PLEDGE AND COLLATERAL AGENCY AGREEMENT

Exhibit 10.2

PLEDGE AND COLLATERAL AGENCY AGREEMENT

made by

INTERACTIVE BROKERS GROUP LLC

and certain of its Subsidiaries

in favor of

JPMORGAN CHASE BANK, N.A., as
Collateral Agent

Dated as of May 19, 2006

TABLE OF CONTENTS

PLEDGE AND COLLATERAL AGENCY AGREEMENT

PLEDGE AND COLLATERAL AGENCY AGREEMENT, dated as of May 19, 2006, made by INTERACTIVE BROKERS GROUP LLC (the " Borrower ") and each of the other signatories hereto (together with any other entity that may become a party hereto as provided herein, the " Grantors "), in favor of JPMORGAN CHASE BANK, N.A., as Collateral Agent for the Secured Parties (as hereinafter defined) (in such capacity, the " Collateral Agent "), and JPMORGAN CHASE BANK, N.A., as Bank Agent (as hereunder defined).

W   I   T   N   E   S   S   E   T   H :

WHEREAS, pursuant to the Credit Agreement (as hereinafter defined) the Lenders (as hereinafter defined) have severally agreed to make extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein;

WHEREAS, the Borrower is a member of an affiliated group of companies that includes each other Grantor;

WHEREAS, the proceeds of the extensions of credit under the Credit Agreement will be used in part to enable the Borrower to make valuable transfers to one or more of the other Grantors in connection with the operation of their respective businesses;

WHEREAS, the Borrower and the other Grantors are engaged in related businesses, and each Grantor will derive substantial direct and indirect benefit from the making of the extensions of credit under the Credit Agreement;

WHEREAS, pursuant to the Offering Memorandum (as hereinafter defined), the Borrower will from time to time issue senior notes (the " IBG Notes "); and

WHEREAS, it is a condition precedent to the obligation of the Lenders to make their respective extensions of credit to the Borrower under the Credit Agreement that the Grantors shall have executed and delivered this Agreement to the Collateral Agent (as hereinafter defined) for the ratable benefit of the Secured Parties;

NOW, THEREFORE, in consideration of the premises and to induce the Collateral Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrower thereunder, each Grantor hereby agrees with the Collateral Agent, for the ratable benefit of the Secured Parties, as follows:

SECTION 1. DEFINED TERMS

1.1.       Definitions . (a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement and the following terms are used herein as defined in the Code (as hereinafter defined): Certificated Security, Chattel Paper and Instruments.

(b)        The following terms shall have the following meanings:

• " Agreement ": this Pledge and Collateral Agency Agreement, as the same may be amended, supplemented or otherwise modified from time to time.

• " Bank Agent ": JPMorgan Chase Bank, N.A., a New York banking corporation, in its capacity as administrative agent under the Credit Agreement.

   

  " Bank Collateral ": the collateral pledged pursuant to the Guarantee and Collateral Agreement.

   

  " Borrower Obligations ": the collective reference to the unpaid principal of and interest on the Loans and all other obligations and liabilities of the Borrower (including, without limitation, interest accruing at the then applicable rate provided in the Credit Agreement after the maturity of the Loans and interest accruing at the then applicable rate provided in the Credit Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) to the Bank Agent or any Lender (or, in the case of any Specified Swap Agreement, any Affiliate of any Lender), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under the Credit Agreement, this Agreement, the other Loan Documents, any Specified Swap Agreement or any other document made, delivered or given in connection with any of the foregoing, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Bank Agent or to the Lenders that are required to be paid by the Borrower pursuant to the terms of any of the foregoing agreements).

   

  " Capital Stock ": any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing, except for debt securities convertible or exchangeable into such capital stock.

   

  " Code ": the Uniform Commercial Code as from time to time in effect in the State of New York.

   

  " Collateral ": as defined in Section 2.

   

  " Collateral Account ": any collateral account established by the Collateral Agent as provided in Section 5.2 or 5.3.

   

  " Collateral Agent ": JPMorgan Chase Bank, N.A., a New York banking corporation, in its capacity as collateral agent hereunder.

   

  " Credit Agreement ": the Credit Agreement dated as of May 19, 2006, among the Borrower, the Lenders, Harris, N.A., as syndication agent, Citibank, N.A. and HSBC Bank USA, National Association, as co-syndication agents, and the Bank Agent, as the same may be amended, supplemented or otherwise modified from time to time.

   

  " Event of Default ": either an Event of Default (as defined in the Credit Agreement) or an Event of Default (as defined in any IBG Note).

   

  " Foreign Subsidiary ": any Subsidiary organized under the laws of any jurisdiction outside the United States of America.

   

  " Foreign Subsidiary Voting Stock ": the voting Capital Stock of any Foreign Subsidiary.

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• " IBG Note Holders ": the holders from time to time of the IBG Notes.

   

  " IBG Note Obligations ": the collective reference to the unpaid principal of and interest on the IBG Notes and all other obligations and liabilities of the Borrower to the IBG Note Holders under the IBG Notes, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, that may arise under the IBG Notes, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the IBG Note Holders that are required to be paid by the Borrower pursuant to the terms of the IBG Notes or this Agreement.

   

  " Issuers ": the collective reference to each issuer of Pledged Stock that is a Wholly Owned Subsidiary that is a Material Subsidiary.

   

  " Lenders ": the holders from time to time of Borrower Obligations.

   

  " Obligations ": the collective reference to the Borrower Obligations and the IBG Note Obligations.

   

  " Offering Memorandum ": the Confidential Private Offering Memorandum, dated as of April 6, 2006, in respect of the IBG Notes, as the same may be amended, supplemented or otherwise modified from time to time.

   

  " Pledged Stock ": the shares of Capital Stock of any Subsidiary listed on Schedule 2 required to be pledged hereunder, together with any other shares, stock certificates, options, interests or rights of any nature whatsoever in respect of the Capital Stock of any Subsidiary (other than any voting rights in respect of any broker-dealer) that may be issued or granted to, or held by, any Grantor while this Agreement is in effect; provided that in no event shall more than 65% of the total outstanding Foreign Subsidiary Voting Stock of any first tier Foreign Subsidiary of any Grantor be deemed to be pledged hereunder (and in no event shall any of the Capital Stock of any other Foreign Subsidiary of such Grantor be deemed to be pledged hereunder).

   

  " Proceeds ": all "proceeds" as such term is defined in Section 9-102(a)(64) of the Code and, in any event, shall include, without limitation, all dividends or other income from the Pledged Stock, collections thereon or distributions or payments with respect thereto.

   

  " Required Note Holders ": at any time, IBG Note Holders holding more than 50% of the IBG Notes then outstanding.

   

  " Secured Parties ": the collective reference to the Lenders, the Bank Agent, the Collateral Agent and the IBG Note Holders.

   

  " Securities Act ": the Securities Act of 1933, as amended.

   

(c)        Other Definitional Provisions . (i) The words "hereof," "herein," "hereto" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section and Schedule references are to this Agreement unless otherwise specified.

• (ii)        The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

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• (iii)       Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to such Grantor’s Collateral or the relevant part thereof.

   

SECTION 2. GRANT OF SECURITY INTEREST

Each Grantor hereby assigns and transfers to the Collateral Agent, and hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties (and in the case of Specified Swap Agreements, Affiliates of Lenders), a security interest in, all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the " Collateral "), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations:

(a)        all Pledged Stock;

(b)        to the extent not otherwise included, all Proceeds and products of any and all of the Pledged Stock;

provided , however , that notwithstanding any of the other provisions set forth in this Section 2 , this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by any Requirements of Law of a Governmental Authority, requires a consent not obtained (after the commercially reasonable efforts of the relevant Grantor) of any Governmental Authority pursuant to such Requirement of Law or is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained (after the commercially reasonable efforts of the relevant Grantor) under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property or any applicable shareholder or similar agreement, except to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law.

SECTION 3. REPRESENTATIONS AND WARRANTIES

To induce the Collateral Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrower thereunder, each Grantor hereby represents and warrants to the Collateral Agent and each Secured Party that:

3.1.       Title; No Other Liens . Except for the security interest granted to the Collateral Agent for the ratable benefit of the Secured Parties (and in the case of Specified Swap Agreements, Affiliates of Lenders) pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Credit Agreement, such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of others. No Grantor has filed, consented to or authorized the filing of any financing statement or other public notice with respect to all or any part of the Collateral in any public office, except such as have been filed in favor of the Collateral Agent, for the ratable benefit of the Secured Parties (and in the case of Specified Swap Agreements, Affiliates of Lenders), pursuant to this Agreement or as are permitted by the Credit Agreement.

3.2.       Perfected First Priority Liens . When financing statements and the other filings specified on Schedule 3 in appropriate form are filed in the offices specified in Schedule 3 and the Pledged Stock been delivered to the Collateral Agent, as required (assuming continued possession by the Collateral Agent of such certificates and that such certificates are located in the United States), this

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Agreement will be effective to create, in favor of the Collateral Agent, for the ratable benefit of the Secured Parties (and in the case of Specified Swap Agreements, Affiliates of Lenders), a valid and perfected security interest under the Code in all of the respective right, title and interest of each Grantor in, to and under the Collateral, as collateral security for payment of the Obligations to the extent perfection can be achieved by filing Uniform Commercial Code financing statements and delivering Pledged Stock and such security interest will be prior to all other Liens on the Collateral in existence on the date hereof except for Liens permitted by the Credit Agreement.

3.3.       Jurisdiction of Organization; Chief Executive Office . On the date hereof, such Grantor’s jurisdiction of organization, identification number from the jurisdiction of organization (if any), and the location of such Grantor’s chief executive office or sole place of business or principal residence, as the case may be, are specified on Schedule 4 . Such Grantor has furnished to the Collateral Agent a certified charter, certificate of incorporation or other organization document and long-form good standing certificate as of a date which is recent to the date hereof.

3.4.       Pledged Stock . (a) The shares of Pledged Stock pledged by such Grantor hereunder constitute all the issued and outstanding shares of all classes of the Capital Stock of each Issuer owned by such Grantor or, in the case of Foreign Subsidiary Voting Stock 65% of the outstanding Foreign Subsidiary Voting Stock of each relevant Issuer.

(b)        All the shares of the Pledged Stock have been duly and validly issued and are fully paid and nonassessable.

(c)        Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Pledged Stock, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement and Liens permitted by the Credit Agreement.

SECTION 4. COVENANTS

Each Grantor covenants and agrees with the Collateral Agent and the Secured Parties that, from and after the date of this Agreement until the Obligations shall have been paid in full and the Revolving Commitments shall have terminated:

4.1.       Delivery of Instruments: Certificated Securities and Chattel Paper . If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security or Chattel Paper, such Instrument, Certificated Security or Chattel Paper shall be immediately delivered to the Collateral Agent, duly indorsed in a manner satisfactory to the Collateral Agent, to be held as Collateral pursuant to this Agreement.

4.2.       Maintenance of Perfected Security Interest: Further Documentation . (a) Such Grantor shall maintain the security interest in the Collateral created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 with respect to the Collateral and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral.

(b)        Such Grantor will furnish to the Collateral Agent and the Secured Parties from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Collateral Agent may reasonably request, all in reasonable detail.

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(c)        At any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such additional financing or continuation statements (or other filings as reasonably necessary) and deliver any additional Pledged Stock or take such further actions as necessary to enable the Collateral Agent to obtain "control" (within the meaning of the applicable Uniform Commercial Code) with respect to the Pledged Stock, as required, as the Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted.

4.3.       Changes in Name, etc . Such Grantor will not, except upon 15 days’ prior written notice to the Collateral Agent and delivery to the Collateral Agent of all additional executed financing statements and other documents reasonably requested by the Collateral Agent to maintain the validity, perfection and priority of the security interests provided for herein, (i) change its jurisdiction of organization or the location of its chief executive office or sole place of business or principal residence from that referred to in Section 3.3 or (ii) change its name.

4.4.       Notices . Such Grantor will advise the Collateral Agent and the Secured Parties promptly, in reasonable detail, of the occurrence of any event set forth in Section 5.7(d) of the Credit Agreement.

4.5.       Pledged Stock . (a) If such Grantor shall become entitled to receive or shall receive, pursuant to Section 5.8 of the Credit Agreement, any certificate, option or rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Collateral Agent and the Secured Parties, hold the same in trust for the Collateral Agent and the Secured Parties and deliver the same forthwith to the Collateral Agent in the exact form received, duly indorsed by such Grantor to the Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Collateral Agent so requests, signature guaranteed, to be held by the Collateral Agent, subject to the terms hereof, as additional collateral security for the Obligations. Subject to the terms of the Credit Agreement, any sums paid upon or in respect of the Pledged Stock upon any liquidation or dissolution which is not permitted under the Credit Agreement of any Issuer shall be paid over to the Collateral Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital which is not permitted under the Credit Agreement shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof which in any such case is not permitted under the Credit Agreement, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Collateral Agent, be delivered to the Collateral Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Stock which is required by this Section 4.5 to be paid or delivered over to the Collateral Agent shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Collateral Agent, hold such money or property in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor, as additional collateral security for the Obligations.

(b)        In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Stock issued by it and will comply with such terms insofar as such terms are applicable to it and (ii) the terms of Sections 5.1(c) and 5.5 shall apply to it, mutatis mutandis , with respect to all actions that may be required of it pursuant to Section 5.1(c) or 5.5 with respect to the Pledged Stock issued by it.

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SECTION 5. REMEDIAL PROVISIONS

5.1.       Pledged Stock . (a) Unless an Event of Default shall have occurred and be continuing and the Collateral Agent shall have given notice to the relevant Grantor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock paid in the normal course of business of the relevant Issuer and consistent with past practice, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other organizational rights with respect to the Pledged Stock; provided , however , that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in the Collateral Agent’s reasonable judgment, would impair the Collateral or which would constitute or result in a Default or Event of Default under the Credit Agreement, this Agreement or any other Loan Document.

(b)        If an Event of Default shall occur and be continuing and the Collateral Agent shall have given three Business Days notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Collateral Agent shall have the right to receive any and all cash dividends or other Proceeds paid in respect of the Pledged Stock and make application thereof to the Obligations in such order as the Collateral Agent may determine, and (ii) any or all of the Pledged Stock shall be registered in the name of the Collateral Agent or its nominee, and the Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Stock at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Collateral Agent of any right, privilege or option pertaining to such Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for pro