8. Commitments and Contingencies

Contractual Obligations

The Company has entered into obligations under operating leases with initial non-cancelable terms in excess of one year for office space, telephone and data services. Expenses recorded under these agreements for the three months ended September 30, 2017 and 2016 were approximately $1,177 and $1,203, respectively, and for the nine months ended September 30, 2017 and 2016 were approximately $3,327 and $3,221, respectively.

Future minimum lease payments with respect to non-cancelable operating leases at September 30, 2017 were approximately as follows:


Remainder of 2017	$	1,059
2018		3,762
2019		3,139
2020		2,873
2021 and thereafter		24,079

Total	$	34,912

Letter of Credit

The Company collateralized its U.S. office lease through a standby letter of credit totaling $1,384. The collateral is included in cash and cash equivalents on the Company’s Consolidated Balance Sheets.

Questrade Wealth Management Inc. (“Questrade”) Purchase and Sale Agreement

On July 26, 2017 the Company and WTAMC entered into a purchase and sale agreement with Questrade pursuant to which WTAMC has agreed to acquire and become the trustee and manager for, a suite of eight Canadian registered ETFs currently sponsored and managed by Questrade with approximately CAD $104,504 (USD $83,670) in AUM at September 30, 2017. The closing of the transaction is subject to obtaining unitholder and regulatory approvals. The purchase price is formulaic which takes into consideration the AUM of the Questrade ETFs at closing, and is estimated to be approximately CAD $2,821 (USD $2,260) based upon the AUM of the Questrade ETFs at September 30, 2017. The Company has agreed to guarantee the indemnification obligations of WTAMC.

Settlement – Tradeworx

A few years ago, a dispute arose related to the Company’s ownership stake in Tradeworx. In March 2015, the Company was named a party in a lawsuit in the Delaware Court of Chancery pursuant to which a stockholder of Tradeworx sought to have the shares held by the Company invalidated. In August 2016, the court dismissed the claims brought against the Company and Tradeworx (as a nominal defendant), but the number of shares of Tradeworx owned by the Company remained in dispute. On June 20, 2017, the Company, Tradeworx and certain material stockholders of Tradeworx reached an agreement related to the dispute, pursuant to which (i) the litigation was dismissed; (ii) the parties released and agreed not to sue each other with respect to the related claims in the lawsuit; (iii) Tradeworx agreed to indemnify the Company against any such claims; (iv) the Company exchanged its current shares in Tradeworx for new shares of Tradeworx stock and a warrant in accordance with the terms of an equity exchange agreement as described below; and (v) the Company and Tradeworx entered into a stockholders agreement providing for certain rights and obligations of the Company and Tradeworx as described below.

Pursuant to the equity exchange agreement, the Company was issued shares of newly authorized preferred stock reflecting ownership of 19.99% of Tradeworx on a fully diluted basis (excluding certain reserved shares). The shares of preferred stock rank pari passu in priority with Tradeworx’s current preferred stockholders. In addition, Tradeworx issued the Company a warrant to purchase up to an additional 50% of the number of shares of preferred stock issued to the Company at closing, exercisable for five years after the closing, at varying exercise prices that increase over time and set at multiples of a pre-determined Tradeworx valuation (or a new valuation if Tradeworx completes a qualified financing, as defined, within two years). If a claim is brought against Tradeworx or the Company relating to the settlement, the warrant will be exercisable for 100% of the number of shares of preferred stock issued to the Company at closing. Pursuant to the stockholders agreement, the Company has the right to appoint one of five directors to Tradeworx’s board of directors, as well as additional customary rights, including (i) consent rights on certain transactions (e.g., related-party transactions and certain changes to organizational documents); (ii) pre-emptive rights on future issuances of shares, subject to customary carve-outs; (iii) information rights; and (iv) registration rights.

During the three months ended June 30, 2017, the Company recorded a pre-tax gain of $6,909 representing the fair value of the Tradeworx preferred stock it received in connection with this settlement (See Note 4). The fair value of the warrant was determined to be insignificant. This amount has been recorded as settlement gain on the Consolidated Statements of Operations.

Contingencies

The Company may be subject to reviews, inspections and investigations by regulatory authorities as well as legal proceedings arising in the ordinary course of business. The Company is not currently party to any litigation that is expected to have a material adverse impact on its business, financial position, results of operations or cash flows.