RIGHTS AGREEMENTRights Agreement • December 12th, 2014 • Liquid Holdings Group, Inc. • Services-prepackaged software • Delaware
RIGHTS AGREEMENT, dated as of December 11, 2014 (this “Agreement”), between Liquid Holdings Group, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer and Trust Company (the “Rights Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 19th, 2013 • Liquid Holdings Group LLC • Services-prepackaged software • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [ ], 2013 by and among Liquid Holdings Group, Inc., a Delaware corporation (the “Company”) and the holders of Common Stock (as defined below) of the Company listed on the signature pages hereto (such holders, together with any additional parties the Company may add from time to time by joinder, the “Original Holders”).
STANDARD OFFICE LEASEOffice Lease • September 9th, 2013 • Liquid Holdings Group, Inc. • Services-prepackaged software • New York
(or until such term shall sooner cease and expire as hereinafter provided) to commence on the date (the “Commencement Date”) on which Owner’s Work (hereinafter defined) has been Substantially Completed (hereinafter defined) and exclusive possession of the demised premises has been delivered to Tenant and to end on the last day of the month in which occurs the date ten years after the Commencement Date, both dates inclusive. Tenant shall pay fixed annual rent at the annual rental rate shown on the attached rent schedule; together with additional rent as provided in rider of even date herewith,
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 11th, 2013 • Liquid Holdings Group LLC • Services-prepackaged software • New York
This Executive Employment Agreement (this “Agreement”) is made as of the 6th day of December, 2012 by and between Liquid Holdings Group, LLC, a Delaware limited liability company (“Holdings” or the “Employer”), and Brian Storms (the “Executive”). Holdings, any direct or indirect wholly-owned subsidiary of Holdings, and any other affiliate company of the foregoing are sometimes referred to herein individually as a “Liquid Company” and collectively as the “Liquid Company Group”.
WATERFRONT CORPORATE CENTER I hoboken, new jersey 07030 LEASELiquid Holdings Group, Inc. • March 31st, 2014 • Services-prepackaged software
Executive Employment AgreementExecutive Employment Agreement • October 30th, 2014 • Liquid Holdings Group, Inc. • Services-prepackaged software • New York
This Executive Employment Agreement (this “Agreement”) is made as of the 24th day of October, 2014 by and between Liquid Holdings Group, Inc., a Delaware corporation (“Holdings” or the “Employer”), and Peter R. Kent (the “Executive”) (each of Employer and Executive, a “Party and together, the “Parties”). Holdings, any direct or indirect wholly-owned subsidiary of Holdings, and any other affiliate company of the foregoing are sometimes referred to herein individually as a “Liquid Company” and collectively as the “Liquid Company Group.”
●] Shares Liquid Holdings Group, Inc. Common Stock par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • April 30th, 2014 • Liquid Holdings Group, Inc. • Services-prepackaged software • New York
Liquid Holdings Group, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom JMP Securities LLC is acting as representative (the “Representative”), an aggregate of [●] shares (the “Firm Shares”) of the Company’s Common Stock, par value $0.0001 per share (the “Stock”). At the election of the Underwriters, the Company proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters up to [●] additional shares of Stock (the “Optional Shares”) (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”).
CONTRIBUTION AGREEMENT BY AND AMONG TRAGARA ALPHA PARTNERS LLC AND LIQUID HOLDINGS GROUP, LLC APRIL 27, 2012Contribution Agreement • April 11th, 2013 • Liquid Holdings Group LLC • Services-prepackaged software • New York
THIS CONTRIBUTION AGREEMENT (this “Agreement”), is entered into as of this 27th day of April, 2012, by and among Liquid Holdings Group, LLC. a Delaware limited liability company (the “Company”), and Tragara Alpha Partners LLC, a New York limited liability company (“Contributor”). Company and Contributor are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
CONTRIBUTION AGREEMENTContribution Agreement • April 11th, 2013 • Liquid Holdings Group LLC • Services-prepackaged software • New York
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of the 24 day of April, 2012 by and between Richard Schaeffer (“Assignor”), SHAF Holdings, LLC, a New York limited liability company (“SHAF Holdings”) and Liquid Holdings Group, LLC, a Delaware limited liability company (“Assignee”).
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • April 11th, 2013 • Liquid Holdings Group LLC • Services-prepackaged software • New York
THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is entered into as of the 30th day of September, 2012, by and among Liquid Holdings Group, LLC, a Delaware limited liability company (“Liquid Holdings”), LTI, LLC, a Delaware limited liability company (the “Company”), and the undersigned members of the Company (each, a “Member” and collectively, the “Members”). Liquid Holdings, the Company and the Members are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
CONTRIBUTION AGREEMENTContribution Agreement • April 11th, 2013 • Liquid Holdings Group LLC • Services-prepackaged software • New York
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of the 24 day of April, 2012 by and between Brian Ferdinand (“Assignor”), Ferdinand Holdings, LLC, a Delaware limited liability company (“Ferdinand Holdings”) and Liquid Holdings Group, LLC, a Delaware limited liability company (“Assignee”).
CONTRIBUTION AGREEMENTContribution Agreement • April 11th, 2013 • Liquid Holdings Group LLC • Services-prepackaged software • New York
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of the 24 day of April, 2012 by and among Liquid Trading Holdings LLC, a Delaware limited liability company (“Assignor”), CMK Keller Holdings, LLC, a Delaware limited liability company (“Keller Holdings”) and Liquid Holdings Group, LLC, a Delaware limited liability company (“Assignee”).
AMENDMENT NO. 1 TO THE TRAGARA ALPHA PARTNERS LLC CONTRIBUTION AGREEMENTContribution Agreement • April 11th, 2013 • Liquid Holdings Group LLC • Services-prepackaged software
Reference is hereby made to the Contribution Agreement (the “Contribution Agreement”) dated as of April 27, 2012, by and among Tragara Alpha Partners LLC, a New York limited liability company (the “Contributor”) and Liquid Holdings Group, LLC, a Delaware limited liability company (the “Company”). This Amendment No. 1 to the Contribution Agreement (“Amendment No. 1”), is made effective as of April 27, 2012 (the “Effective Date”), by Contributor and the Company pursuant to Section 7.09 of the Contribution Agreement.
CONSULTING AGREEMENTConsulting Agreement • April 30th, 2014 • Liquid Holdings Group, Inc. • Services-prepackaged software • New York
This Consulting Agreement (“Agreement”) is entered into as of April 21, 2014 by and between Liquid Holdings Group, Inc., a Delaware corporation (the “Company”), and Ferdinand Trading LLC, a Delaware Limited Liability Company (“Consultant”). The Company desires to retain Consultant as an independent contractor to perform consulting services for the Company, and Consultant is willing to perform such services, on the terms described below. In consideration of the mutual promises contained herein, the parties agree as follows:
OFFICE LEASE AGREEMENT FOR AVENTURA CORPORATE CENTER III — OFFICE BUILDING 20807 Biscayne Boulevard Aventura, FloridaOffice Lease Agreement • April 11th, 2013 • Liquid Holdings Group LLC • Services-prepackaged software • Florida
THIS LEASE AGREEMENT (the “Lease”), is dated for reference purposes as of September 5, 2012, between ACC/GP DEVELOPMENT LLC, a Florida limited liability company (“Landlord”), and the Tenant named in Item 1 of the Schedule (“Tenant”).
CONTRIBUTION AGREEMENTContribution Agreement • April 11th, 2013 • Liquid Holdings Group LLC • Services-prepackaged software • New York
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of the 24th day of April, 2012 by and among LT World Limited, a company incorporated under the laws of England and Wales (“Assignor”), Ferdinand Holdings, LLC, a Delaware limited liability company (“Ferdinand Holdings”) and Liquid Holdings Group, LLC, a Delaware limited liability company (“Assignee”).
TRANSFER AGREEMENTTransfer Agreement • April 11th, 2013 • Liquid Holdings Group LLC • Services-prepackaged software • New York
THIS TRANSFER AGREEMENT (this “Agreement”) is made and entered into as of the 11th day of May, 2012 by and between Liquid Trading Holdings Limited, a company incorporated under the laws of Guernsey (“Assignor”) and Liquid Holdings Group, LLC, a Delaware limited liability company (“Assignee”).
STOCK PURCHASE AGREEMENT by and among LIQUID PRIME HOLDINGS LLC and EDWARD DAVIS With respect to the capital stock of TACONIC CAPITAL GROUP INC. Dated as of October 27, 2011Stock Purchase Agreement • April 11th, 2013 • Liquid Holdings Group LLC • Services-prepackaged software • New York
This Stock Purchase Agreement (this “Agreement”), is made and entered into as of October 27, 2011, by and among Liquid Prime Holdings LLC (“Purchaser”) and Edward Davis (“Seller”), as may be referred to jointly and collectively herein as the “Parties”.
CONTRIBUTION AGREEMENTContribution Agreement • April 11th, 2013 • Liquid Holdings Group LLC • Services-prepackaged software • New York
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of the 24 day of April, 2012 by and between Brian Ferdinand (“Assignor”), Ferdinand Holdings, LLC, a Delaware limited liability company (“Ferdinand Holdings”) and Liquid Holdings Group, LLC, a Delaware limited liability company (“Assignee”).
SHARE PURCHASE AGREEMENT FOR THE SALE AND PURCHASE OF ALL THE SHARES IN FUNDSOLVE LIMITED JFW/JEB/JB/505706.00001Share Purchase Agreement • April 11th, 2013 • Liquid Holdings Group LLC • Services-prepackaged software • Kent
MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND BETWEEN LIQUID TRADING HOLDINGS LIMITED AND JOSEPH GAMBERALE, EDWARD FEIGELES, D&L PARTNERS, L.P., DOUGLAS J. VON ALLMEN AND JOHN ALLEN Dated December 30, 2011Membership Interest Purchase Agreement • April 11th, 2013 • Liquid Holdings Group LLC • Services-prepackaged software • New York
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of this 30th day of December, 2011, by and among Liquid Trading Holdings Limited, a company incorporated under the laws of Guernsey (“Buyer”), Joseph Gamberale (“Gamberale”), D&L Partners, L.P. (“D&L Partners”), Edward Feigeles (“Feigeles”), John Allen (“Allen” and together with Gamberale, D&L Partners and Feigeles, the “Members” each a “Member”) and Douglas J. Von Allmen (“Von Allmen” and together with the Members, the “Seller Parties” and each a “Seller Party”). Buyer and the Seller Parties are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • April 11th, 2013 • Liquid Holdings Group LLC • Services-prepackaged software • New York
THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is entered into as of this 27 day of August, 2012, by and among Liquid Holdings Group, LLC, a Delaware limited liability company (“Liquid Holdings”), Green Mountain Analytics, LLC, a Delaware limited liability company (the “Company”), and the undersigned members of the Company (each, a “Member” and collectively, the “Members”). Liquid Holdings, the Company and the Members are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
STANDARD OFFICE LEASEStandard Office Lease • April 11th, 2013 • Liquid Holdings Group LLC • Services-prepackaged software • New York
in the Borough of Manhattan, City of New York, for the term of approximately six years two months (or until such term shall sooner cease and expire as hereinafter provided) to commence on the date (the “Commencement Date”) on which a copy of this Lease signed by Owner and Tenant is delivered to Tenant or Tenant’s attorney and to end on September 30, 2018, both dates inclusive, at the annual rental rate set forth in the attached rent schedule; subject to increases for electricity and adjustments as provided in rider with even date herewith.
FIRST AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • April 11th, 2013 • Liquid Holdings Group LLC • Services-prepackaged software • New York
THIS FIRST AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of this 21 day of July, 2012, by and among Liquid Holdings Group, LLC (as assignee of Liquid Trading Holdings Limited), a Delaware limited liability company (“Buyer”), Joseph Gamberale (“Gamberale”), the Douglas J. Von Allmen Trust dated April 25, 1989 (as assignee of D&L Partners, L.P.) (the “Von Allmen Trust”), Edward Feigeles (“Feigeles”), John Allen (“Allen”) and Douglas J. Von Allmen (“Von Allmen” and together with Gamberale, the Von Allmen Trust, Feigeles and Allen, the “Seller Parties”). Buyer, Gamberale, the Von Allmen Trust, Feigeles, Allen and Von Allmen are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Agreement (as defined below).
ASSIGNMENTAssignment • April 11th, 2013 • Liquid Holdings Group LLC • Services-prepackaged software
This Assignment (this “Assignment”) is entered into as of July 30, 2012, by Ferdinand Trading, LLC, a Delaware limited liability company, Brian Ferdinand, Ferris Ventures, LLC an Arizona limited liability company and Robert Keller (each an “Assignor” and together, the “Assignors”), with and for the benefit of Liquid Holdings Group LLC, a Delaware limited liability company (“Assignee”).
LIQUID HOLDINGS GROUP, LLC SUBSCRIPTION AGREEMENTSubscription Agreement • April 11th, 2013 • Liquid Holdings Group LLC • Services-prepackaged software • New York
THIS SUBSCRIPTION AGREEMENT (the “Agreement”) is dated as of June 28, 2012, by and between Liquid Holdings Group, LLC, a Delaware limited liability company (the “Company”), and HA Investment III, L.L.C. (the “Subscriber”). The Company now desires to issue and sell to the Subscriber, and the Subscriber desires to purchase from the Company, a number of Non-dilutive Common Units of the Company (such units, the “Units”) equal to 7.14% of the aggregate issued and outstanding equity securities of the Company as of the date hereof, subject to adjustment as set forth in Section 2. Capitalized terms used, but not defined, herein shall have the meanings ascribed to such terms in the Limited Liability Company Agreement of the Company, dated as of April 24, 2012, as amended by that certain Amendment No. 1 thereto, dated as of May 24, 2012 (the “Operating Agreement”), a copy of which has been provided to the Subscriber and annexed hereto as Exhibit A.
CONTRIBUTION AGREEMENTContribution Agreement • April 11th, 2013 • Liquid Holdings Group LLC • Services-prepackaged software • New York
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of the 5th day of June, 2012 by and among Liquid Trading Holdings II LLC, a Delaware limited liability company (“Assignor”), Solomon Yakoby (“Yakoby”) and Liquid Holdings Group, LLC, a Delaware limited liability company (“Assignee”).
LIMITED LIABILITY COMPANY AGREEMENT among LIQUID HOLDINGS GROUP, LLC and THE MEMBERS NAMED HEREIN dated as of APRIL 24, 2012Limited Liability Company Agreement • June 19th, 2013 • Liquid Holdings Group LLC • Services-prepackaged software • Delaware
This Limited Liability Company Agreement of Liquid Holdings Group, LLC, a Delaware limited liability company (the “Company”), is entered into as of April 24, 2012, but made effective as of January 17, 2012 (the “Effective Date”), by and among the Company, the Founder Members executing this Agreement as of the date hereof and each other Person who after the date hereof becomes a Member of the Company and becomes a party to this Agreement by executing a Joinder Agreement.
AGREEMENT OF SUBLEASEAgreement of Sublease • May 14th, 2015 • Liquid Holdings Group, Inc. • Services-prepackaged software • New York
THIS AGREEMENT OF SUBLEASE (this “Sublease”), made this 13th day of May, 2015 (the “Effective Date”) between LIQUID HOLDINGS GROUP, INC., a Delaware corporation having an office at 111 River Street, Suite 1204, Hoboken, New Jersey 07030 (“Sublandlord”), and MERIDIAN CAPITAL GROUP, LLC, a Delaware limited liability company having an office at 1 Battery Park Plaza, 26th Floor, New York, New York 10004;
PERSONAL GUARANTYPersonal Guaranty • March 31st, 2014 • Liquid Holdings Group, Inc. • Services-prepackaged software • New York
This PERSONAL GUARANTY (this “Agreement”), dated as of March 6, 2014, is made by and between DOUGLAS J. VON ALLMEN, an individual residing in the State of Florida (the “Guarantor”), and LIQUID HOLDINGS GROUP, INC., a Delaware corporation (the “Borrower”).
RE: Amendment of Lock-Up AgreementAcceptance and Agreement • October 21st, 2014 • Liquid Holdings Group, Inc. • Services-prepackaged software • New York
In connection with your resignation as an officer and director of Liquid Holdings Group, Inc. (the “Company”) in April of this year, you as well as four entities controlled by you, Ferdinand Holdings, LLC, Ferdinand Trading II LLC, LT World Limited LLC and LT World Partners LLC (collectively, the “Ferdinand Entities”), entered into a Lock-Up Agreement, dated April 18, 2014 (the “Lock-Up Agreement”), in favor of the Company. Pursuant to the terms of the Lock-Up Agreement, you and the Ferdinand Entities agreed, among other things, not to sell or transfer (under the circumstances described in the Lock-Up Agreement) your shares of the Company’s common stock, $0.0001 par value per share (collectively, the “Shares”) for a period of one (1) year from the date of the Lock-Up Agreement.
TRANSITION AGREEMENTTransition Agreement • March 3rd, 2015 • Liquid Holdings Group, Inc. • Services-prepackaged software • New York
This Transition Agreement (“Agreement”) is made as of March 1, 2015 (the “Effective Date”) by and between Brian Storms (“Employee”) and Liquid Holdings Group, Inc. (f/k/a Liquid Holdings Group, LLC), a Delaware corporation (“Employer”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
CONSULTING AGREEMENTConsulting Agreement • June 19th, 2013 • Liquid Holdings Group LLC • Services-prepackaged software • New York
This Consulting Agreement (“Agreement”) is entered into as of June 3, 2013, by and between Liquid Holdings Group, LLC, a Delaware limited liability company (the “Company”), and Richard Schaeffer, a natural person (“Consultant”). The Company desires to retain Consultant as an independent contractor to perform consulting services for the Company, and Consultant is willing to perform such services, on the terms described below. In consideration of the mutual promises contained herein, the parties agree as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 31st, 2014 • Liquid Holdings Group, Inc. • Services-prepackaged software • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of July 24, 2013 by and among Liquid Holdings Group, Inc., a Delaware corporation (the “Company”) and the holders of Common Stock (as defined below) of the Company listed on the signature pages hereto (such holders, together with any additional parties the Company may add from time to time by joinder, the “Original Holders”).
AGREEMENTAgreement • May 13th, 2013 • Liquid Holdings Group LLC • Services-prepackaged software • Delaware
THIS AGREEMENT (the “Agreement”) dated this 2nd day of January 2012 (the “Effective Date”), is entered into by and between Liquid Trading Management LLC (“LTM”), and LTI, LLC (“LTI”). LTM and LTI are sometimes referred to herein as “the parties.”
