exv10w3






Exhibit 10.3




EXCHANGE AGREEMENT




          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.




          WHEREAS, the parties hereto desire to provide for the exchange of Holdings Units for shares of
Class A Common Stock (as defined herein), on the terms and subject to the conditions set forth
herein;




          NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained herein and
for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree as follows:




ARTICLE I




          SECTION 1.1. Definitions




     The following definitions shall be for all purposes, unless otherwise clearly indicated to the
contrary, applied to the terms used in this Agreement.



     “Class A Common Stock” means the Class A common stock, par value $0.01 per share, of
the Corporation.



     “Code” means the Internal Revenue Code of 1986, as amended.



     “Corporation” means FXCM Inc., a Delaware corporation, and any successor thereto.



     “Exchange” has the meaning set forth in Section 2.1(a) of this Agreement.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     “Exchange Rate” means the number of shares of Class A Common Stock for which a
Holdings Unit is entitled to be Exchanged. On the date of this Agreement, the Exchange Rate shall
be 1 for 1, subject to adjustment pursuant to Section 2.2 of this Agreement.



     “Holdings” means FXCM Holdings, LLC, a Delaware limited liability company, and any
successor thereto.



     “Holdings LLC Agreement” means the Third Amended and Restated Limited Liability
Company Agreement of Holdings, dated on or about the date hereof, as such agreement may be amended
from time to time.



     “Holdings Unit” means (i) each Class A Unit (as such term is defined in the Holdings
LLC Agreement) issued as of the date hereof and (ii) each Class A Unit or other interest in
Holdings that may be issued by Holdings in the future that is designated by the Corporation as a
“Holdings Unit”.



 









 






     “Holdings Unitholder” means each holder of one or more Holdings Units that may from
time to time be a party to this Agreement.



     “IPO” has the meaning set forth in Section 2.1(a) of this Agreement.



     “Permitted Transferee” has the meaning given to such term in Section 4.1 of this
Agreement.



     “Unvested Units” has the meaning given to such term in the Holdings LLC Agreement.



ARTICLE II




     SECTION 2.1. Exchange of Holdings Units for Class A Common Stock.



          (a) From and after the first anniversary of the date of the closing of the initial public
offering and sale of Class A Common Stock (as contemplated by the Corporation’s Registration
Statement on Form S-1 (File No. 333-_______ )) (the “IPO”), each Holdings Unitholder shall
be entitled at any time and from time to time, upon the terms and subject to the conditions hereof,
to surrender Holdings Units (other than Unvested Units) to Holdings in exchange for the delivery to
the Exchanging Holdings Unitholder of a number of shares of Class A Common Stock that is equal to
the product of the number of Holdings Units surrendered multiplied by the Exchange Rate
(such exchange, an “Exchange”); provided that any such Exchange is for a minimum of the
lesser of 1,000 Holdings Units or all of the Holdings Units (other than Unvested Units) held by
such Holdings Unitholder.








          (b) A Holdings Unitholder shall exercise its right to Exchange Holdings Units as set forth in
Section 2.1(a) above by delivering to the Corporation and to Holdings a written election of
exchange in respect of the Holdings Units to be Exchanged substantially in the form of Exhibit
A hereto, duly executed by such holder or such holder’s duly authorized attorney, in each case
delivered during normal business hours at the principal executive offices of the Corporation and of
Holdings. As promptly as practicable following the delivery of such a written election of
exchange, Holdings shall deliver or cause to be delivered at the offices of the then-acting
registrar and transfer agent of the Class A Common Stock or, if there is no then-acting registrar
and transfer agent of the Class A Common Stock, at the principal executive offices of the
Corporation, the number of shares of Class A Common Stock deliverable upon such Exchange,
registered in the name of the relevant Exchanging Holdings Unitholder. To the extent the Class A
Common Stock is settled through the facilities of The Depository Trust Company, Holdings will,
subject to Section 2.1(c) below, upon the written instruction of an Exchanging Unitholder, use its
reasonable best efforts to deliver the shares of Class A Common Stock deliverable to such
Exchanging Holdings Unitholder, through the facilities of The Depository Trust Company, to the
account of the participant of The Depository Trust Company designated by such Exchanging Holder.
The Corporation shall take such actions as may be required to ensure the performance by Holdings of
its obligations under this Section 2.1(b) and the foregoing Section 2.1(a), including the issuance and
sale of shares of Class A Common Stock to or for the account of Holdings in exchange for the
delivery to the Corporation of a number of Holdings Units that is equal to the number of Holdings
Units surrendered by an Exchanging Holder.








2









 








          (c) Holdings and each Exchanging Holdings Unitholder shall bear their own expenses in
connection with the consummation of any Exchange, whether or not any such Exchange is ultimately
consummated, except that Holdings shall bear any transfer taxes, stamp taxes or duties, or other
similar taxes in connection with, or arising by reason of, any Exchange; provided, however, that if
any shares of Class A Common Stock are to be delivered in a name other than that of the Holdings
Unitholder that requested the Exchange, then such Holdings Unitholder and/or the person in whose
name such shares are to be delivered shall pay to Holdings the amount of any transfer taxes, stamp
taxes or duties, or other similar taxes in connection with, or arising by reason of, such Exchange
or shall establish to the reasonable satisfaction of Holdings that such tax has been paid or is not
payable.




          (d) Notwithstanding anything to the contrary herein, to the extent the Corporation or Holdings
shall determine that interests in Holdings do not meet the requirements of Treasury Regulation
section 1.7704-1(h), the Corporation or Holdings may impose such restrictions on Exchange as the
Corporation or Holdings may determine to be necessary or advisable so that Holdings is not treated
as a “publicly traded partnership” under Section 7704 of the Code. Notwithstanding anything to the
contrary herein, no Exchange shall be permitted (and, if attempted, shall be void ab initio) if, in
the good faith determination of the Corporation or of Holdings, such an Exchange would pose a
material risk that Holdings would be a “publicly traded partnership” under Section 7704 of the
Code.




          (e) For the avoidance of doubt, and notwithstanding anything to the contrary herein, a
Holdings Unitholder shall not be entitled to Exchange Holdings Units to the extent the Corporation
determines that such Exchange (i) would be prohibited by law or regulation (including, without
limitation, the unavailability of any requisite registration statement filed under the U.S.
Securities Act of 1933, as amended) or (ii) would not be permitted under any other agreements with
the Corporation or its subsidiaries to which such Holdings Unitholder may be party (including,
without limitation, the Holdings LLC Agreement) or any written policies of the Corporation related
to unlawful or improper trading (including, without limitation, the policies of the Corporation
relating to insider trading).




          SECTION 2.2. Adjustment.




          (a) The Exchange Rate shall be adjusted accordingly if there is: (a) any subdivision (by any
unit split, unit distribution, reclassification, reorganization, recapitalization or otherwise) or
combination (by reverse unit split, reclassification, reorganization, recapitalization or
otherwise) of the Holdings Units that is not accompanied by an identical subdivision or combination
of the Class A Common Stock; or (b) any subdivision (by any stock split, stock dividend or
distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by
reverse stock split, reclassification, reorganization, recapitalization or otherwise) of the Class
A Common Stock that is not accompanied by an identical subdivision or combination of the Holdings
Units. If there is any reclassification, reorganization, recapitalization or other similar
transaction in which the Class A Common Stock are converted or changed into another security,
securities or other property, then upon any subsequent Exchange, an exchanging Holdings Unitholder
shall be entitled to receive the amount of such security, securities or other property that such
exchanging Holdings Unitholder would have received if such Exchange had occurred immediately prior
to the effective date of such




3









 







reclassification, reorganization, recapitalization or other similar transaction, taking into
account any adjustment as a result of any subdivision (by any split, distribution or dividend,
reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split,
reclassification, recapitalization or otherwise) of such security, securities or other property
that occurs after the effective time of such reclassification, reorganization, recapitalization or
other similar transaction. For the avoidance of doubt, if there is any reclassification,
reorganization, recapitalization or other similar transaction in which the Class A Common Stock are
converted or changed into another security, securities or other property, this Section 2.2 shall
continue to be applicable, mutatis mutandis, with respect to such security or other property. This
Agreement shall apply to the Holdings Units held by the Holdings Unitholders and their Permitted
Transferees as of the date hereof, as well as any Holdings Units hereafter acquired by a Holdings
Unitholder and his or her or its Permitted Transferees. This Agreement shall apply to, mutatis
mutandis, and all references to “Holdings Units” shall be deemed to include, any security,
securities or other property of Holdings which may be issued in respect of, in exchange for or in
substitution of Holdings Units by reason of any distribution or dividend, split, reverse split,
combination, reclassification, reorganization, recapitalization, merger, exchange (other than an
Exchange) or other transaction.




          SECTION 2.3. Class A Common Stock to be Issued.




          (a) The Corporation shall at all times reserve and keep available out of its authorized but
unissued Class A Common Stock, solely for the purpose of issuance upon an Exchange, such number of
shares of Class A Common Stock as shall be deliverable upon any such Exchange; provided that
nothing contained herein shall be construed to preclude Holdings from satisfying its obligations in
respect of the exchange of the Holdings Units by delivery of shares of Class A Common Stock which
are held in the treasury of the Corporation or Holdings or any of their subsidiaries or by delivery
of purchased shares of Class A Common Stock (which may or may not be held in the treasury of the
Corporation or any subsidiary thereof). The Corporation and Holdings covenant that all Class A
Common Stock issued upon an Exchange will, upon issuance, be validly issued, fully paid and
non-assessable.




          (b) The Corporation and Holdings covenant and agree that, to the extent that a registration
statement under the Securities Act is effective and available for shares of Class A Common Stock to
be delivered with respect to any Exchange, shares that have been registered under the Securities
Act shall be delivered in respect of such Exchange. In the event that any Exchange in accordance
with this Agreement is to be effected at a time when any required registration has not become
effective or otherwise is unavailable, upon the request and with the reasonable cooperation of the
Holdings Unitholder requesting such Exchange, the Corporation and Holdings shall use commercially
reasonable efforts to promptly facilitate such Exchange pursuant to any reasonably available
exemption from such registration requirements. The Corporation and Holdings shall use commercially
reasonable efforts to list the Class A Common Stock required to be delivered upon exchange prior to
such delivery upon each national securities exchange or inter-dealer quotation system upon which
the outstanding Class A Common Stock may be listed or traded at the time of such delivery.




4









 








ARTICLE III




          SECTION 3.1. Representations and Warranties of the Corporation and of Holdings. Each of the Corporation and Holdings represents and warrants that (i) it is a
corporation or limited liability company duly incorporated or formed and is existing in good
standing under the laws of the State of Delaware, (ii) it has all requisite corporate or limited
liability company power and authority to enter into and perform this Agreement and to consummate
the transactions contemplated hereby and, in the case of the Corporation, to issue the Class A
Common Stock in accordance with the terms hereof, (iii) the execution and delivery of this
Agreement by it and the consummation by it of the transactions contemplated hereby (including
without limitation, in the case of the Corporation, the issuance of the Class A Common Stock) have
been duly authorized by all necessary corporate or limited liability company action on its part,
and (iv) this Agreement constitutes a legal, valid and binding obligation of it enforceable against
it in accordance with its terms, except as enforcement may be limited by equitable principles or by
bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting
creditors’ rights generally.




          SECTION 3.2. Representations and Warranties of the Holdings Unitholders. Each Holdings Unitholder, severally and not jointly, represents and warrants that (i)
if it is not a natural person, that it is duly incorporated or formed and, the extent such concept
exists in its jurisdiction of organization, is in good standing under the laws of such
jurisdiction, (ii) it has all requisite legal capacity and authority to enter into and perform this
Agreement and to consummate the transactions contemplated hereby, (iii) if it is not a natural
person, the execution and delivery of this Agreement by it of the transactions contemplated hereby
have been duly authorized by all necessary corporate or other entity action on the part of such
Holdings Unitholder, and (iv) this Agreement constitutes a legal, valid and binding obligation of
such Holdings Unitholder enforceable against it in accordance with its terms, except as enforcement
may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or
similar laws relating to or limiting creditors’ rights generally.




ARTICLE IV




          SECTION 4.1. Additional Holdings Unitholders. To the extent a Holdings Unitholder validly transfers any or all of such holder’s Holdings
Units to another person in a transaction in accordance with, and not in contravention of, the
Holdings LLC Agreement, then such transferee (each, a “Permitted Transferee”) shall have
the right to execute and deliver a joinder to this Agreement, substantially in the form of Exhibit
B hereto, whereupon such Permitted Transferee shall become a Holdings Unitholder hereunder. To
the extent Holdings issues Holdings Units in the future, then the holder of such Holdings Units
shall have the right to execute and deliver a joinder to this Agreement, substantially in the form
of Exhibit B hereto, whereupon such holder shall become a Holdings Unitholder hereunder.




          SECTION 4.2. Addresses and Notices. All notices, requests, claims, demands and other communications hereunder shall be in
writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery
in person, by courier service, by fax, by electronic mail (delivery receipt requested) or by
registered or certified mail (postage prepaid,




5









 







return receipt requested) to the respective parties at the following addresses (or at such
other address for a party as shall be as specified in a notice given in accordance with this
Section 4.2):





(a) If to the Corporation, to:


FXCM Inc.

32 Old Slip

New York, New York 10005

Attention: Chief Financial Officer

Facsimile: (212) 897-7662





(b) If to Holdings, to:


FXCM Holdings, LLC

c/o FXCM Inc.

32 Old Slip

New York, New York 10005

Attention: Chief Financial Officer

Facsimile: (212) 897-7662





(c) If to any Holdings Unitholder, to the address and other contact
information set forth in the records of Holdings from time to time.



          SECTION 4.3. Further Action. The parties shall execute and deliver all documents, provide all information and take or
refrain from taking action as may be necessary or appropriate to achieve the purposes of this
Agreement.




          SECTION 4.4. Binding Effect. This Agreement shall be binding upon and inure to the benefit of all of the parties and, to
the extent permitted by this Agreement, their successors, executors, administrators, heirs, legal
representatives and assigns.




          SECTION 4.5. Severability. If any term or other provision of this Agreement is held to be invalid, illegal or
incapable of being enforced by any rule of law, or public policy, all other conditions and
provisions of this Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions is not affected in any manner materially adverse to
any party. Upon a determination that any term or other provision is invalid, illegal or incapable
of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as
to effect the original intent of the parties as closely as possible in a mutually acceptable manner
in order that the transactions contemplated hereby be consummated as originally contemplated to the
fullest extent possible.




          SECTION 4.6. Amendment. The provisions of this Agreement may be amended only by the affirmative vote or written
consent of each of (i) the Corporation, (ii) Holdings and (iii) Holdings Unitholders holding a
majority of the then outstanding Holdings Units (excluding Holdings Units held by the Corporation).




          SECTION 4.7. Waiver. No failure by any party to insist upon the strict




6









 







performance of any covenant, duty, agreement or condition of this Agreement or to exercise any
right or remedy consequent upon a breach thereof shall constitute waiver of any such breach of any
other covenant, duty, agreement or condition.




          SECTION 4.8. Submission to Jurisdiction; Waiver of Jury Trial.




          (a) Any and all disputes which cannot be settled amicably, including any ancillary claims of
any party, arising out of, relating to or in connection with the validity, negotiation, execution,
interpretation, performance or non-performance of this Agreement (including the validity, scope and
enforceability of this arbitration provision) shall be finally settled by arbitration conducted by
a single arbitrator in New York in accordance with the then-existing Rules of Arbitration of the
International Chamber of Commerce. If the parties to the dispute fail to agree on the selection of
an arbitrator within thirty (30) days of the receipt of the request for arbitration, the
International Chamber of Commerce shall make the appointment. The arbitrator shall be a lawyer and
shall conduct the proceedings in the English language. Performance under this Agreement shall
continue if reasonably possible during any arbitration proceedings.




          (b) Notwithstanding the provisions of paragraph (a), the parties hereto may bring an action or
special proceeding in any court of competent jurisdiction for the purpose of compelling a party to
arbitrate, seeking temporary or preliminary relief in aid of an arbitration hereunder, and/or
enforcing an arbitration award and, for the purposes of this paragraph (b), each party hereto (i)
expressly consents to the application of paragraph (c) of this Section 4.8 to any such action or
proceeding and (ii) agrees that proof shall not be required that monetary damages for breach of the
provisions of this Agreement would be difficult to calculate and that remedies at law would be
inadequate.




          (c) (i) EACH PARTY HERETO IRREVOCABLY SUBMITS TO THE JURISDICTION OF COURTS LOCATED IN NEW
YORK, NEW YORK FOR THE PURPOSE OF ANY JUDICIAL PROCEEDING BROUGHT IN ACCORDANCE WITH THE PROVISIONS
OF THIS SECTION 4.8, OR ANY JUDICIAL PROCEEDING ANCILLARY TO AN ARBITRATION OR CONTEMPLATED
ARBITRATION ARISING OUT OF OR RELATING TO OR CONCERNING THIS AGREEMENT. Such ancillary judicial
proceedings include any suit, action or proceeding to compel arbitration, to obtain temporary or
preliminary judicial relief in aid of arbitration, or to confirm an arbitration award. The parties
acknowledge that the fora designated by this paragraph (c) have a reasonable relation to this
Agreement, and to the parties’ relationship with one another.




               (ii) The parties hereby waive, to the fullest extent permitted by applicable law, any
objection which they now or hereafter may have to personal jurisdiction or to the laying of venue
of any such ancillary suit, action or proceeding brought in any court referred to in the preceding
paragraph of this Section 4.8 and such parties agree not to plead or claim the same.



          (d) Notwithstanding any provision of this Agreement to the contrary, this Section 4.8 shall be
construed to the maximum extent possible to comply with the laws of the State of Delaware,
including the Delaware Uniform Arbitration Act (10 Del. C. § 5701 et seq.)




7









 







(the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court
of competent jurisdiction that any provision or wording of this Section 4.8, including any rules of
the International Chamber of Commerce, shall be invalid or unenforceable under the Delaware
Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section
4.8. In that case, this Section 4.8 shall be construed so as to limit any term or provision so as
to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other
applicable law, and, in the event such term or provision cannot be so limited, this Section 4.8
shall be construed to omit such invalid or unenforceable provision.




          SECTION 4.9. Counterparts. This Agreement may be executed and delivered (including by facsimile transmission or by
e-mail delivery of a “.pdf” format data file) in one or more counterparts, and by the different
parties hereto in separate counterparts, each of which when executed and delivered shall be deemed
to be an original but all of which taken together shall constitute one and the same agreement.
Copies of executed counterparts transmitted by telecopy, by e-mail delivery of a “.pdf” format data
file or other electronic transmission service shall be considered original executed counterparts
for purposes of this Section 4.9.




          SECTION 4.10. Tax Treatment. This Agreement shall be treated as part of the partnership agreement of Holdings as
described in Section 761(c) of the Code and Sections 1.704-1(b)(2)(ii)(h) and 1.761-1(c) of the
Treasury Regulations promulgated thereunder. As required by the Code and the Treasury Regulations,
the parties shall report any Exchange consummated hereunder as a taxable sale of the Holdings Units
by a Holdings Unitholder to the Corporation, and no party shall take a contrary position on any
income tax return, amendment thereof or communication with a taxing authority unless an alternate
position is permitted under the Code and Treasury Regulations and the Corporation consents in
writing.




          SECTION 4.11. Specific Performance. The parties hereto agree that irreparable damage would occur in the event that any of the
provisions of this Agreement were not performed in accordance with their specific terms or were
otherwise breached. It is accordingly agreed that the parties shall be entitled to specific
performance of the terms and provisions hereof, in addition to any other remedy to which they are
entitled at law or in equity.




          SECTION 4.12. Independent Nature of Holdings Unitholders’ Rights and Obligations. The obligations of each Holdings Unitholder hereunder are several and not joint with the
obligations of any other Holdings Unitholder, and no Holdings Unitholder shall be responsible in
any way for the performance of the obligations of any other Holdings Unitholder under hereunder.
The decision of each Holdings Unitholder to enter into to this Agreement has been made by such
Holdings Unitholder independently of any other Holdings Unitholder. Nothing contained herein, and
no action taken by any Holdings Unitholder pursuant hereto, shall be deemed to constitute the
Holdings Unitholders as a partnership, an association, a joint venture or any other kind of entity,
or create a presumption that the Holdings Unitholders are in any way acting in concert or as a
group with respect to such obligations or the transactions contemplated hereby and the Corporation
acknowledges that the Holdings Unitholders are not acting in concert or as a group, and the
Corporation will not assert any such claim, with respect to such obligations or the transactions
contemplated hereby.




          SECTION 4.13. Applicable Law. This Agreement shall be governed by, and construed in accordance with, the law of the State of Delaware.




8









 








     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered,
all as of the date first set forth above.



	 	 	 	 	 	 	 

	 	 	FXCM INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 
	 	 	FXCM HOLDINGS, LLC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	HOLDINGS UNITHOLDERS	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Name:	 	 






 









 





EXHIBIT A




[FORM OF]

ELECTION OF EXCHANGE




FXCM Inc.

32 Old Slip

New York, New York 10005

Attention: Chief Financial Officer




FXCM Holdings, LLC

c/o FXCM Inc.

32 Old Slip

New York, New York 10005

Attention: Chief Financial Officer




          Reference is hereby made to the Exchange Agreement, dated as of                      (the “Exchange
Agreement”), 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
thereto. Capitalized terms used but not defined herein shall have the meanings given to them in
the Exchange Agreement.




          The undersigned Holdings Unitholder hereby transfers to the Corporation, for the account of
Holdings, the number of Holdings Units set forth below in Exchange for shares of Class A Common
Stock to be issued in its name as set forth below, as set forth in the Exchange Agreement.





			
	Legal Name of Holdings Unitholder:	 	  







			
	Address:	 	  







			
	Number of Holdings Units to be Exchanged:	 	  





The undersigned hereby represents and warrants that (i) the undersigned has full legal capacity to
execute and deliver this Election of Exchange and to perform the undersigned’s obligations
hereunder; (ii) this Election of Exchange has been duly executed and delivered by the undersigned
and is the legal, valid and binding obligation of the undersigned enforceable against it in
accordance with the terms thereof or hereof, as the case may be, subject to applicable bankruptcy,
insolvency and similar laws affecting creditors’ rights generally and the availability of equitable
remedies; (iii) the Holdings Units subject to this Election of Exchange are being transferred to
the Corporation free and clear of any pledge, lien, security interest, encumbrance, equities or
claim; and (iv) no consent, approval, authorization, order, registration or qualification of any
third party or with any court or governmental agency or body having jurisdiction over the
undersigned or the Holdings Units subject to this Election of Exchange is required to be obtained
by the undersigned for the transfer of such Holdings Units to the Corporation.




 









 







The undersigned hereby irrevocably constitutes and appoints any officer of the Corporation or of
Holdings as the attorney of the undersigned, with full power of substitution and resubstitution in
the premises, to do any and all things and to take any and all actions that may be necessary to
transfer to the Corporation, for the account of Holdings, the Holdings Units subject to this
Election of Exchange and to deliver to the undersigned the shares of Class A Common Stock to be
delivered in Exchange therefor.



IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Election of Exchange
to be executed and delivered by the undersigned or by its duly authorized attorney.




	 	 	 	 	 	 	 

	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	     Dated:
	 	 
	 	 
	 	 	 	 	 	 	 





 









 





EXHIBIT B




[FORM OF]

JOINDER AGREEMENT




          This Joinder Agreement (“Joinder Agreement”) is a joinder to the Exchange Agreement,
dated as of [ ] (the “Agreement”), among FXCM Inc., a Delaware corporation (the
“Corporation”), FXCM Holdings, LLC, a Delaware limited liability company
(“Holdings”), and each of the Holdings Unitholders from time to time party thereto.
Capitalized terms used but not defined in this Joinder Agreement shall have their meanings given to
them in the Agreement. This Joinder Agreement shall be governed by, and construed in accordance
with, the law of the State of Delaware. In the event of any conflict between this Joinder
Agreement and the Agreement, the terms of this Joinder Agreement shall control.




          The undersigned hereby joins and enters into the Agreement having acquired Holdings Units in
Holdings. By signing and returning this Joinder Agreement to the Corporation, the undersigned (i)
accepts and agrees to be bound by and subject to all of the terms and conditions of and agreements
of a Holdings Unitholder contained in the Agreement, with all attendant rights, duties and
obligations of a Holdings Unitholder thereunder and (ii) makes each of the representations and
warranties of a Holdings Unitholder set forth in Section 3.2 of the Agreement as fully as if such
representations and warranties were set forth herein. The parties to the Agreement shall treat the
execution and delivery hereof by the undersigned as the execution and delivery of the Agreement by
the undersigned and, upon receipt of this Joinder Agreement by the Corporation and by Holdings, the
signature of the undersigned set forth below shall constitute a counterpart signature to the
signature page of the Agreement.




	 	 	 	 	 	 	 	 	 
	Name:
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Address for Notices:	 	 	 	With copies to:	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Attention: