Underwriting AgreementUnderwriting Agreement • February 7th, 2012 • FX Alliance Inc. • Security & commodity brokers, dealers, exchanges & services • New York
The stockholders named in Schedule II hereto (the “Selling Stockholders”) of FX Alliance Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated in this Underwriting Agreement (this “Agreement”), to, severally and not jointly, sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 5,200,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company. In addition, the Selling Stockholders, subject to the terms and conditions stated herein, propose, severally and not jointly, to sell, at the election of the Underwriters, up to an additional 780,000 shares of Common Stock of the Company.
CREDIT AGREEMENT Dated as of January 26, 2012 among FX ALLIANCE INC. as the Borrower, The Guarantors From Time to Time Party Hereto, BANK OF AMERICA, N.A., as Administrative Agent and Swing Line Lender and The Other Lenders Party Hereto MERRILL LYNCH...Credit Agreement • February 7th, 2012 • FX Alliance Inc. • Security & commodity brokers, dealers, exchanges & services • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of January 26, 2012, among FX ALLIANCE INC., a Delaware corporation (the “Borrower”), the Persons signatory hereto as guarantors, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and Swing Line Lender.
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 7th, 2012 • FX Alliance Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
This Indemnification Agreement (this “Agreement”), dated as of [ ], 2012, by and between FX Alliance Inc. (the “Company”) and [ ] (the “Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 7th, 2012 • FX Alliance Inc. • Security & commodity brokers, dealers, exchanges & services • New York
This Employment Agreement (this “Agreement”) is made as of the 15th day of July, 2010, by and between FX Alliance Inc., a Delaware corporation (or any successor thereto) (the “Company”), with offices at 900 Third Avenue, 3rd Floor, New York, N.Y. 10022, USA, and Philip Zev Weisberg residing at [ ] (“Executive”).
STOCK OPTION GRANT AGREEMENT (Non-Qualified Stock Options)Stock Option Grant Agreement • February 7th, 2012 • FX Alliance Inc. • Security & commodity brokers, dealers, exchanges & services • New York
WHEREAS, the Company has adopted and maintains the FX Alliance Inc. 2006 Stock Option Plan (the “Plan”) to promote the interests of the Company and its Affiliates and stockholders by providing the Company’s key employees and others with an appropriate incentive to encourage them to continue in the employ of and provide services for the Company or its Affiliates and to improve the growth and profitability of the Company;
FX ALLIANCE, LLC INVESTORS’ RIGHTS AGREEMENT August 1, 2006Investors’ Rights Agreement • October 28th, 2011 • FX Alliance Inc. • Security & commodity brokers, dealers, exchanges & services • New York
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of August 1, 2006, by and among FX Alliance, LLC, a Delaware limited liability company (the “Company”), the holders of Class A Preferred Units of the Company listed on Schedule A hereto (each of which is herein referred to individually as a “Preferred Holder” and are collectively referred to herein as the “Preferred Holders”), and the holders of the Common Units of the Company listed on Schedule A hereto.
STOCKHOLDER’S AGREEMENTStockholder Agreement • October 28th, 2011 • FX Alliance Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
This Stockholder’s Agreement (this “Agreement”) is made and entered into as of the date below by and among FX Alliance Inc., a Delaware corporation (the “Company”) and Gerald D. Putnam, Jr. (the “Common Holder”) in respect of Common Stock of the Company (“Common Stock”) the Common Holder has acquired, or may in the future acquire, including by purchase from the Company as the result of the exercise of options granted under the FX Alliance Inc. 2006 Stock Option Plan of the Company or otherwise. The Company and the Common Holder (individually referred to herein as a “party” and collectively referred to herein as the “parties”) hereby agree as follows:
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 20th, 2012 • FX Alliance Inc. • Security & commodity brokers, dealers, exchanges & services
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), dated as of August 16, 2012 (the “Effective Date”), is between FX Alliance, LLC (the “Company”) and James F.X. Sullivan (the “Executive”).
AMENDMENT TO EMPLOYMENT AGREEMENT AND STOCK OPTION GRANT AGREEMENTEmployment Agreement • February 7th, 2012 • FX Alliance Inc. • Security & commodity brokers, dealers, exchanges & services
THIS AMENDMENT TO EMPLOYMENT AGREEMENT AND STOCK OPTION GRANT AGREEMENT (this “Amendment”), is between FX Alliance Inc. (the “Company”) and Philip Zev Weisberg (the “Executive”), and shall become effective immediately prior to, and conditional upon, consummation of the initial public offering of shares of the Company’s Common Stock, par value $.0001 per share (the “Effective Date”),
STOCK OPTION GRANT AGREEMENT (Non-Qualified Stock Options)Stock Option Grant Agreement • February 7th, 2012 • FX Alliance Inc. • Security & commodity brokers, dealers, exchanges & services • New York
THIS AGREEMENT, made as of this 28th day of December 2010 between FX Alliance Inc. (the “Company”) and Philip Zev Weisberg (the “Participant”).
EQUITY HOLDERS’ AGREEMENTEquity Holders’ Agreement • October 28th, 2011 • FX Alliance Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
This Equity Holders’ Agreement (this “Agreement”) is made and entered into as of September 29 2006, by and among FX Alliance Inc., a Delaware corporation (the “Company”), the holders of Common Stock of the Company (the “Common Stock”) now or hereafter listed on Schedule A hereto (the “Common Holders”), and the holders of Series A Preferred Stock of the Company listed on Schedule B hereto (each of which is referred to herein as an “Investor” and collectively as the “Investors”). The Company, the Common Holders and the Investors are individually referred to herein as a “Party” and are collectively referred to herein as the “Parties.” The Company’s Board of Directors is referred to herein as the “Board.”
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 7th, 2012 • FX Alliance Inc. • Security & commodity brokers, dealers, exchanges & services
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), dated as of December 29, 2011 (the “Effective Date”), is between FX Alliance, LLC (the “Company”) and James F.X. Sullivan (the “Executive”).
AMENDMENT TO EMPLOYMENT AGREEMENT AND STOCK OPTION GRANT AGREEMENTEmployment Agreement and Stock Option Grant Agreement • February 7th, 2012 • FX Alliance Inc. • Security & commodity brokers, dealers, exchanges & services
THIS AMENDMENT TO EMPLOYMENT AGREEMENT AND STOCK OPTION GRANT AGREEMENT (this “Amendment”), is between FX Alliance Inc. (the “Company”) and John W. Cooley (the “Executive”), and shall become effective immediately prior to, and conditional upon, consummation of the initial public offering of shares of the Company’s Common Stock, par value $.0001 per share (the “Effective Date”),
JAMES F.X. SULLIVAN - EMPLOYMENT AGREEMENTEmployment Agreement • February 7th, 2012 • FX Alliance Inc. • Security & commodity brokers, dealers, exchanges & services • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the 14th day of March, 2001 between FX Alliance, LLC, a Delaware limited liability corporation (the “Company”), with offices at 15 Broad Street, New York, N.Y. 10260-0023, USA, and James F.X. Sullivan residing at [ ] (“Executive”).
