FXCM HOLDINGS, LLC A Delaware Limited Liability Company THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of December 1, 2010Limited 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).
REGISTRATION RIGHTS AGREEMENT OF FXCM INC. Dated as of December 1, 2010Registration 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.
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”).
TAX RECEIVABLE AGREEMENT among FXCM INC. and THE PERSONS NAMED HEREIN DATED AS OF December 1, 2010Tax 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.
EXCHANGE AGREEMENTExchange 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.
