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:
Asset Purchase Agreement (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".
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. SS 6b(a)(2), and Regulation 5.2(b), 17 C.F.R. SS 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. SS 13(a)(4);
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 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. Amended and Restated 2010 Long-Term Incentive Plan (August 5th, 2016)
Leucadia National Corporation (January 26th, 2015)
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 Rest
Funding Agreement (August 15th, 2011)
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").
TAX RECEIVABLE AGREEMENT Among FXCM INC. And THE PERSONS NAMED HEREIN DATED AS OF December 1, 2010 (December 7th, 2010)
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.
Dated 1 May 2010 (November 2nd, 2010)
(1) BLUE FX HOLDINGS CORPORATION, a corporation incorporated registered in the State of Delaware, USA whose registered office is at 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801, USA and COWLEY CORPORATION, a corporation incorporated registered in the State of Delaware, USA whose registered office is at 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801, USA (together the C-Corp Sellers and each a C-Corp Seller); (2) GARDENPARTY LIMITED, a private company limited by shares, incorporated in the Isle of Man under registered number 109981c whose registered office is at 14-15 Mount Havelock, Douglas, Isle of Man IMI 20G (Gardenparty); (3) Each of GARRET GRAHAM WELLESLEY, LORENZO NALDINI and GILES ELLIOTT (together the ODL Management Sellers); (4) Each of the ODL SHAREHOLDERS LISTED IN PART 1 OF SCHEDULE 1 (excluding Gardenparty and the ODL Management Seller