Announces Second Quarter 2017 Results (August 9th, 2017)

NEW YORK— August 9, 2017— Global Brokerage, Inc. (NASDAQ:GLBR), today announced for the quarter ended June 30, 2017, U.S. GAAP trading revenue from continuing operations of $48.7 million, compared to $54.7 million for the quarter ended June 30, 2016. U.S. GAAP net loss attributable to Global Brokerage, Inc. from continuing operations was $4.3 million, or $0.69 per diluted share, compared to U.S. GAAP net income attributable to Global Brokerage, Inc. from continuing operations of $60.2 million (including a $116.5 million gain on derivative liabilities), or $10.75 per diluted share, for the quarter ended June 30, 2016.

Global Brokerage, Inc. – 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, 10.6, 10.7, 10.8 and 10.15 (as well as the related defined terms used in such provisions) _______________ Dated as of May 22, 2017 (August 9th, 2017)

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 t

Global Brokerage, Inc. – May 17, 2017 (August 9th, 2017)

This agreement (the “Agreement”) will confirm the terms and conditions of your continued service with FXCM Group, LLC (the “Company”). The effective date of this Agreement is May 15, 2017.

Global Brokerage, Inc. – FXCM Group Provides Financial Information for Second Quarter 2017 (August 9th, 2017)

NEW YORK, August 9, 2017 — FXCM Group, LLC ("FXCM Group" or “FXCM”), a leading international provider of online foreign exchange trading, CFD trading, spread betting and related services, today provided selected financial information regarding its second quarter 2017 results.

Global Brokerage, Inc. – Kenneth Grossman (May 15th, 2017)
Global Brokerage, Inc. – Global Brokerage, Inc. Announces First Quarter 2017 Results (May 15th, 2017)

·U.S. GAAP net loss attributable to Global Brokerage, Inc. from continuing operations of $24.5 million or $3.99 per diluted share. U.S. GAAP net loss from continuing operations includes a $23.9 million goodwill impairment charge.

Global Brokerage, Inc. – THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (May 15th, 2017)

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”).

Global Brokerage, Inc. – AMENDMENT NO. 1 TO THE MANAGEMENT AGREEMENT OF FXCM GROUP, LLC (March 20th, 2017)

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:

Global Brokerage, Inc. – ASSET PURCHASE AGREEMENT dated as of February 7, 2017 between GAIN CAPITAL GROUP, LLC, and FOREX CAPITAL MARKETS L.L.C. (March 20th, 2017)

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”.

Global Brokerage, Inc. – UNITED STATES OF AMERICA Before the COMMODITY FUTURES TRADING COMMISSION (March 20th, 2017)

Respondents shall cease and desist from violating Section 4b(a)(2), 7 U.S.C. § 6b(a)(2), and Regulation 5.2(b), 17 C.F.R. § 5.2(b), and Respondents FXCM, FXCM Holdings, and Niv shall cease and desist from violating Section 9(a)(4) of the Act, 7 U.S. C. § 13(a)(4);

Global Brokerage, Inc. – AMENDED AND RESTATED BY-LAWS OF GLOBAL BROKERAGE, INC. (February 27th, 2017)
FXCM Inc. – FXCM Discusses Impact of U.S. Exit (February 13th, 2017)

NEW YORK, February 12, 2017-- FXCM Inc. (NASDAQ:FXCM) (“FXCM” or the "Company") today provided additional information regarding the costs associated with its U.S. retail foreign exchange activities, which it has agreed to sell to GAIN Capital Holdings, Inc. (“GAIN”). None of FXCM’s costs will be transferring to GAIN and FXCM expects significant cost savings from the wind down of its U.S. retail foreign exchange operations.

FXCM Inc. – FXCM Reports Monthly Metrics (January 12th, 2017)

NEW YORK, January 12, 2017 -- FXCM Inc. (NASDAQ:FXCM) today announced certain key customer trading metrics for December 2016 for its retail and institutional foreign exchange business.

FXCM Inc. – FXCM Reports Monthly Metrics (December 13th, 2016)

This operating data is preliminary and subject to revision and should not be taken as an indication of the financial performance of FXCM Inc. FXCM undertakes no obligation to publicly update or review previously reported operating data. Any updates to previously reported operating data will be reflected in the historical operating data that can be found on the Investor Relations page of the Company's corporate website www.fxcm.com.

FXCM Inc. – ASSET PURCHASE AGREEMENT (November 18th, 2016)
FXCM Inc. – FXCM INC. ANNUAL INCENTIVE BONUS PLAN FOR FOUNDER DIRECTORS AND SPECIFIED EXECUTIVE OFFICERS (November 9th, 2016)
FXCM Inc. – FXCM Inc. Announces Third Quarter 2016 Results Releases October 2016 Customer Trading Metrics (November 8th, 2016)

·U.S. GAAP net loss attributable to FXCM Inc. from continuing operations of $35.8 million, or $6.39 per diluted share, including a $27.0 million non-cash net loss on derivative liabilities

FXCM Inc. – ASSET PURCHASE AGREEMENT (November 8th, 2016)
FXCM Inc. – FXCM Reports Monthly Metrics (October 11th, 2016)

NEW YORK, October 11, 2016 -- FXCM Inc. (NASDAQ:FXCM) today announced certain key customer trading metrics for September 2016 for its retail and institutional foreign exchange business.

FXCM Inc. – Equity Distribution AGREEMENT (October 3rd, 2016)
FXCM Inc. – FXCM Signs Agreement to Sell News and Research Website DailyFX for $40 Million (September 30th, 2016)

NEW YORK, September 30, 2016 – FXCM Inc. (NASDAQ:FXCM) (“FXCM”), a leading online provider of foreign exchange (FX) trading and related services, today announced that it has agreed to sell DailyFX, its news and research website to IG Group (“IG”), a global leader in online trading, for a price of $40 million. Subject to IG final approval and customary closing conditions, the transaction is expected to close by the end of October.

FXCM Inc. – FXCM Reports Monthly Metrics (September 12th, 2016)

This operating data is preliminary and subject to revision and should not be taken as an indication of the financial performance of FXCM Inc. FXCM undertakes no obligation to publicly update or review previously reported operating data. Any updates to previously reported operating data will be reflected in the historical operating data that can be found on the Investor Relations page of the Company's corporate website www.fxcm.com.

FXCM Inc. – FXCM GROUP, LLC 2016 INCENTIVE BONUS PLAN FOR FOUNDERS AND EXECUTIVES (September 8th, 2016)
FXCM Inc. – FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (September 8th, 2016)

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”).

FXCM Inc. – AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FXCM GROUP, LLC DATED AS OF SEPTEMBER 1, 2016 (September 8th, 2016)

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

FXCM Inc. – Unaudited Pro Forma Consolidated Financial Information FXCM Inc. As of and For the Six Months Ended June 30, 2016 and For the Year Ended December 31, 2015 Unaudited Pro Forma Consolidated Financial Information (September 8th, 2016)

On September 1, 2016, FXCM Inc. (“FXCM” or the "Company") and Leucadia National Corporation (“Leucadia”) amended the terms of the Amended and Restated Credit Agreement (the "Credit Agreement") and terminated the Amended and Restated Letter Agreement (the "Letter Agreement"), each dated January 24, 2015. Among other amendments, the maturity date of the Credit Agreement has been extended by one year to January 16, 2018. Effective September 1, 2016, the Letter Agreement is replaced with the Amended and Restated Limited Liability Company Agreement of FXCM Group, LLC (the “LLC Agreement”), pursuant to which Leucadia owns a 49.9% membership interest in FXCM Group, LLC ("FXCM Group") and FXCM Holdings, LLC ("FXCM Holdings") owns a 50.1% membership interest in FXCM Group. Concurrently with the execution of the LLC Agreement, (1) FXCM Group and FXCM Holdings entered into a Management Agreement, pursuant to which FXCM Holdings manages the assets and day-to-day operations of FXCM Group, and (2) F

FXCM Inc. – September 1, 2016 Leucadia and FXCM Complete Long-Term Partnership Agreement (September 8th, 2016)

NEW YORK, Sept. 01, 2016 (GLOBE NEWSWIRE) — Leucadia National Corporation (NYSE:LUK) ("Leucadia") and FXCM Inc. (NYSE:FXCM) ("FXCM") today announced that they have completed the process of deepening their partnership, with Leucadia now holding a membership interest in FXCM's operating entity, FXCM Group, LLC. (See below for a summary of definitive agreements.)

FXCM Inc. – FXCM GROUP LLC MANAGEMENT AGREEMENT (September 8th, 2016)

This MANAGEMENT AGREEMENT (the “Agreement”) is entered into as of September 1, 2016, by and between FXCM Group, LLC, a Delaware Limited Liability Company (hereinafter called the “Company”), and FXCM Holdings, LLC, a Delaware Limited Liability Company (hereinafter called the “Manager”). Capitalized terms used and not otherwise defined herein will have the meanings set forth in the LLC Agreement (as defined below).

FXCM Inc. – FXCM INC. AMENDED AND RESTATED 2010 LONG-TERM INCENTIVE PLAN (August 5th, 2016)
FXCM Inc. – FXCM Inc. Announces Second Quarter 2016 Results Releases July 2016 Customer Trading Metrics (August 4th, 2016)

·U.S. GAAP net income attributable to FXCM Inc. from continuing operations of $60.5 million or $10.80 per diluted share, including a $116.5 million non-cash net gain on derivative liabilities

FXCM Inc. – INDENTURE Dated as of [_______] [___], 20[_] Between FXCM INC., as Issuer and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH 318 INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939 (July 12th, 2016)

INDENTURE, dated as of [_______] [___], 20[_], between FXCM Inc., a corporation duly organized and existing under the laws of Delaware (herein called the “Company”) and Wells Fargo Bank, National Association, a national banking association, as Trustee (herein called the “Trustee”).

FXCM Inc. – FXCM Reports Monthly Metrics (July 11th, 2016)

NEW YORK, July 11, 2016 -- FXCM Inc. (NYSE:FXCM) today announced certain key customer trading metrics for June 2016 for its retail and institutional foreign exchange business.

FXCM Inc. – FXCM Reports Monthly Metrics (June 9th, 2016)

This operating data is preliminary and subject to revision and should not be taken as an indication of the financial performance of FXCM Inc. FXCM undertakes no obligation to publicly update or review previously reported operating data. Any updates to previously reported operating data will be reflected in the historical operating data that can be found on the Investor Relations page of the Company's corporate website www.fxcm.com.