AMENDMENT AGREEMENT
Exhibit 10.5
AMENDMENT AGREEMENT
AMENDMENT AGREEMENT (this “Amendment”) dated as of May 30, 2013 between [—] (“Dealer”) and FXCM Inc. (“Counterparty”)
WITNESSETH
WHEREAS, Dealer and Counterparty have entered into an Issuer Warrant Transaction, dated as of May 28, 2013, with Reference Number [—] (the “Confirmation”); and
WHEREAS, Dealer and Counterparty wish to amend the Confirmation on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual agreements herein contained, Dealer and Counterparty hereby acknowledge and agree as follows:
1. Certain Definitions. Unless otherwise defined herein, capitalized terms used herein have the meanings specified in or determined pursuant to the Confirmation.
2. Amendments to the Confirmation.
(a) Components: Annex A to the Confirmation shall be deleted in its entirety and replaced with Annex A hereto;
(b) Premium: The number “[—]” referenced to the right of the term “Premium” in Section 2 of the Confirmation shall be deleted and replaced with the number “[—]”;
(c) Adjustments: The following provisions shall be inserted below “Method of Adjustment” and above “Extraordinary Events” in Section 2 of the Confirmation:
| “Extraordinary Dividend: | Any Dividend (i) that has an ex-dividend date occurring on or after the Trade Date and on or prior to the date on which Issuer satisfies all of its delivery obligations hereunder and (ii) the amount or value of which is greater than the Ordinary Dividend Amount for such Dividend, as determined by the Calculation Agent. | |
| Dividend: | Any dividend or distribution on the Shares (other than any dividend or distribution of the type described in Sections 11.2(e)(i), 11.2(e)(ii)(A) or 11.2(e)(ii)(B) of the Equity Definitions). | |
| Ordinary Dividend Amount: | USD 0.06 per regular quarterly dividend period of the Issuer.”; and | |
(d) Limitations on Settlement by Issuer: The number “[—]” in the third line of Section 8(e) of the Confirmation shall be deleted and replaced with the number “[—]”.
3. Except as specifically amended hereby, all of the terms and conditions of the Confirmation shall continue in full force and effect and shall be binding upon the parties in accordance with their respective terms.
4. Each of the parties hereby represents and warrants that:
| (a) | the representations and warranties made by it in the Confirmation are true and correct as of the date hereof as if made by the party on and as of such date; and |
| (b) | the execution, delivery and performance of this Amendment are within the party’s corporate power and have been duly authorized by all necessary corporate action, and this Amendment constitutes the legal, valid and binding obligation of the party in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and general equitable principles regardless of whether such enforceability is considered in a proceeding at law or in equity. |
5. This Amendment may be executed in several counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
6. This Amendment shall be subject to the waiver of trial by jury and submission to jurisdiction and governing law provisions of Section 8(q) and (u) of the Confirmation as if such provisions were set forth herein.
[THE REMAINDER OF THE PAGE HAS INTENTIONALLY BEEN LEFT BLANK]
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers or authorized representatives as of the date hereof.
| Yours faithfully, | ||
| [—] | ||
| By: |
| |
| Name: | ||
| Title: | ||
| Agreed and Accepted By: | ||
| FXCM INC. | ||
| By: |
| |
| Name: | ||
| Title: | ||
Annex A
For each Component of the Transaction, the Number of Warrants and Expiration Date is set forth below.
| Component Number | Expiration Date | Number of Warrants | ||
| [—] | [—] | [—] |
