exv10w8w2






Exhibit 10.8.2




			
	 	 	 
	DATED
	 	2010







	(1)	 	SELLERS’ REPRESENTATIVE
	 
	(2)	 	BLUE FX HOLDINGS CORPORATION
	 
	(3)	 	COWLEY CORPORATION
	 
	(4)	 	FXCM HOLDINGS, LLC
	 
	(5)	 	FXCM INC.





POST CLOSING AGREEMENT NO. 1



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 AS AMENDED BY A CLOSING AGREEMENT DATED 1 OCTOBER
2010 AND DEED OF ASSIGNMENT DATED 1 OCTOBER 2010.




REFERENCE : DJB/RPF/CRJ/502764.00002




			
	 
	 	Reed Smith llp
	 
	 	The Broadgate Tower
	 
	 	20 Primrose Street
	 
	 	London EC2A 2RS
	 
	 	Phone: +44 (0) 20 3116 3000
	 
	 	Fax: +44 (0) 20 3116 3999
	 
	 	DX1066 City / DX18 London
	 	 	 
	
	 	reedsmith.com






 









 





			
	 	 	 
	AGREEMENT dated
	 	2010





BETWEEN:





	(1)	 	GILES ELLIOTT of Barelands Farm, Bells Yew Green, Tunbridge Wells, Kent TN3 9BD in his
capacity as Sellers’ Representative under clause 13 of the SPA (as defined below) (“Sellers’
Representative”);
	 
	(2)	 	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;
	 
	(3)	 	FXCM Holdings, LLC, a limited liability company formed in the State of Delaware, USA
(the “Buyer” or “Holdings”); and
	 
	(4)	 	FXCM Inc a Delaware Corporation (the “Corporation”)





RECITALS





	(A)	 	The Buyer acquired the entire issued share capital of ODL Group Limited pursuant to a Share
Purchase Agreement between (1) Blue FX Holdings Corporation and Cowley Corporation, (2)
Gardenparty Limited, (3) The ODL Management Sellers, (4) The Adhering ODL Sellers and (5) the
Buyer dated 1 May 2010 as subsequently amended by a closing agreement dated 1 October 2010 and
deed of assignment dated 1 October 2010 (collectively the “SPA”).
	 
	(B)	 	The parties wish to record amend certain other terms of the SPA on the terms and conditions
of this Agreement and to record agreement in relation to the Exchange Agreement (as further
defined herein).
	 
	1	 	INTERPRETATION AND SCOPE
	 
	1.1	 	Unless otherwise defined herein words and expressions used in this Agreement shall be
interpreted in accordance with Schedule 6 or Schedule 14 (as the case may be) to the SPA.
	 
	1.2	 	Clauses 14, 15, 16, 21, 22, 24, 25, 26, 27, 28, 29 and 30 of the SPA shall apply to this
Agreement mutatis mutandis as if set out in full herein.
	 
	1.3	 	The headings in this Agreement are for convenience only and shall not affect its
interpretation.
	 
	1.4	 	Except to the extent amended in this Agreement the SPA shall remain in full force and effect
and all rights and remedies are reserved, by the Buyer under the SPA except as expressly set
out in this Agreement.
	 
	2	 	EARN OUT
	 
	2.1	 	The Buyer Consideration Share shall be 5.25 per cent. of all the membership interests in the
Buyer as more fully described in the Third Amended and Re-stated Limited Liability Company
Agreement in respect of the Buyer to be entered into on or around the date of the initial
public offering of the Corporation (the “Third Amended LLC Agreement”) and shall, to the
extent not already issued, be issued to the C-Corp Sellers in the proportions set opposite




 









 






	 	 	their respective names in part 2 of Schedule 1 to the SPA and with effect from 1st
October 2010. In the event that the Third Amended LLC Agreement does not come into effect or
Section 9.15 of the Third Amended LLC Agreement is deemed to apply then the Second Amended LLC
Agreement (as such term is defined in the Third Amended LLC Agreement) shall notwithstanding
any provision to the contrary be amended and restated such that the New Members shall have an
effective sharing ratio equal to 5.25 per cent and the provisions reserving the Undistributed
Pre-Transaction Amount for the benefit of the Prior Members be removed.






	2.2	 	The issue of the Buyer Consideration Share as described above shall be in full and final
settlement of all obligations of the Buyer to the C-Corp Sellers under clause 4.3 and Schedule
7 of the SPA.
	 
	2.3	 	The amount by which the Buyer Consideration Share is increased pursuant to this Agreement
shall be treated as an adjustment to the consideration received by the C-Corp Sellers in the
share purchase for U.S. federal income tax purposes, and the Capital Account (as defined in
the LLC Agreement) of each C-Corp Seller shall be increased by an amount equal to 50% of the
initial Capital Account balance of such C-Corp Seller immediately following the Completion
under the SPA (i.e. so that the aggregate Capital Account balances of the C-Corp Sellers will
be equal to 5.25% of the Capital Account balances of all of the members of the Buyer as of
immediately following Completion).
	 
	3	 	EBT
	 
	3.1	 	Subject to clause 3.3, in the event that the Company receives cash payments from time to time
in repayment of the Trustee Facility Agreement the Buyer shall apply an amount equal to the
sums received (less any Tax, including any such Tax as is referred to clause 3.1(e) of the Tax
Deed, and less any costs of collection) (“Net EBT Collections”) as follows:






	 	(a)	 	if the cash payments are received by the Company in free and cleared funds
prior to or on the Claims Expiry Date the Net EBT Collections shall be allocated to
the Contingency Fund and shall be governed by the terms of Schedule 6 to the SPA and
the Buyer shall waive its right to payment in respect of any Tax referred to in
clause 3.1(e) of the Tax Deed as is equal to the amount not allocated to the
Contingency Fund by virtue of the deductions in determining the Net EBT Collections
PROVIDED THAT such Tax will be treated as having been paid to the Buyer by the
Sellers under clause 3 of the Tax Deed for the purposes of clause 8 of the Tax Deed);
	 
	 	(b)	 	if the cash payments are received in free and cleared funds by the Company
after the Claims Expiry Date then:






	 	(i)	 	if there are any actual or contingent liabilities of the
Buyer or any Group Company in connection with the EBT Plan which have not
otherwise been collateralised or secured pursuant to paragraph 34 of
Schedule 6 to the SPA the Net EBT Collections shall be used to satisfy or
collateralise or secure such liabilities in accordance with paragraph 34 of
Schedule 6 to the SPA; and




 









 






	 	(ii)	 	if not, or if there is any excess after the satisfaction,
collateralisation or security described at paragraph 3.1(b)(i), the Buyer
shall promptly pay the Net EBT Collections (or the excess of them) to the
Sellers’ Solicitors US$ Bank Account






	 	 	PROVIDED THAT if in the Buyer’s reasonable opinion any such cash payment received by the
Company may be rescinded, avoided, reduced, redirected, challenged or invalidated whether
in respect of the bankruptcy of any beneficiary (past or present) of the EBT or
otherwise, the Buyer shall not be obliged to make such payment. In such circumstances the
Buyer shall promptly notify the Seller’s Representative that it is withholding payment
and take into account any representations made by the Seller’s Representative as to
whether it is reasonable to continue to withhold payment.
	 
	3.2	 	The C-Corp Sellers undertake to fully indemnify, keep indemnified and hold harmless on demand
the Buyer and each Group Company against all Losses which are suffered or incurred by them and
which arise out of or in connection with the payment of any Net EBT Collections pursuant to
clause 3.1 above which are subsequently rescinded, avoided, reduced, redirected, challenged or
invalidated whether in respect of the bankruptcy of any beneficiary (past or present) of the
EBT or otherwise.
	 
	3.3	 	The Buyer’s obligations under clause 3.1 above, including in respect of any cash payments
withheld by the Buyer pursuant to the proviso thereto, shall cease absolutely at 5.00pm UK
time on the date upon which the C-Corp Sellers are liquidated or dissolved, and thereafter any
cash payments from time to time received in repayment of the Trustee Facility Agreement shall
be for the sole account of the Company.
	 
	4	 	FOREBEARANCE
	 
	4.1	 	The Buyer shall use all reasonable endeavours to procure that the Company shall not make
demand on the EBT Trustee for repayment under the Trustee Facility Agreement until the date
upon which either of the C-Corp Sellers have converted, or could have converted, their
interest in the Buyer into shares in the Corporation and such shares are or would have been if
the C-Corp Sellers converted such shares the subject to a registration statement with the
Securities and Exchange Commission enabling such shares to be freely sold by the C-Corp
Sellers PROVIDED THAT this clause 4.1 shall not be breached in the event that Company makes
demand on the EBT Trustee for repayment under the Trustee Facility Agreement in an amount up
to the cash amount held by the EBT Trustee from time to time.
	 
	5	 	CORRECTION
	 
	5.1	 	Clause 9.5 of the SPA shall be shall be replaced in its entirety with the following:
	 
	 	 	“9.5 In the event of a rebate or repayment by HMRC of the S419 Payment which is received
by the Group in whole or in part (a “S419 Rebate”) after the Claims Expiry Date and
provided that there are no actual or contingent liabilities of the Buyer or any Group
Company in connection with the EBT Plan which have not otherwise been collateralised or
secured pursuant to paragraph 34 of Schedule 6 then the Buyer shall promptly issue Buyer
Loan Notes in an amount equal to such S419 Rebate to the C-Corp Sellers in the proportion
set opposite their respective names on Part 2 of Schedule 1 on the basis that the “Final




 









 






	 	 	Maturity Date” in respect of such Buyer Loan Notes shall be three months after the date
of issue of such notes.”






	6	 	IMPACT OF CREATION OF AMENDED LLC AGREEMENT ON FXCM LIQUIDITY EVENT AND REMOVAL OF CLAWBACK
RIGHT
	 
	6.1	 	Paragraph 20 of Schedule 6 of the SPA shall be shall be replaced in its entirety with the
following:




“COLLATERAL — FXCM LIQUIDITY EVENT AND REPLACEMENT COLLATERAL





	20.	 	If a FXCM Liquidity Event occurs:






	 	(a)	 	first, if the ODL Sellers receive cash then any outstanding Settlement
Amounts shall, to the extent of the cash received, be satisfied through a corresponding
and immediate cash payment by the ODL Sellers to the Buyer;
	 
	 	(b)	 	secondly, if and to the extent that the ODL Sellers receive cash which
is surplus to the amount required to discharge outstanding Settlement Amounts,
(“Surplus FXCM Liquidity Cash”) then the ODL Sellers shall immediately pay into an
Escrow Account, either:






	 	(i)	 	an amount equal to 100% of Surplus FXCM Liquidity Cash, if the
FXCM Liquidity Event occurs prior to the Claims Expiry Date; or,
	 
	 	(ii)	 	if the FXCM Liquidity Event occurs on or after the Claims
Expiry Date, the sum total of all Outstanding Claims,






	 	(c)	 	thirdly, if and to the extent that the ODL Sellers receive any non cash
consideration (including without limitation any shares of any capital stock or other
securities in any Corporation) or enter into the Third Amended LLC Agreement then the
ODL Sellers shall simultaneously with the FXCM Liquidity Event execute and deliver at
the Buyer’s election:






	 	(i)	 	a security agreement (or in the case of any such stock or other
securities, a pledge agreement, in which case the ODL Sellers shall also
deliver to Buyer or the Corporation, as applicable, any certificates for any
such stock or other securities duly endorsed or accompanied by stock powers or
other instruments of transfer) creating a first priority perfected security
interest in favour of the Buyer or its nominee as security for their
obligations under this Agreement and comprise 100% of such non cash
consideration including their interests under the Third Amended LLC Agreement
(the “Security”), or




 









 






	 	(ii)	 	an option or right to acquire up to 100% of such non cash
consideration including their interests under the Third Amended LLC Agreement
(the “Option”) on terms equivalent to those set out at paragraph 18 in respect
of forfeiture of Buyer Consideration Share; or
	 
	 	(iii)	 	both Security and Option






	 	 	 	in each case providing customary terms and conditions and otherwise being in form
and substance satisfactory to the Buyer.
	 
	 	 	 	The circumstances in which the Buyer would have been entitled to serve a Forfeiture
Notice under paragraph 18 shall entitle the Buyer (or any Corporation, as
applicable) to enforce all rights and remedies (in whole or in part) in respect of
any Security or Option or otherwise available at law or equity and in calculating
the Equity Value the provisions of paragraphs 21 to 30 shall apply mutatis mutandis
save that Buyer Consideration Share shall be deemed a reference to Security or
Option.
	 
	 	 	 	Each ODL Seller shall execute and deliver to the Buyer or any Corporation, as
applicable, concurrently with its execution and delivery of any such security
agreement, pledge agreement or option and at any time thereafter at the reasonable
request of the Buyer or any Corporation, as applicable, all financing statements,
continuation financing statements, security agreements, pledges, assignments,
affidavits, reports, notices, letters of authority, and all other documents that the
Buyer or any Corporation, as applicable, may reasonably request, in form and
substance satisfactory to the Buyer or any Corporation, as applicable, to perfect
and maintain perfected the Buyer’s or the Corporation’s continuing security
interests in such non-cash collateral (and/or stock or other securities) and or
option and in order to fully consummate all of the transactions contemplated under
this sub-paragraph 20(c), and each ODL Seller hereby authorises the Buyer, or the
Corporation, as applicable, to file and/or record such financing statements and
other documents as the Buyer or the Corporation, as applicable, deems necessary to
perfect and maintain its continuing security interest and or option therein.






	7	 	CLARIFICATION ON THE RELEASE OF COLLATERAL
	 
	7.1	 	Paragraph 34 of Schedule 6 of the SPA shall be shall be replaced in its entirety with the
following:




“RELEASE OF CONTINGENCY FUND AND OTHER COLLATERAL





	34.	 	Subject to any holdback as collateral for Outstanding Claims pursuant to paragraph 35, on the
Claims Expiry Date the Buyer shall as soon as practicable and in any event within five
Business Days, pay by telegraphic transfer to the Sellers’ Solicitors’ US$ Bank Account the
entire amount standing to the credit of the Contingency Fund (including any amounts due in




 









 






	 	 	relation to the Buyer Loan Notes) and after all deductions pursuant to the Waterfall Payment
Mechanism, PROVIDED THAT in the event that:






	 	(a)	 	any Member of the Buyer Group or any Group Company has any liability
(contingent or actual) for Tax in connection with the EBT Plan; or
	 
	 	(b)	 	the Trustee Facility Agreement has not been repaid or waived and has not
otherwise been transferred in accordance with Clause 






	 	 	the Set Aside shall be revised to US $2,400,000 (or in the event that either party considers
such amount to be insufficient or excessive, such amount as is calculated to provide
collateral equal to 150% of the potential liability of the C-Corp Sellers under the Tax Deed
in respect of the EBT Plan and associated liabilities as determined by the Buyer’s auditor
from time to time acting as expert and not as arbitrator) as collateral for all Claims under
(i) the Tax Deed in connection with the EBT Plan and associated liabilities or (ii) this
Agreement until such time as the same are satisfied in full to the Buyer’s satisfaction. Any
such Claim shall be treated under the terms of the Waterfall Payment Mechanism.
	 
	 	 	Subject to the form of the collateral for (i) Outstanding Claims pursuant to paragraph 35,
and (ii) the revised Set Aside pursuant to paragraph 34, being held in the Escrow Account in
cash, the Buyer on the Claims Expiry Date (and on any subsequent date when this condition is
satisfied) shall release and re-assign to the C-Corp Sellers any Security or Options it
holds pursuant to sub-paragraph 20(c).
	 
	 	 	If and to the extent not otherwise used to settle Claims under (i) the Tax Deed in
connection with the EBT Plan and associated liabilities, or (ii) this Agreement, and
provided that there are no outstanding Claims, the Buyer shall on 1st August 2013
or such earlier date as agreed, transfer by telegraphic transfer the balance (if any) of the
revised Set Aside established pursuant to paragraph 34 to the Sellers’ Solicitor’s US$ Bank
Account.
	 
	 	 	In the event that there is a negative balance in the Contingency Fund as at the Claims
Expiry Date, the balance shall be treated as an Outstanding Claim.
	 
	8	 	EXCHANGE AGREEMENT
	 
	8.1	 	Reference is made to the Exchange Agreement (the “Exchange Agreement”), to be dated on or
about the date of the initial public offering of the Corporation, and between (1) the
Corporation, (2) Holdings and (3) the holders of Holdings Units (as defined in the Exchange
Agreement). All capitalized terms used but not defined in this clause 8 shall have the
meanings ascribed to them in the Exchange Agreement.
	 
	8.2	 	Pursuant to the Exchange Agreement, Blue FX Holdings Corp., a Delaware corporation (“Blue”),
and Cowley Corp., a Delaware corporation (“Cowley”) (together with Blue, the “B/C Holders” and
each a “B/C Holder”) are entitled to surrender their Holdings Units in exchange for shares of
Class A Common Stock, at such time and pursuant to such terms as set forth in the Exchange
Agreement. 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 that, notwithstanding anything to the contrary set forth in
the Exchange Agreement, each B/C Holder may elect to




 









 






	 	 	effect an Exchange otherwise permitted
thereunder in the manner specified in this clause 8 (such exchange, a “B/C Exchange”).






	8.3	 	A B/C Holder may exercise its right to effect a B/C Exchange by delivering to the Corporation
a written election of exchange in respect of the Holdings Units to be exchanged substantially
in the form set out below and otherwise in accordance with Section 2.1(b) of the Exchange
Agreement. The provisions of the Exchange Agreement shall continue to apply except to the
extent any such provisions are inconsistent with any provision of this clause 8. Not in
limitation of the foregoing, (i) the obligations of Holdings set forth in Section 2.1(b) of
the Exchange Agreement shall instead be the obligations of the Corporation with respect to any
B/C Exchange, and (ii) Section 2.1(c) of the Exchange Agreement shall be applied with respect
to any B/C Exchange to require that any transfer taxes, stamp taxes or duties or other similar
taxes in connection with, or arising by reason of, any B/C Exchange shall be borne by the B/C
Holder to the extent that such taxes, if any, would be treated as “other property or money”
within the meaning of Section 356(a) of the Code if borne by the Corporation.
	 
	8.4	 	Upon making an election to effect a B/C Exchange, the electing B/C Holder shall adopt a plan
of reorganization within the meaning of Section 368(a)(2)(g)(i) of the Code and, upon
receiving shares of Class A Common Stock pursuant to the B/C Exchange, the B/C Holder shall
liquidate and distribute the Class A Common Stock it received, as well as its other
properties, in pursuance of such plan of reorganization.
	 
	8.5	 	The parties hereby agree that, in the event of any conflict between the provisions of the LLC
Agreement and/or the Exchange Agreement, on the one hand, and the provisions of this clause 8,
on the other hand, the provisions of this clause 8 shall control.
	 
	8.6	 	Notwithstanding any provision in the Exchange Agreement (including, without limitation,
Section 4.10 thereof) the parties hereby agree to treat any B/C Exchange as a tax-free
reorganization qualifying under Section 368(a)(1)(C) of the Code and to not take any action or
position that would be inconsistent with such qualification or fail to take any action or
position required for such treatment, unless such treatment is not permitted as a result of a
change in applicable tax law.





FORM OF

ELECTION OF EXCHANGE




FXCM Inc.

32 Old Slip

New York, New York 10005

Attention: Chief Financial Officer




     Reference is hereby made to the agreement, dated as of _______ (the “Agreement”), among, inter
alia, Blue FX Holdings Corp., a Delaware corporation, Cowley Corp., a Delaware corporation and FXCM
Inc., a Delaware corporation, and FXCM Holdings, LLC, a Delaware limited liability company.
Capitalized terms used but not defined herein shall have the meanings given to them in the
Agreement or the Exchange Agreement, as applicable.



 









 





     The undersigned B/C Holder hereby transfers to the Corporation 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 Agreement.



     Legal Name of B/C Holder:                                                       
                          



     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 and to perform the undersigned’s obligations
hereunder; (ii) this Election 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 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 is required to be obtained by the undersigned for the transfer of such
Holdings Units to the Corporation.



     The undersigned hereby further represents and warrants that (i) the undersigned is classified
as a corporation for U.S. federal income tax purposes, and (ii) the Holdings Units for which this
Election is being made represent substantially all of the undersigned’s properties as of the date
hereof within the meaning of Section 368(a)(1)(C) of the Code.



     The undersigned hereby irrevocably constitutes and appoints any officer of the Corporation 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 the Holdings Units subject to this Election 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 to be
executed and delivered by the undersigned or by its duly authorized attorney.



Name:




Dated:




 









 





	 	 	 	 	 	 	 	 	 

	Executed and delivered as a deed by	 	)	 	 	 	 
	GILES ELLIOTT in the capacity as	 	 	 	/s/ Giles Elliott	 	 
	Sellers’ Representative	 	)	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Giles Elliott	 	 
	in the presence of:
	 	 	 	 	 	11/8/2010	 	 
	 
	 	 	 	 	 	 	 	 
	Witness Signature:
	 	/s/ Lorenzo Naldini	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Witness Name:
	 	Lorenzo Naldini	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Address:
	 	10 Lower Thames Street	 	 	 	 	 	 
	 
	 	London EC 3R GAD	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Executed and delivered as a deed	 	)	 	/s/ Giles Elliott	 	 
	by BLUE FX HOLDINGS CORPORATION	 	)	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	a company incorporated in Delaware	 	 	 	Name: Giles Elliott	 	 
	acting by an authorised signatory who in	 	 	 	Title: Sellers’ Representative, 11/8/2010	 	 
	accordance with the laws of that territory	 	 	 	 	 	 
	is acting under the authority of that company	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Executed and delivered as a deed	 	)	 	/s/ Giles Elliott	 	 
	by COWLEY CORPORATION	 	)	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	a company incorporated in Delaware	 	 	 	Name: Giles Elliot	 	 
	acting by an authorised signatory who in	 	 	 	Title: Sellers’ Representative, 11/8/2010	 	 
	accordance with the laws of that territory	 	 	 	 	 	 
	is acting under the authority of that company	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Executed and delivered as a deed	 	)	 	 	 	 
	by FXCM HOLDINGS, LLC	 	)	 	/s/ Dror Niv	 	 
	 
	 	 	 	 	 	 	 	 
	a company incorporated in Delaware	 	 	 	Name: Dror Niv	 	 
	acting by an authorised signatory who in	 	 	 	Title: Chief Executive Officer, 11/10/2010	 	 
	accordance with the laws of that territory	 	 	 	 	 	 
	is acting under the authority of that company	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Executed and delivered as a deed	 	)	 	 	 	 
	by FXCM INC.,	 	)	 	/s/ Dror Niv 	 	 
	 
	 	 	 	 	 	 	 	 
	a company incorporated in Delaware	 	 	 	Name: Dror Niv	 	 
	acting by an authorised signatory who in	 	 	 	Title: Chief Executive Officer, 11/10/2010	 	 
	accordance with the laws of that territory	 	 	 	 	 	 
	is acting under the authority of that company