STANDARD OFFICE LEASEOffice Lease • December 11th, 2012 • Liquid Holdings Group LLC • Services-prepackaged software • New York
in the Borough of Manhattan, City of New York, for the term of approximately six years two months (or until such term shall sooner cease and expire as hereinafter provided) to commence on the date (the “Commencement Date”) on which a copy of this Lease signed by Owner and Tenant is delivered to Tenant or Tenant’s attorney and to end on September 30, 2018, both dates inclusive, at the annual rental rate set forth in the attached rent schedule; subject to increases for electricity and adjustments as provided in rider with even date herewith.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 11th, 2012 • Liquid Holdings Group LLC • Services-prepackaged software • New York
This Executive Employment Agreement (this “Agreement”) is made as of the 6th day of December, 2012 by and between Liquid Holdings Group, LLC, a Delaware limited liability company (“Holdings” or the “Employer”), and Brian Storms (the “Executive”). Holdings, any direct or indirect wholly-owned subsidiary of Holdings, and any other affiliate company of the foregoing are sometimes referred to herein individually as a “Liquid Company” and collectively as the “Liquid Company Group”.
CONTRIBUTION AGREEMENT BY AND AMONG TRAGARA ALPHA PARTNERS LLC AND LIQUID HOLDINGS GROUP, LLC APRIL 27, 2012Contribution Agreement • December 11th, 2012 • Liquid Holdings Group LLC • Services-prepackaged software • New York
THIS CONTRIBUTION AGREEMENT (this “Agreement”), is entered into as of this 27th day of April, 2012, by and among Liquid Holdings Group, LLC. a Delaware limited liability company (the “Company”), and Tragara Alpha Partners LLC, a New York limited liability company (“Contributor”). Company and Contributor are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • December 11th, 2012 • Liquid Holdings Group LLC • Services-prepackaged software • New York
THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is entered into as of this 27 day of August, 2012, by and among Liquid Holdings Group, LLC, a Delaware limited liability company (“Liquid Holdings”), Green Mountain Analytics, LLC, a Delaware limited liability company (the “Company”), and the undersigned members of the Company (each, a “Member” and collectively, the “Members”). Liquid Holdings, the Company and the Members are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
STOCK PURCHASE AGREEMENT by and among LIQUID PRIME HOLDINGS LLC and EDWARD DAVIS With respect to the capital stock of TACONIC CAPITAL GROUP INC. Dated as of October 27, 2011Stock Purchase Agreement • December 11th, 2012 • Liquid Holdings Group LLC • Services-prepackaged software • New York
This Stock Purchase Agreement (this “Agreement”), is made and entered into as of October 27, 2011, by and among Liquid Prime Holdings LLC (“Purchaser”) and Edward Davis (“Seller”), as may be referred to jointly and collectively herein as the “Parties”.
SHARE PURCHASE AGREEMENT FOR THE SALE AND PURCHASE OF ALL THE SHARES IN FUNDSOLVE LIMITED JFW/JEB/JB/505706.00001Share Purchase Agreement • December 11th, 2012 • Liquid Holdings Group LLC • Services-prepackaged software • Kent
CONTRIBUTION AGREEMENTContribution Agreement • December 11th, 2012 • Liquid Holdings Group LLC • Services-prepackaged software • New York
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of the 24 day of April, 2012 by and between Richard Schaeffer (“Assignor”), SHAF Holdings, LLC, a New York limited liability company (“SHAF Holdings”) and Liquid Holdings Group, LLC, a Delaware limited liability company (“Assignee”).
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • December 11th, 2012 • Liquid Holdings Group LLC • Services-prepackaged software • New York
THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is entered into as of the 30th day of September, 2012, by and among Liquid Holdings Group, LLC, a Delaware limited liability company (“Liquid Holdings”), LTI, LLC, a Delaware limited liability company (the “Company”), and the undersigned members of the Company (each, a “Member” and collectively, the “Members”). Liquid Holdings, the Company and the Members are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
CONTRIBUTION AGREEMENTContribution Agreement • December 11th, 2012 • Liquid Holdings Group LLC • Services-prepackaged software • New York
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of the 24 day of April, 2012 by and between Brian Ferdinand (“Assignor”), Ferdinand Holdings, LLC, a Delaware limited liability company (“Ferdinand Holdings”) and Liquid Holdings Group, LLC, a Delaware limited liability company (“Assignee”).
CONTRIBUTION AGREEMENTContribution Agreement • December 11th, 2012 • Liquid Holdings Group LLC • Services-prepackaged software • New York
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of the 24 day of April, 2012 by and among Liquid Trading Holdings LLC, a Delaware limited liability company (“Assignor”), CMK Keller Holdings, LLC, a Delaware limited liability company (“Keller Holdings”) and Liquid Holdings Group, LLC, a Delaware limited liability company (“Assignee”).
AMENDMENT NO. 1 TO THE TRAGARA ALPHA PARTNERS LLC CONTRIBUTION AGREEMENTContribution Agreement • December 11th, 2012 • Liquid Holdings Group LLC • Services-prepackaged software
Reference is hereby made to the Contribution Agreement (the “Contribution Agreement”) dated as of April 27, 2012, by and among Tragara Alpha Partners LLC, a New York limited liability company (the “Contributor”) and Liquid Holdings Group, LLC, a Delaware limited liability company (the “Company”). This Amendment No. 1 to the Contribution Agreement (“Amendment No. 1”), is made effective as of April 27, 2012 (the “Effective Date”), by Contributor and the Company pursuant to Section 7.09 of the Contribution Agreement.
OFFICE LEASE AGREEMENT FOR AVENTURA CORPORATE CENTER III — OFFICE BUILDING 20807 Biscayne Boulevard Aventura, FloridaOffice Lease Agreement • December 11th, 2012 • Liquid Holdings Group LLC • Services-prepackaged software • Florida
THIS LEASE AGREEMENT (the “Lease”), is dated for reference purposes as of September 5, 2012, between ACC/GP DEVELOPMENT LLC, a Florida limited liability company (“Landlord”), and the Tenant named in Item 1 of the Schedule (“Tenant”).
CONTRIBUTION AGREEMENTContribution Agreement • December 11th, 2012 • Liquid Holdings Group LLC • Services-prepackaged software • New York
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of the 24th day of April, 2012 by and among LT World Limited, a company incorporated under the laws of England and Wales (“Assignor”), Ferdinand Holdings, LLC, a Delaware limited liability company (“Ferdinand Holdings”) and Liquid Holdings Group, LLC, a Delaware limited liability company (“Assignee”).
TRANSFER AGREEMENTTransfer Agreement • December 11th, 2012 • Liquid Holdings Group LLC • Services-prepackaged software • New York
THIS TRANSFER AGREEMENT (this “Agreement”) is made and entered into as of the 11th day of May, 2012 by and between Liquid Trading Holdings Limited, a company incorporated under the laws of Guernsey (“Assignor”) and Liquid Holdings Group, LLC, a Delaware limited liability company (“Assignee”).
CONTRIBUTION AGREEMENTContribution Agreement • December 11th, 2012 • Liquid Holdings Group LLC • Services-prepackaged software • New York
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of the 24 day of April, 2012 by and between Brian Ferdinand (“Assignor”), Ferdinand Holdings, LLC, a Delaware limited liability company (“Ferdinand Holdings”) and Liquid Holdings Group, LLC, a Delaware limited liability company (“Assignee”).
MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND BETWEEN LIQUID TRADING HOLDINGS LIMITED AND JOSEPH GAMBERALE, EDWARD FEIGELES, D&L PARTNERS, L.P., DOUGLAS J. VON ALLMEN AND JOHN ALLEN Dated December 30, 2011Membership Interest Purchase Agreement • December 11th, 2012 • Liquid Holdings Group LLC • Services-prepackaged software • New York
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of this 30th day of December, 2011, by and among Liquid Trading Holdings Limited, a company incorporated under the laws of Guernsey (“Buyer”), Joseph Gamberale (“Gamberale”), D&L Partners, L.P. (“D&L Partners”), Edward Feigeles (“Feigeles”), John Allen (“Allen” and together with Gamberale, D&L Partners and Feigeles, the “Members” each a “Member”) and Douglas J. Von Allmen (“Von Allmen” and together with the Members, the “Seller Parties” and each a “Seller Party”). Buyer and the Seller Parties are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
FIRST AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • December 11th, 2012 • Liquid Holdings Group LLC • Services-prepackaged software • New York
THIS FIRST AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of this 21 day of July, 2012, by and among Liquid Holdings Group, LLC (as assignee of Liquid Trading Holdings Limited), a Delaware limited liability company (“Buyer”), Joseph Gamberale (“Gamberale”), the Douglas J. Von Allmen Trust dated April 25, 1989 (as assignee of D&L Partners, L.P.) (the “Von Allmen Trust”), Edward Feigeles (“Feigeles”), John Allen (“Allen”) and Douglas J. Von Allmen (“Von Allmen” and together with Gamberale, the Von Allmen Trust, Feigeles and Allen, the “Seller Parties”). Buyer, Gamberale, the Von Allmen Trust, Feigeles, Allen and Von Allmen are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Agreement (as defined below).
ASSIGNMENTAssignment • December 11th, 2012 • Liquid Holdings Group LLC • Services-prepackaged software
This Assignment (this “Assignment”) is entered into as of July 30, 2012, by Ferdinand Trading, LLC, a Delaware limited liability company, Brian Ferdinand, Ferris Ventures, LLC an Arizona limited liability company and Robert Keller (each an “Assignor” and together, the “Assignors”), with and for the benefit of Liquid Holdings Group LLC, a Delaware limited liability company (“Assignee”).
LIQUID HOLDINGS GROUP, LLC SUBSCRIPTION AGREEMENTSubscription Agreement • December 11th, 2012 • Liquid Holdings Group LLC • Services-prepackaged software • New York
THIS SUBSCRIPTION AGREEMENT (the “Agreement”) is dated as of June 28, 2012, by and between Liquid Holdings Group, LLC, a Delaware limited liability company (the “Company”), and HA Investment III, L.L.C. (the “Subscriber”). The Company now desires to issue and sell to the Subscriber, and the Subscriber desires to purchase from the Company, a number of Non-dilutive Common Units of the Company (such units, the “Units”) equal to 7.14% of the aggregate issued and outstanding equity securities of the Company as of the date hereof, subject to adjustment as set forth in Section 2. Capitalized terms used, but not defined, herein shall have the meanings ascribed to such terms in the Limited Liability Company Agreement of the Company, dated as of April 24, 2012, as amended by that certain Amendment No. 1 thereto, dated as of May 24, 2012 (the “Operating Agreement”), a copy of which has been provided to the Subscriber and annexed hereto as Exhibit A.
CONTRIBUTION AGREEMENTContribution Agreement • December 11th, 2012 • Liquid Holdings Group LLC • Services-prepackaged software • New York
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of the 5th day of June, 2012 by and among Liquid Trading Holdings II LLC, a Delaware limited liability company (“Assignor”), Solomon Yakoby (“Yakoby”) and Liquid Holdings Group, LLC, a Delaware limited liability company (“Assignee”).
