Preview | Exchange Agreement |

TABLE OF CONTENTS

		Page
ARTICLE I	DEFINITIONS	1
SECTION 1.1.	Definitions	1
SECTION 1.2.	General	4
SECTION 1.3.	References to Time	5
ARTICLE II	REPRESENTATION AND WARRANTIES	5
SECTION 2.1.	Representations and Warranties of IBG LLC Members	5
SECTION 2.2.	Representations and Warranties of IBG LLC, IBGI and IBG Holdings	6
ARTICLE III	CONTRIBUTION AND INITIAL PURCHASE	6
SECTION 3.1.	Contribution	6
SECTION 3.2.	Initial Purchase	6
SECTION 3.3.	Effect of Contribution and Initial Purchase	7
SECTION 3.4.	Class B Common Stock	7
ARTICLE IV	PURCHASES AND REDEMPTIONS	7
SECTION 4.1.	Elective Redemptions	7
SECTION 4.2.	Mandatory Redemptions	8
SECTION 4.3.	Purchases and Redemptions Generally	9
SECTION 4.4.	IBG Holdings Shares	10
ARTICLE V	RELATIONSHIP AMONG THE PARTIES	10
SECTION 5.1.	Parity of IBG Holdings Shares and Shares of Common Stock	10
SECTION 5.2.	IBG LLC Further Assurances	10
ARTICLE VI	MISCELLANEOUS	11
SECTION 6.1.	Entire Agreement	11
SECTION 6.2.	Expenses	11
SECTION 6.3.	Notices	11
SECTION 6.4.	Amendment, Modification or Waiver	12
SECTION 6.5.	Successors and Assigns; No Third Party Beneficiaries	12
SECTION 6.6.	Counterparts	12
SECTION 6.7.	Negotiation	12
SECTION 6.8.	Specific Performance	13
SECTION 6.9.	Governing Law	13
SECTION 6.10.	Jurisdiction	13
SECTION 6.11.	Interpretation	13
SECTION 6.12.	Severability	13

EXCHANGE AGREEMENT

This EXCHANGE AGREEMENT (this Agreement), dated as of May [ ], 2007, by and among Interactive Brokers Group, Inc., a Delaware corporation (IBGI), IBG Holdings LLC, a Delaware limited liability company (IBG Holdings), IBG LLC, a Connecticut limited liability company (formerly known as Interactive Brokers Group LLC, IBG LLC), and the members of IBG LLC party hereto (the IBG LLC Members, and together with IBGI, IBG Holdings and IBG LLC, the Parties and each a Party).

RECITALS

WHEREAS, IBGI intends to consummate an initial public offering (the IPO) of shares of its Class A common stock, par value $0.01 per share (the Common Stock);

WHEREAS, in connection with the IPO, the IBG LLC Members desire to contribute their membership interests in IBG LLC to IBG Holdings in exchange for IBG Holdings membership interests pursuant to the terms of this Agreement;

WHEREAS, in connection with the IPO, IBG Holdings desires to sell certain of its membership interests in IBG LLC to IBGI upon consummation of the IPO for an aggregate consideration consisting of: (a) the net proceeds from the IPO, and (b) an amount equal to certain tax benefits to be realized by IBGI over time, in accordance with the Tax Receivable Agreement (as defined below);

WHEREAS, IBGI believes that it is in its best interest to increase its ownership of membership interests of IBG LLC over time and agrees to purchase from IBG Holdings from time to time using the proceeds of periodic offerings of shares of Common Stock, and IBG Holdings agrees to sell to IBGI, membership interests in IBG LLC, commencing one year after consummation of the IPO; and

End of Preview

Home Intelligence Services Subscriptions News About Us