REGISTRATION RIGHTS AGREEMENT OF FXCM INC. Dated as of ___________Registration Rights Agreement • October 12th, 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 _____________, by and among FXCM Inc., a Delaware corporation (the “Company”), and the Covered Persons (defined below) from time to time party hereto.
TAX RECEIVABLE AGREEMENT among FXCM INC. and THE PERSONS NAMED HEREIN DATED AS OF _________, 2010Tax Receivable Agreement • October 12th, 2010 • FXCM Inc. • Security & commodity brokers, dealers, exchanges & services • New York
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of ________, 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.
EXCHANGE AGREEMENTExchange 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.
DATED 1 MAY 2010Share Purchase Agreement • October 12th, 2010 • FXCM Inc. • Security & commodity brokers, dealers, exchanges & services • England and Wales
DATED 1 OCTOBER 2010FXCM Inc. • October 12th, 2010 • Security & commodity brokers, dealers, exchanges & services
IN RELATION TO COMPLETION OF THE SALE AND PURCHASE OF ALL THE SHARES IN ODL GROUP LIMITED PURSUANT TO THE SHARE PURCHASE AGREEMENT DATED 1 MAY 2010
•] Shares FXCM INC. Class A Common Stock $.01 par value UNDERWRITING AGREEMENTUnderwriting Agreement • October 12th, 2010 • FXCM Inc. • Security & commodity brokers, dealers, exchanges & services • New York
Credit Suisse Securities (USA) LLC J.P. Morgan Securities LLC Citigroup Global Markets Inc., As Representatives of the Several Underwriters (“Representatives”) c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629
FXCM HOLDINGS, LLC A Delaware Limited Liability Company THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of , 2010Limited Liability Company Agreement • October 12th, 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 , 2010 (this “Agreement”), is adopted, executed and agreed to, for good and valuable consideration, by and among the Members (as defined below).
