GAIN Capital Holdings, Inc. (Form: 8-K/A, Received: 01/12/2015 15:17:39)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

October 31, 2014

Date of Report (Date of earliest event reported)

GAIN CAPITAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-35008	20-4568600
(State of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)

Bedminster One

135 Route 202/206

Bedminster, New Jersey 07921

(Address of Principal Executive Offices)

(908) 731-0700

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

EXPLANATORY NOTE

This report amends our Current Report on Form 8-K filed on October 31, 2014 (the “ Original Form 8-K ”) in which we described the following agreements under Item 1.01 Entry into a Material Definitive Agreement: (i) the Share Purchase Agreement (the “ Share Purchase Agreement ”) dated October 31, 2014 between GAIN Capital Holdings, Inc., a Delaware corporation (the “ Company ”), City Index Group Limited, a company incorporated and registered in England and Wales (the “ Seller ”), INCAP Gaming B.V., a company incorporated and registered in The Netherlands (“ INCAP ”), and IPGL Limited, a company incorporated and registered in England and Wales (“ IPGL ”), (ii) the Stockholders’ Agreement between the Company, Seller, INCAP, Francisco Partners II, L.P., Sun Luxco I, Sarl and Sun Luxco II Sarl dated as of October 31, 2014, (iii) the Convertible Notes Indenture between the Company and The Bank of New York Mellon, a New York banking corporation , to be dated on or about the closing of the Share Purchase Agreement, and (iv) the Registration Rights Agreement (the “ RRA ”) between the Company, VantagePoint Venture Partners IV (Q), L.P., VantagePoint Venture Partners IV, L.P., VantagePoint Venture Partners Principals Fund, L.P., VP New York Venture Partners, L.P., the Seller and INCAP, to be entered into on the date of the closing of the Share Purchase Agreement. The purpose of this amendment is (1) to revise the description of the RRA to clarify the parties to the RRA, as described more fully in Item 1.01 Entry into a Material Definitive Agreement and Item 1.02 Termination of a Material Definitive Agreement herein and (2) to file the agreements described in (i) through (iv) above as exhibits 2.1, 4.1, 10.1 and 10.2 to this report.

Item 1.01

Entry into a Material Definitive Agreement.

Registration Rights Agreement

On the Closing Date, the Company will enter into a Registration Rights Agreement (the “ RRA ”) with VantagePoint Venture Partners IV (Q), L.P., VantagePoint Venture Partners IV, L.P., VantagePoint Venture Partners Principals Fund, L.P., VP New York Venture Partners, L.P. (collectively, the “ Other Investors ”), the Seller and INCAP. At the time the Company entered into the Share Purchase Agreement with the Seller, INCAP and IPGL, it was contemplated that Edison Venture Fund IV SBIC, L.P. and Edison Partners IV SBIC, LLC (together, the “ Edison Entities ”) would be parties to the RRA. However, the Edison Entities have since divested their holdings in the Company and will therefore not be parties to the RRA. Pursuant to the terms of the RRA, upon the request of the Seller, any Other Investor or other parties to the RRA holding at least 30% of the Common Stock and the Convertible Notes (calculated on an as-converted-to-Common-Stock basis) subject to the RRA (the “ Registrable Securities ”), the Company must use its reasonable best efforts to prepare and file a registration statement registering the offer and sale of the number of shares of Registrable Securities requested to be registered in such request. Neither the Other Investors (taken together) nor the Seller may request a registration of Registrable Securities more than twice and Seller may not request a registration of Registrable Securities prior to the second anniversary of the Closing Date. The Seller’s and the Other Investors’ registration rights are also subject to additional limitations, including a limitation that no registration is required by the Company unless the anticipated aggregate price to the public (after deduction for underwriter’s discounts and expenses related to the issuance) of the Registrable Securities requested to be registered is equal to or greater than $20,000,000. The Company must also use reasonable best efforts to file and cause to become effective a shelf registration statement registering all Registrable Securities within six months of the Closing Date. The Seller and the Other Investors also have customary piggy-back registration rights under the RRA.

Concurrently with the entry into the RRA by the Company, the Other Investors, the Seller and INCAP, the Amended and Restated Investor Rights Agreement dated January 11, 2008 among the Company, the Other Investors, the Edison Entities, Mark Galant, The Mark E. Galant 2007 GRAT, Cross Atlantic Technology Fund, L.P., Blue Rock Capital, L.P., Tudor Ventures II, L.P., The Raptor Global Portfolio, Ltd., ALTAR Rock Fund L.P., 3i U.S. Growth Partners L.P. and 3i Technology Partners III L.P, as amended by the Amendment to the Investor Rights Agreement dated November 18, 2013 among the Company, the Other Investors and, Edison Venture Fund IV SBIC L.P. and Mark E. Galant (the “ IRA ”), pursuant to which the Other Investors had certain registration and other rights, will be automatically terminated.

Item 1.02

Termination of a Material Definitive Agreement.

The description of the termination of the IRA set forth in Item 1.01 above is incorporated by reference to this Item 1.02. The Other Investors are stockholders of the Company and certain of their affiliates are members of the Board.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

2.1 Share Purchase Agreement dated October 31, 2014 between GAIN Capital Holdings, Inc., a Delaware corporation, City Index Group Limited, a company incorporated and registered in England and Wales , INCAP Gaming B.V., a company incorporated and registered in The Netherlands, and IPGL Limited, a company incorporated and registered in England and Wales .*

4.1 Convertible Notes Indenture between GAIN Capital Holdings, Inc., a Delaware Corporation, and The Bank of New York Mellon, a New York banking corporation , to be dated on or about the closing of the Share Purchase Agreement.

10.1 Stockholders’ Agreement between the GAIN Capital Holdings, Inc., a Delaware corporation, City Index Group Limited, a company incorporated and registered in England and Wales , INCAP Gaming B.V., a company incorporated and registered in The Netherlands , Francisco Partners II, L.P., Sun Luxco I, Sarl and Sun Luxco II Sarl dated as of October 31, 2014.

10.2 Registration Rights Agreement between GAIN Capital Holdings, Inc., a Delaware corporation, VantagePoint Venture Partners IV (Q), L.P., VantagePoint Venture Partners IV, L.P., VantagePoint Venture Partners Principals Fund, L.P., VP New York Venture Partners, L.P., City Index Group Limited, a company incorporated and registered in England and Wales and INCAP, to be entered into on the date of the closing of the Share Purchase Agreement .

*Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided supplementally to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 12, 2015


GAIN CAPITAL HOLDINGS, INC.

By:		/s/ Diego A. Rotsztain
Name:		Diego A. Rotsztain
Title:		General Counsel and Secretary

Exhibit Index

2.1

Share Purchase Agreement dated October 31, 2014 between GAIN Capital Holdings, Inc., a Delaware corporation, City Index Group Limited, a company incorporated and registered in England and Wales , INCAP Gaming B.V., a company incorporated and registered in The Netherlands, and IPGL Limited, a company incorporated and registered in England and Wales .*

4.1	Convertible Notes Indenture between GAIN Capital Holdings, Inc., a Delaware Corporation, and The Bank of New York Mellon, a New York banking corporation , to be dated on or about the closing of the Share Purchase Agreement.

10.1

Stockholders’ Agreement between the GAIN Capital Holdings, Inc., a Delaware corporation, City Index Group Limited, a company incorporated and registered in England and Wales , INCAP Gaming B.V., a company incorporated and registered in The Netherlands , Francisco Partners II, L.P., Sun Luxco I, Sarl and Sun Luxco II Sarl dated as of October 31, 2014.

10.2

Registration Rights Agreement between GAIN Capital Holdings, Inc., a Delaware corporation, VantagePoint Venture Partners IV (Q), L.P., VantagePoint Venture Partners IV, L.P., VantagePoint Venture Partners Principals Fund, L.P., VP New York Venture Partners, L.P., City Index Group Limited, a company incorporated and registered in England and Wales and INCAP, to be entered into on the date of the closing of the Share Purchase Agreement .

*Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided supplementally to the SEC upon request.

Exhibit 2.1

Execution Version

31 October 2014

CITY INDEX GROUP LIMITED

INCAP GAMING B.V.

IPGL LIMITED

GAIN CAPITAL HOLDINGS, INC.

SHARE PURCHASE AGREEMENT

for the sale and purchase of shares in City Index (Holdings) Limited

TABLE OF CONTENTS

		Page
1.	Interpretation	1
2.	Sale and Purchase	16
3.	Purchase Price	17
4.	Conditions	17
5.	Pre-Closing Obligations	20
6.	Closing	21
7.	Adjustment of Purchase Price	22
8.	Payment of Connected Debt	24
9.	Warranties from the Seller	24
10.	Warranties from the Buyer	25
11.	Tax Covenant	25
12.	Indemnities	25
13.	Seller’s Liability	26
14.	Right to Terminate	26
15.	INCAP Guarantee	26
16.	IPGL Guarantee	28
17.	Escrow Arrangements	29
18.	Protection of the Buyer’s Interests	30
19.	Insurance	31
20.	Release of Guarantees	32
21.	Confidentiality	32
22.	Announcements	33
23.	Further Assurance	33
24.	Assignment	33
25.	Entire Agreement	34
26.	Variation and Waiver	34
27.	Costs	34
28.	Transfer Taxes	35
29.	After Tax Basis	35
30.	VAT	36
31.	Notices	36
32.	Interest on Late Payment	37
33.	Severance	38
34.	Agreement Survives Closing	38
35.	Third Party Rights	38
36.	Counterparts	38
37.	Language	38
38.	Appointment of Process Agent	39
39.	Governing Law and Jurisdiction	39

Schedule 1
Particulars of the Seller, the Company and the Subsidiaries	40
Schedule 2
Pre-Closing Obligations	50

Schedule 3
Closing	54
Schedule 4
Closing Statement	58
Schedule 5
Seller’s Warranties	66
Schedule 6
Buyer’s Warranties	91
Schedule 7
Limitation on Seller’s liability	94
Schedule 8
Limitation on Buyer’s liability	98
Schedule 9
Payment of Connected Debt	102
Schedule 10
Intellectual Property Rights	103
Schedule 11
Information Technology	139
Schedule 12
Particulars of Properties	155
Schedule 13
Tax Covenant	162
Schedule 14
Indemnities	179
Schedule 15
Regulatory Capital Adjustment	183
Schedule 16
Excess Regulatory Capital	184
Schedule 17
Buyer Data Room Index	185
Schedule 18
Specified Debts	186
Schedule 19
Escrow Arrangements	187

Agreed form documents:

Agreed Budget

Convertible Note Indenture

Registration Rights Agreement

THIS AGREEMENT is made on 31 October 2014.

PARTIES:

(1)	CITY INDEX GROUP LIMITED , a company incorporated and registered in England and Wales with company number 06451019, whose registered office is at Park House, 16 Finsbury Circus, London EC2M 7EB, United Kingdom (the “ Seller ”);

(2)	INCAP GAMING B.V. , a company incorporated and registered in The Netherlands, whose registered office is at Luna Arena, Herikerbergweg 238, 1101 CM Amsterdam Zuidoost, the Netherlands (the “ Seller’s Guarantor ”);

(3)	IPGL LIMITED , a company incorporated and registered in England and Wales with company number 02011009, whose registered office is at Park House, 16 Finsbury Circus, London EC2M 7EB, United Kingdom (the “ IPGL ”); and

(4)	GAIN CAPITAL HOLDINGS, INC. , a corporation organised and existing under the laws of the State of Delaware, United States of America (Delaware File No. 4131546) and whose registered office is at 135 US Highway 202/206, Suite 11, Bedminster, NJ 07921, United States of America (the “ Buyer ” ).

INTRODUCTION:

(A)	As at the date of this Agreement, the Company has an issued share capital of £76,716,482.58 divided into: (i) 7,803,258 Ordinary Shares; and (ii) 76,638,450 Preference Shares.

(B)	Further particulars of the Company and its Subsidiaries at the date of this Agreement are set out in ‎ Schedule 1.

(C)	The Seller is the legal and beneficial owner of the Shares. All of the Shares comprise in aggregate the whole of the issued share capital of the Company.

(D)	The Seller has agreed to sell and the Buyer has agreed to buy the Shares on and subject to the terms and conditions of this Agreement.

(E)	The Seller’s Guarantor has agreed to guarantee the certain obligations of the Seller under this Agreement.

(F)	IPGL is a party to this Agreement for the sole purpose of its right (but not obligation) under Clause ‎ 16 to elect to guarantee certain obligations of the Seller under this Agreement in substitution for and release of the Seller’s Guarantor from any liability under Clause ‎ 15 of this Agreement.

AGREED TERMS:

1.	Interpretation

1.1.	In this Agreement, the following words and expressions shall have the following meanings:

“Accounting Policies”

means the specific accounting policies, principles, estimation techniques, measurement bases, practices,

	procedures and rules set out in ‎ Part B of ‎ Schedule 4;
“Accounting Standards”	means generally accepted accounting principles in the UK as set out in all Financial Reporting Standards, Statements of Standard Accounting Practice and Urgent Issues Task Force Abstracts issued by the UK Accounting Standards Board and its predecessor bodies and the applicable provisions of the Companies Act 2006;
“Accounts”	means the audited financial statements of each of the Target Companies as at and to the Accounts Date, comprising the individual accounts of each Target Company, and in the case of the Company, the Consolidated Accounts as at and to the Accounts Date, including in each case the balance sheet, profit and loss account together with the notes on them, the cash flow statement and the auditor’s and Directors’ reports;
“Accounts Date”	means 31 March 2014;
“Actual Capex”	has the meaning given in Clause ‎ 5.6;
“Agreed Budget”	means the budget in the agreed form detailing the items and amount of capital expenditure to be incurred by the Company in each calendar month from and including November 2014 to and including March 2015 (or such later date as the Buyer and the Seller (acting in good faith) may agree);
“Agreed Bundle”	has the meaning given to it in the Disclosure Letter;
“Agreement”	means this agreement, including the Introduction and Schedules to it;
“ASIC”	means the Australian Securities and Investments Commission;
“Antitrust Law”	has the meaning given in paragraph ‎ 14.1 of ‎ Part A of ‎ Schedule 5;
“Authority”	means a supra-national, national, state, municipal or local authority (including any court, subdivision, administrative agency or commission), or any arbitral tribunal or quasi-governmental or private body exercising any regulatory, importing or other governmental or quasi-governmental authority in any jurisdiction, including the European Union;
“Budgeted Amount”	means the amount equal to the aggregate of all amount of capital expenditure detailed in the Agreed Budget in respect of each calendar month from and including November 2014 up to and including the calendar month in

	which Closing occurs;
“Business”	means the provision of market-making and spread-trading services in a variety of financial products and markets by the Target Companies;
“Business Day”	means a day (other than a Saturday, Sunday or public holiday) when commercial banks in London are generally open for normal banking business;
“Business Warranties”	means the warranties set out in ‎ Part A of ‎ Schedule 5 other than the Fundamental Warranties, given pursuant to Clause ‎ 9;
“Buyer Data Room”	means the data room containing documents and information relating to the Buyer made available to the Seller online through Intralinks as at 7:30 p.m. (Atlantic Standard Time) on 28 October 2014, as listed in the index set out in ‎ Schedule 17;
“Buyer Obligation”	means any warranty or undertaking to reimburse or indemnify given by the Buyer under this Agreement;
“Buyer Stockholder Approval”	has the meaning given in Clause ‎ 4.8;
“Buyer Stockholder Meeting”	has the meaning given in Clause ‎ 4.8;
“Buyer’s Group”	means the Buyer and its Group;
“Buyer’s Lawyers”	means Davis Polk & Wardwell London LLP of 99 Gresham Street, London EC2V 7NG, United Kingdom;
“Buyer’s SEC Documents”	has the meaning given in paragraph ‎ 9 of ‎ Schedule 6;
“Buyer’s Shares”	means shares in the Buyer’s common stock, par value US$0.00001 per share;
“Buyer’s Warranties”	means the warranties set out in ‎ Schedule 6 given by the Buyer pursuant to Clause ‎ 10 and “Buyer’s Warranty” means any one of them;
“Capex Excess Spend”	means, if and only if Actual Capex plus Extraordinary Capex is greater than or equal to 110 per cent. of the Budgeted Amount, the amount by which the Actual Capex plus the Extraordinary Capex exceeds the Budgeted Amount;
“Capex Shortfall”	means, if and only if the Budgeted Amount is greater than or equal to 110 per cent. of Actual Capex plus Extraordinary Capex, the amount by which the Budgeted Amount exceeds Actual Capex plus the Extraordinary Capex;

“Claim”	means a claim for breach of any of the Business Warranties or a Tax Warranty Claim;
“Closing”	means the closing of the sale and purchase of the Shares in accordance with this Agreement;
“Closing Date”	means the date falling five Business Days after the Conditions (other than those that by their nature must be satisfied at Closing, which must be satisfied on the Closing Date) have been satisfied or waived in accordance with this Agreement, or such other date as may be agreed in writing by the Buyer and the Seller;
“Closing Payment”	means the amount equal to US$20,000,000 minus the Escrow Cash plus the Working Capital Adjustment minus the Estimated Connected Debt plus the Estimated Regulatory Capital Adjustment plus the Capex Excess Spend (if any) minus the Capex Shortfall (if any);
“Closing Statement”	means the statement to be prepared and agreed by the parties or determined in accordance with ‎ Schedule 4 and comprising the Working Capital Statement, the Excess Cash Less Third Party Debt Statement, the Connected Debt Statement and the Excess Regulatory Capital Statement;
“Company”	means City Index (Holdings) Limited, a company incorporated and registered in England and Wales with company number 02294980, whose registered office is at Park House, 16 Finsbury Circus, London EC2M 7EB, United Kingdom, further details of which are set out in ‎ Part A of ‎ Schedule 1;
“Conditions”	means the conditions set out in Clause ‎ 4.1;
“Confidentiality Agreement”	means the confidentiality agreement dated 6 November 2013 between the Seller and the Buyer pursuant to which certain confidential information relating to the Target Companies and the Business was made available to the Buyer;
“Connected”	means in relation to a person connected with another person within the meaning of Section 1122 of the UK Corporation Tax Act 2010;
“Connected Debt”	means Connected Payables minus Connected Receivables as at the close of business on the Closing Date, which may be a positive or a negative amount;
“Connected Debt Statement”	means the statement of Connected Debt to be prepared in accordance with ‎ Schedule 4;
“Connected Payables”	means the aggregate amount of all outstanding Indebtedness owed by the Target Companies (on the one

	hand) to the Seller and persons Connected with the Seller (on the other hand) as at the close of business on the Closing Date but excluding: (a) any item which falls to be included in calculating Excess Cash, Third Party Debt or Working Capital; or (b) any outstanding Indebtedness owed by the Target Companies (on the one hand) to IPGL (on the other hand) in respect of IPGL’s customer trading account (customer account number 9I100) with City Index Limited and which are desegregated funds; or (c) any outstanding Indebtedness owed by the Target Companies (on the one hand) to Michael Spencer (on the other hand) in respect of Michael Spencer’s customer trading account (customer account number 8S003) with City Index Limited and which are desegregated funds; or (d) any Specified Debt that has been capitalised prior to the Closing Date;
“Connected Receivables”	means the aggregate amount of all outstanding Indebtedness owed by the Seller or persons Connected with the Seller (on the one hand) to the Target Companies (on the other hand) as at the close of business on the Closing Date but excluding: (a) any item which falls to be included in calculating Excess Cash, Third Party Debt or Working Capital; or (b) any outstanding Indebtedness owed by IPGL (on the one hand) to the Target Companies (on the other hand) in respect of IPGL’s customer trading account (customer account number 9I100) with City Index Limited and which are desegregated funds; or (c) any outstanding Indebtedness owed by Michael Spencer (on the one hand) to the Target Companies (on the other hand) in respect of Michael Spencer’s customer trading account (customer account number 8S003) with City Index Limited and which are desegregated funds;
“Consideration Shares”	means 5,319,149 Buyer’s Shares, to be issued on or about the Closing Date;
“Consolidated Accounts”	means the consolidated group accounts of the Target Companies as at and to the Accounts Date, including the balance sheet, profit and loss account together with the notes on them, the cash flow statement and the auditor’s and Directors’ reports;
“Control”	means in relation to a body corporate, the power of a person to secure that the affairs of the body corporate are conducted in accordance with the wishes of that person: (i) by means of the holding of shares, or the possession of voting power, in or in relation to that or any other body corporate; or (ii) by virtue of any powers conferred by the

	constitutional or corporate documents, or any other document, regulating that or any other body corporate, and a “ Change of Control ” occurs if a person who controls a body corporate ceases to do so or if another person acquires control of it;
“Convertible Notes”	means the 4.125% unsecured convertible loan notes with a principal amount of US$60,000,000, to be issued pursuant to the Convertible Note Indenture on or about the Closing Date;
“Convertible Note Indenture”	means the indenture relating to the Convertible Notes between the Buyer and the Transfer Agent, in the agreed form, to be dated on or about the Closing Date;
“Current Use”	has the meaning given in paragraph ‎ 24.1 of ‎ Part A of ‎ Schedule 5;
“Data Room”	means the data room containing documents and information relating to the Target Companies and the Business made available to the Buyer online through Intralinks, the contents of which are listed in a schedule to the Disclosure Letter;
“Determined Claim”	has the meaning given in paragraph ‎ 1.1 of ‎ Schedule 7;
“Director”	means each person who is a director of the Company or any of its Subsidiaries, the names of whom are set out in ‎ Part A and ‎ Part B of ‎ Schedule 1;
“Disclosed”	means fairly disclosed (with sufficient details to identify the nature and scope of the matter disclosed) in or under the Disclosure Letter;
“Disclosure Letter”	means the letter dated the date of this Agreement from the Seller to the Buyer relating to the Seller’s Warranties;
“Emergency Situation”	means: (a) war, armed conflict or terrorist attack; (b) extreme adverse weather conditions; (c) epidemic or pandemic; (d) nuclear, chemical or biological contamination; or (e) acts of God, in each case which has a material effect on the Business or the manner in which it is operated;
“Encumbrance”	means any interest of any person (including any right to acquire, option or right of pre-emption) or any mortgage, charge, pledge, lien, assignment, hypothecation , security, interest, title, retention or any other security agreement or arrangement or any agreement, arrangement or obligation to create any of the same;
“Environment”	means the natural and man-made environment including all or any of the following media: air (including air within

	buildings and other natural or man-made structures above or below the ground), water, land, and any ecological systems and living organisms (including man) supported by those media;
“Environmental Laws”	means all applicable laws, statutes, regulations, subordinate legislation, bye-laws, common law and other national, international, federal, European Union, state and local laws, judgments, decisions and injunctions of any court or tribunal, codes of practice and guidance notes that in each case above are legally binding on the Target Companies and in force as at the date of this Agreement to the extent that they relate to or apply to Environmental Matters;
“Environmental Matters”	means all matters relating to: (a) pollution or contamination of the Environment; or (b) the presence, disposal, release, spillage, deposit, escape, discharge, leak, migration or emission of Hazardous Substances or Waste; or (c) the exposure of any person to any Hazardous Substances or Waste; or (d) the health and safety of any person, including any accidents, injuries, illnesses and diseases; or (e) the creation or existence of any noise, vibration, odour, radiation, common law or statutory nuisance or other adverse impact on the Environment; or (f) the condition, protection, maintenance, remediation, reinstatement, restoration or replacement of the Environment or any part of it;
“Environmental Permit”	means any permits, licences, consents, certificates, registrations, notifications or other authorisations required under any Environmental Laws for the operation of the Business or in relation to any of the Properties;
“Escrow Account”	means the escrow account in the United States to be established pursuant to the Escrow Agreement;
“Escrow Agent”	means J.P. Morgan Chase Bank, N.A., or such other third party as the Buyer and the Seller may agree;
“Escrow Agreement”	means an escrow agreement between the Seller, the Seller’s Guarantor and the Escrow Agent under New York law, consistent with the terms of Clause ‎ 17 and ‎ Schedule

	19 and substantially consistent with the standard terms of the Escrow Agent, to be entered into on or about the Closing Date;
“Escrow Cash”	means US$1,000,000;
“Escrow Notes”	has the meaning given in ‎ Schedule 19;
“Escrow Property”	has the meaning given in ‎ Schedule 19;
“Escrow Shares”	has the meaning given in ‎ Schedule 19;
“Estimated Connected Debt”	means Estimated Connected Payables minus Estimated Connected Receivables, which may be a positive or a negative amount;
“Estimated Connected Payables”	has the meaning given in Clause ‎ 5.3;
“Estimated Connected Receivables”	has the meaning given in Clause ‎ 5.3;
“Estimated Excess Cash”	has the meaning given in Clause ‎ 5.3;
“Estimated Third Party Debt”	has the meaning given in Clause ‎ 5.3;
“Estimated Excess Cash Less Third Party Debt”	means Estimated Excess Cash minus Estimated Third Party Debt, which may be a positive or a negative amount;
“Estimated Excess Regulatory Capital”	has the meaning given in Clause ‎ 5.3;
“Estimated Regulatory Capital Adjustment”	means a good faith estimate of the Regulatory Capital Adjustment. For the avoidance of doubt, the Estimated Regulatory Capital Adjustment shall be calculated in accordance with ‎ Schedule 15, save that all references therein to: (a) “Regulatory Capital Adjustment”, are replaced by references to “Estimated Regulatory Capital Adjustment”; (b) “Excess Regulatory Capital”, are replaced by references to “Estimated Excess Regulatory Capital”; and (c) “Excess Cash Less Third Party Debt”, are replaced by references to “Estimated Excess Cash Less Third Party Debt”;
“Estimated Statement”	has the meaning given in Clause ‎ 5.3;
“Estimated Working Capital”	has the meaning given in Clause ‎ 5.3;
“Excess Cash”	means the aggregate of all the cash (whether in hand or credited to any account with a financial institution) and securities with a maturity of less than one year which are readily convertible into cash, including all interest accrued, held by or on behalf of the Target Companies at the close

	of business on the Closing Date but excluding: (i) segregated cash balances which are held off-balance sheet or recorded in the balance sheet of City Index Asia Pte Limited; (ii) security deposits for processing cards; (iii) rent deposits; (iv) cash restricted in order to comply with regulatory requirements and specifically the ASIC minimum liquidity requirements as well as the minimum cash balance required by MAS (if any); (v) payroll deposits; and (vi) a cash buffer of £250,000, as set out in the Closing Statement;
“Excess Cash Less Third Party Debt”	means Excess Cash minus Third Party Debt, which may be a positive or a negative amount;
“Excess Cash Less Third Party Debt Statement”	means the statement of Excess Cash Less Third Party Debt to be prepared in accordance with ‎ Schedule 4;
“Excess Regulatory Capital”	means the amount calculated in accordance with the method set out in ‎ Schedule 16 as at the close of business on the Closing Date , which may be a positive or a negative amount ;
“Excess Regulatory Capital Statement”	means the statement of Excess Regulatory Capital to be prepared in accordance with ‎ Schedule 4;
“Exchange Act”	means the United States Securities Exchange Act of 1934;
“Exchange Rate”	means the closing mid-point rate for a transaction between the two currencies in question as quoted in the Financial Times published in London;
“Expert”	means a firm of chartered accountants of international repute agreed by the Seller and the Buyer which is independent of the parties and has suitable experience of dealing with completion accounts disputes or, in default of agreement, appointed in accordance with paragraph ‎ 6 of ‎ Part A of ‎ Schedule 4;
“Extraordinary Capex”	has the meaning given in Clause ‎ 5.6;
“FCA”	means the Financial Conduct Authority;
“Final Payment”	means the Closing Payment as adjusted in accordance with Clause ‎ 7 and ‎ Schedule 4;
“Final Payment Date”	means five Business Days after the date on which the process described in paragraph ‎ 3 of ‎ Schedule 6 for the preparation of the Closing Statement is complete;
“FSA”	means the Financial Services Act 2012;
“FSMA”	means the Financial Services and Markets Act 2000;
“Fundamental Warranties”	means the warranties set out in paragraphs ‎ 1, ‎ 2.1, ‎ 2.5, ‎ 8(a),

	‎ 8(b) and ‎ 8(c) of ‎ Part A of ‎ Schedule 5 given pursuant to Clause ‎ 9;
“Fundamental Warranty Claim”	means a claim for breach of any of the Fundamental Warranties ;
“Group”	in relation to a company, that company, its Subsidiaries, any company of which it is a Subsidiary (its holding company) and any other Subsidiaries of any such holding company (and each company in a Group is a member of the Group);
“Harm”	means harm to the Environment, and in the case of man, this includes offence caused to any of his senses or harm to his property;
“Hazardous Substances”	means any material, substances or organism which, alone or in combination with others, is capable of causing Harm, including radioactive substances and materials containing asbestos;
“IIROC”	means the Investment Industry Regulatory Organization of Canada;
“Indebtedness”	means, in relation to any person, all loans or other financing liabilities or obligations in the nature of borrowings including: (i) by way of debt or inventory financing or sale and leaseback arrangements; (ii) finance leases; (iii) the principal amount of bills, bonds, notes, debentures or loan stock; (iv) all derivative instruments (including any interest or currency protection, hedging or financial future transactions) at fair market value; (v) any letter of credit, indemnity, performance bonds, guarantee or similar assurance against the financial loss of any other person, in any such case falling outside the ordinary course of business; (vi) any deferred consideration in relation to any acquisition of any business, asset or undertaking; (vii) overdrafts and any other liabilities of a funding nature; (viii) any break fees, prepayment fees or other costs, expenses or penalties relating to the termination or repayment of any of the above, together with interest accrued; (ix) any bonuses payable to any employee of any Target Company as a result of Closing; (x) unpaid bonuses payable to any employee of any Target Company in respect of any financial year ended on a date prior to the date of this Agreement; (xi) accrued but unpaid costs associated with the transactions contemplated in the Transaction Documents; (xii) unpaid dividends; (xiii) non-segregated client cash balances calculated as part of trade

	creditors in the Accounts or in the Closing Statement; (xiv) unpaid redundancy costs; and (xv) any provision or reserve included as a specific line item in the form of the Closing Statement as set out in ‎ Part C of ‎ Schedule 4;
“Indemnity Claim”	means any claim for indemnification pursuant to ‎ Schedule 14 ;
“Intellectual Property Rights ”	means: (i) inventions, whether or not patentable, reduced to practice or made the subject of one or more pending patent applications; (ii) national and multinational statutory invention registrations, patents and patent applications (including all reissues, divisions, continuations, continuations-in-part, extensions and reexaminations thereof) registered or applied for in any and all jurisdictions, and all improvements to the inventions disclosed in each such registration, patent or patent application; (iii) trademarks, service marks, trade dress, logos, domain names, trade names and corporate names (whether or not registered) in any and all jurisdictions, including all variations, derivations, combinations, registrations and applications for registration of the foregoing and all goodwill associated therewith; (iv) copyrights (whether or not registered) and registrations and applications for registration thereof in any and all jurisdictions, including all derivative works, moral rights, renewals, extensions, reversions or restorations associated with such copyrights, now or hereafter provided by Applicable Law, regardless of the medium of fixation or means of expression; (v) computer software (including source code, object code, firmware, operating systems and specifications) (“ Software ”); (vi) trade secrets and, whether or not confidential, business information (including pricing and cost information, business and marketing plans and customer and supplier lists) and know-how (including manufacturing and production processes and techniques and research and development information); (vii) industrial designs (whether or not registered); (viii) databases and data collections; (ix) any other type of proprietary intellectual property right; (x) copies and tangible embodiments of any of the foregoing, in whatever form or medium; (xi) all rights to obtain and rights to apply for patents, and to register trademarks and copyrights; (xii) all rights in all of the foregoing provided by treaties, conventions and common law; and (xiii) all rights to sue or recover and retain damages and costs and attorneys’ fees for past, present and future infringement or misappropriation of any of the foregoing;
“IT Contracts”	has the meaning given in paragraph ‎ 21.1 of ‎ Part A of ‎ Schedule 5;

“IT System”	has the meaning given in paragraph ‎ 21.1 of ‎ Part A of ‎ Schedule 5;
“Know-how”	means confidential and proprietary industrial and commercial information and techniques in any form including (without limitation) drawings, formulae, test results, reports, project reports and testing procedures, instruction and training manuals, tables of operating conditions, market forecasts, lists and particulars of customers and suppliers;
“LIBOR”	means the overnight London Interbank Offered Rate administered by ICE Benchmark Administration Limited as quoted on a reputable information service;
“Licence to Assign”	has the meaning given in paragraph ‎ 1 of ‎ Part B of ‎ Schedule 12;
“Licence to Underlet”	has the meaning given in paragraph ‎ 1 of ‎ Part B of ‎ Schedule 12;
“Long Stop Date”	means 5:00 p.m. on the date falling 180 days after the date of this Agreement, or such other later time and date as may be agreed in writing by the Buyer and the Seller;
“Losses”	means all losses, liabilities, claims, demands, costs (including without limitation reasonable legal costs and experts’ and consultants’ fees), charges, expenses, actions and proceedings;
“Management Accounts”	means the unaudited consolidated balance sheet and the unaudited consolidated profit and loss account of the Company and its Subsidiaries (including, in each case, any notes on them) for the period of six months ended 30 September 2014 (copies of which are in the Data Room);
“MAS”	means the Monetary Authority of Singapore;
“Material Contract”	has the meaning given in paragraph ‎ 15.1 of ‎ Part A of ‎ Schedule 5;
“Ordinary Shares”	means ordinary shares of £0.01 each in the capital of the Company;
“Preference Shares”	means Non-voting Redeemable Preference Shares of £1 each in the capital of the Company;
“Previously owned Land and Buildings”	has the meaning given in paragraph ‎ 24.1 of ‎ Part A of ‎ Schedule 5;
“Properties”	has the meaning given in paragraph ‎ 24.1 of ‎ Part A of ‎ Schedule 5;
“Proxy Statement”	means the proxy statement/prospectus, or any amendment

	or supplement thereto, to be sent to the stockholders of the Buyer in connection with the transactions contemplated by this Agreement;
“Purchase Price”	means the purchase price for the Shares to be paid by the Buyer to the Seller in accordance with Clause ‎ 3 ;
“Registration Rights Agreement”	means the registration rights agreement , in the agreed form, to be dated on or about the Closing Date;
“Regulatory Capital Adjustment”	means the amount calculated in accordance with ‎ Schedule 15, which may be a positive or a negative amount;
“Relief”	has the meaning given to it in ‎ Schedule 13;
“SEC”	means the United States Securities and Exchange Commission;
“Securities Act”	means the United States Securities Act of 1933;
“Seller Adjustment Payment”	has the meaning given in Clause ‎ 17.4;
“Seller Claim”	means a claim for breach of any of the Buyer’s Warranties;
“Seller Obligation”	means any warranty or undertaking to reimburse or indemnify (including any covenant to pay pursuant to the Tax Covenant) or any guarantee in respect thereof given by the Seller or the Seller’s Guarantor or IPGL (if applicable) under this Agreement;
“Seller’s Account”	means the bank account designated by the Seller by notice in writing to the Buyer, which notice shall be delivered no later than five Business Days prior to Closing ;
“Seller’s Accountants”	has the meaning given in paragraph ‎ 1 of ‎ Part A of ‎ Schedule 4;
“Seller’s Lawyers” :	means Macfarlanes LLP of 20 Cursitor Street, London EC4A 1LT, United Kingdom;
“Seller’s Warranties”	means the Fundamental Warranties, the Business Warranties and the Tax Warranties, and “ Seller’s Warranty ” means any one of them ;
“Shares”	means: (a) as at the date of this Agreement, the entire issued share capital of the Company as at the date of this Agreement, being: (i) 7,803,258 Ordinary Shares; and (ii) 76,638,450 Preference Shares , all of which are fully paid ; and (b) as at Closing, the entire issued share capital of the Company as at the Closing Date;
“Specified Debts”	means the loans listed in ‎ Schedule 18;
“Stockholders’ Agreement”	means the stockholders’ agreement, in the agreed form, to

	be dated on or about the date of this Agreement;
“Subsidiary”	means in relation to a company (the holding company), any company in which the holding company (or persons acting on its behalf) directly or indirectly holds or controls either: (i) a majority of the voting rights exercisable at shareholder meetings of that company; or (ii) the right to appoint or remove a majority of its board of directors, and any company which is a Subsidiary of another company is also a Subsidiary of that company’s holding company;
“Target Companies”	means the Company and the Subsidiaries of the Company listed in ‎ Part B of ‎ Schedule 1 and “ Target Company ” means any one of them;
“Tax” or “Taxation”	has the meaning given in paragraph ‎ 1 of ‎ Part A of ‎ Schedule 13;
“Tax Authority”	has the meaning given in paragraph ‎ 1 of ‎ Part A of ‎ Schedule 13;
“Tax Claim”	has the meaning given in paragraph ‎ 1 of ‎ Part A of ‎ Schedule 13;
“Tax Covenant”	means the tax covenant set out in ‎ Part B of ‎ Schedule 13;
“Tax Covenant Claim”	means a claim under the Tax Covenant;
“Tax Warranties ”	means the warranties in ‎ Part B of ‎ Schedule 5;
“Tax Warranty Claim”	means a claim for breach of any of the Tax Warranties;
“Third Party”	means any person other than: (a) a member of any Target Company’s Group; or (b) a member of the Seller’s Group;
“Third Party Claim”	has the meaning given in ‎ Schedule 7;
“Third Party Debt”	means the aggregate amount of Indebtedness of the Target Companies as at the close of business on the Closing Date but excluding Excess Cash, Connected Debt and Working Capital;
“Transaction Announcement”	means the press release to be prepared by the Buyer and released following execution of this Agreement and the related investor presentation;
“Transaction Documents”	means this Agreement, the Disclosure Letter, the Escrow Agreement, the Stockholders’ Agreement, the Convertible Note Indenture and the Registration Rights Agreement;
“Transfer Agent”	means The Bank of New York Mellon;
“VAT”	means value added tax or any other sales or turnover tax of any relevant jurisdiction, and “ VAT legislation ” means any relevant enactments in relation to VAT and all notices provisions and conditions made or issued thereunder

	including the terms of any agreement reached with any relevant Tax Authority;
“Waste”	means any waste, including any by-product of an industrial process and anything that is discarded, disposed of, spoiled, abandoned, unwanted or surplus, irrespective of whether it is capable of being recovered or recycled or has any value.
“Working Capital”	means the amount calculated in accordance with Part D of ‎ Schedule 4, as set out in the Closing Statement;
“Working Capital Adjustment”	means the Estimated Working Capital minus the Working Capital Target, which may be a positive or a negative amount;
“ Working Capital Statement”	means the statement of Working Capital to be prepared in accordance with ‎ Schedule 4; and
“Working Capital Target”	means £24,454,189.

1.2.	Headings in this Agreement are included for convenience only and shall not affect its interpretation.

1.3.	References to the Introduction, Clauses and Schedules are to the Introduction, Clauses and Schedules of this Agreement and references to paragraphs are to paragraphs of the relevant Schedule.

1.4.	Unless the context otherwise requires, words in the singular include the plural and vice versa. References to any gender shall include all genders.

1.5.	A person includes an individual, a body corporate, unincorporated association, trust or partnership, in each case whether or not having a separate legal personality and whenever and however incorporated or established.

1.6.

The expressions “company”, “holding company”, “parent undertaking”, “subsidiary undertaking” and “subsidiary” shall have the same meanings in this Agreement as in the Companies Act 2006 save that a company shall be treated, for the purposes only of the membership requirement contained in subsections 1159(1)(b) and (c) of the Companies Act 2006, as a member of another company even if its shares in that other company are registered in the name of (a) another person (or its nominee) by way of security or in connection with the taking of security, or (b) its nominee.

1.7.	A reference to any party shall include that party’s personal representatives, successors and permitted assigns.

1.8.	References to a statute, statutory provision or subordinate legislation is a reference to it as from time to time amended, consolidated or re-enacted and includes all subordinate legislation made from time to time under it.

1.9.	Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.10.

References to books, records or other information mean books, records or other information in any form including paper, electronically stored data, magnetic media, film and microfilm.

1.11.

Save as otherwise provided in this Agreement, “writing” or “written” includes faxes and email.

1.12.

The words “connected” and “controlled” shall be construed in accordance with the provisions of sections 1122 and 1124 of the Corporation Tax Act 2010 respectively.

1.13.

Documents “in agreed form” are documents in the form agreed by the Buyer and the Seller and initialled for the purpose of identification by them or on their behalf or as otherwise evidenced in writing as being in agreed form by communications between the parties or their legal advisers.

1.14.

References to dates and times are unless otherwise stated to London dates and times; references to a day are to a period of 24 hours running from midnight on the previous day.

1.15.

Any reference to an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England be deemed to include a reference to what most nearly corresponds to the English legal term in that jurisdiction.

1.16.

References to this Agreement and any document referred to in this Agreement include this Agreement or such document as amended or varied in accordance with its terms.

2.	Sale and Purchase

2.1.	On the terms of this Agreement and subject to the Conditions, the Seller agrees to sell and the Buyer agrees to purchase the Shares with effect from Closing.

2.2.	The Shares are sold with full title guarantee together with all rights that attach, or may in the future attach, to them (including, in particular, the right to receive all dividends and distributions declared, made or paid on or after the date of Closing).

2.3.	The Seller:

(a)

has the right to sell the Shares on the terms set out in this Agreement; and

(b)

sells the Shares free from all Encumbrances.

2.4.

The Seller confirms to the Buyer that no commitment has been given to create an Encumbrance affecting the Shares (or any unissued shares or debentures or other unissued securities of the Company), or for the Company to issue any share capital and no person has claimed any rights in connection with any of those things.

2.5.	The Seller waives any and all rights of pre-emption over any of the Shares and shall procure that on or prior to Closing any and all rights of pre-emption over the Shares are waived irrevocably by any persons entitled to them.

2.6.	The Buyer is not obliged to complete the purchase of any of the Shares unless the purchase of all the Shares is completed simultaneously.

3.	Purchase Price

3.1.	Subject to adjustment in accordance with the terms of this Agreement, the Purchase Price is:

(a)

the Escrow Cash;

(b)

the Final Payment;

(c)

the Consideration Shares; and

(d)

the Convertible Notes.

3.2.	The Purchase Price shall be paid in accordance with Clause ‎ 6.

3.3.	The Consideration Shares shall be issued, each credited as fully paid, with the same rights and ranking equally in all respects with the Buyer’s Shares.

3.4.	The Convertible Notes shall be issued on and subject to the terms of the Convertible Note Indenture.

3.5.

If any payment is made by the Seller to the Buyer, or (as the case may be) by the Buyer to the Seller, in respect of any claim for any breach of this Agreement or pursuant to an indemnity or payment covenant under this Agreement, the payment shall, to the extent possible, be made by way of adjustment of the Purchase Price paid by the Buyer for the Ordinary Shares under this Agreement and the Purchase Price shall be deemed to have been reduced or increased (as the case may be) by the amount of such payment.

4.	Conditions

4.1.	The agreement to sell and purchase the Shares pursuant to this Agreement is conditional on the following Conditions having been satisfied or waived in accordance with this Agreement on or before the Long Stop Date:

(a)

the FCA having approved (including, for the avoidance of doubt, circumstances where the FCA is treated as having approved pursuant to section 189(6) of FSMA) the acquisition of control of City Index Limited by the Buyer (as well as any person that owns a direct or indirect equity interest in the Buyer that would also acquire control within the meaning of Part XII of FSMA) and if such approval is given with conditions, such conditions would not materially adversely affect the ability of City Index Limited to carry on its business as carried on at the date of this Agreement;

(b)

the MAS having provided written approval in satisfaction of the requirements in section 97A of the Securities and Futures Act (Chapter 289 of Singapore) and any other condition(s) in the capital markets services licence of City Index Asia Pte Limited, and if such approval is given with conditions, such conditions would not materially adversely affect the ability of City Index Asia Pte Limited to carry on its business as carried on at the date of this Agreement;

(c)

the Buyer having received all approvals required by section 11.10 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations and IIROC Dealer Member Rule 5.4.;

(d)

no communication (whether verbally or in writing) from the ASIC having been received by the Buyer or City Index Australia Pty Limited before the earlier of: (i) six months from submission of notification to ASIC of the transaction contemplated by this Agreement; and (ii) the satisfaction of the last of the Conditions set out in Clause ‎ 4.1(a), ‎ 4.1(b), ‎ 4.1(c), to the effect that the ASIC has any material objection or concern in connection with the transaction contemplated by this Agreement, or which suggests that the ASIC may do, or refrain from doing, anything which may have a material adverse impact on the licences or authorisations of the Buyer or City Index Australia Pty Limited in Australia;

(e)

the receipt of the Buyer Stockholder Approval; and

(f)

the grant of a Licence to Assign or Licence to Underlet in accordance with Part B of ‎ Schedule 12,

each a “ Condition ” and together, the “ Conditions ”.

4.2.	The Conditions set out in Clauses ‎ 4.1(a), ‎ 4.1(b), ‎ 4.1(c), ‎ 4.1(d) and ‎ 4.1(e) may only be waived by the Buyer and the Seller acting together. The Condition set out in Clause ‎ 4.1(f) may only be waived by the Buyer.

4.3.

The Buyer shall use all reasonable endeavours (at its own expense) to satisfy or procure the satisfaction of the Conditions set out in Clauses ‎ 4.1(a), ‎ 4.1(b), ‎ 4.1(c), ‎ 4.1(d) and ‎ 4.1(e) as soon as reasonably practicable and in any event no later than the Long Stop Date and shall notify the Seller as soon as reasonably practicable after it becomes aware of the satisfaction of such Conditions.

4.4.

If the Condition set out in Clause ‎ 4.1(e) has not been satisfied by the Long Stop Date as a result of the stockholders of the Buyer having rejected the issuance of the Consideration Shares and the Convertible Notes as part of the Purchase Price at the Buyer Stockholder Meeting, then the Buyer shall as soon as reasonably practicable, but in any event no later than 10 Business Days after the Long Stop Date, pay US$1,000,000 by wire transfer of immediately available funds to the Seller’s Account and the Buyer shall take all steps necessary to comply with its obligations under Clause ‎ 21 and Clause ‎ 22.

4.5.	The Buyer shall assume primary responsibility for communicating with the FCA , the MAS, the ASIC and IIROC in order to procure the satisfaction of the Conditions set out in Clauses ‎ 4.1(a), ‎ 4.1(b), ‎ 4.1(c) and ‎ 4.1(d) and in connection with this purpose:

(a)

the Seller shall as soon as reasonably practicable provide the Buyer and the FCA, the MAS, the ASIC and IIROC with any necessary information and documents reasonably required by the Buyer or such relevant authority for the purpose of making any submissions, notifications and filings to such relevant authority;

(b)

the Seller shall before sending any communication to the FCA, the MAS, the ASIC or IIROC consult with the Buyer; and

(c)

the Seller shall as soon as reasonably practicable provide the Buyer with copies of all correspondence received by it from, or sent by it to, the FCA, the MAS, the ASIC or IIROC.

4.6.

The Seller shall, and shall cause the Company to: (a) use all reasonable endeavours to furnish such financial and operating data and all other information concerning the Seller, the Company and members of their respective Groups (including financial statements and audit work papers) as soon as reasonably practicable; (b) instruct its employees, auditors, legal counsel and other advisors and representatives to cooperate with the Buyer; and (c) provide such other assistance, in each case as may be reasonably requested by the Buyer in connection with the preparation, filing and distribution of the Proxy Statement. If the Seller becomes aware that any financial or operating data or other information furnished to the Buyer pursuant to this Clause ‎ 4.6 is inaccurate or out of date, the Seller shall as soon as reasonably practicable notify the Buyer of the same and provide the Buyer with the corrected or updated data or information.

4.7.	As soon as reasonably practicable after the date hereof, the Buyer shall prepare and file the Proxy Statement with the SEC. Subject always to compliance by the Seller with Clause ‎ 4.6, the Buyer shall use all reasonable endeavours to:

(a)

procure that the Proxy Statement is submitted to the SEC for approval as soon as reasonably practicable;

(b)

cause the Proxy Statement to be mailed to its stockholders as soon as reasonably practicable after the Proxy Statement is approved for mailing by the SEC; and

(c)

ensure that the Proxy Statement complies in all material respects with the rules and regulations promulgated by the SEC under the Exchange Act.

4.8.

The Buyer shall (at its own expense) cause a meeting of its stockholders (“ Buyer Stockholder Meeting ”) to be duly called and held as soon as reasonably practicable following approval of the Proxy Statement by the SEC for the purpose of voting approval of the issuance of the Consideration Shares and the Convertible Notes as part of the Purchase Price (such stockholder approval, the “ Buyer Stockholder Approval ”). The board of directors of the Buyer shall: (a) subject to its fiduciary duties, recommend to the Buyer’s stockholders their approval of such issuance of the Consideration Shares and the Convertible Notes and use all reasonable endeavours to obtain the Buyer Stockholder Approval; and (b) otherwise comply with all legal requirements applicable to such meeting. For the avoidance of doubt, if the board of directors of the Buyer determines that making the recommendation described in the foregoing Clause ‎ 4.8(a) would be inconsistent with its fiduciary duties, it can fail to make, withdraw or modify its recommendation.

4.9.

The Seller shall use all reasonable endeavours at its own expense to satisfy or procure the satisfaction of the Condition set out in Clause ‎ 4.1(f) as soon as reasonably practicable and in any event no later than the Long Stop Date and shall notify the Seller as soon as reasonably practicable after it becomes aware of the satisfaction of such Condition.

4.10.

Each of the Seller and the Buyer undertakes to disclose in writing to the other anything which will or may prevent any of the Conditions from being satisfied or waived on or prior to the Long Stop Date immediately after it comes to its attention.

4.11.

If any of the Conditions has not been satisfied or waived in accordance with this Agreement by the Long Stop Date, this Agreement shall cease to have effect immediately after that time on that date except for:

(a)

the provisions mentioned in Clause ‎ 4.12; and

(b)

any rights or liabilities that have accrued under this Agreement, including any liability to make payment under Clause ‎ 4.4.

4.12.

The provisions of Clauses ‎ 21, ‎ 22, ‎ 27 and ‎ 39 shall continue to have effect, notwithstanding failure to waive or satisfy the Conditions.

5.	Pre-Closing Obligations

5.1.

From the date of this Agreement until Closing, the Seller undertakes to the Buyer to procure that the business of the Target Companies shall be conducted in the normal course in the same manner as the business has been carried out before the date of this Agreement and undertakes to comply and to procure compliance with the obligations set out in ‎ Schedule 2. The Seller shall notify the Buyer immediately of any matter which is or may be a breach of ‎ Schedule 2.

5.2.	Prior to Closing the Seller shall, and shall procure that the Target Companies shall, to the fullest extent permissible by applicable law or regulation:

(a)

collaborate with the Buyer in relation to all material matters concerning the running of the Business; and

(b)

allow the Buyer and its agents, upon reasonable notice and at the Buyer’s expense, reasonable access to, and to take copies of, the books, records and documents of or relating in whole or in part to the Business, provided that the obligations of the Seller under this Clause shall not extend to allowing access to information which is reasonably regarded as confidential to the activities of the Seller or its direct or indirect shareholders otherwise than in relation to the Business.

5.3.	No later than five Business Days prior to the anticipated Closing Date, the Seller shall prepare, or cause to be prepared, and deliver to the Buyer:

(a)

a written statement prepared in accordance with the paragraph ‎ 2 of ‎ Part A of ‎ Schedule 4 and in a form substantially similar to the form of the Closing Statement (the “ Estimated Statement ”) that shall set forth:

(i)

a good faith estimate of Working Capital (the “ Estimated Working Capital ”);

(ii)

a good faith estimate of Excess Cash (the “ Estimated Excess Cash ”);

(iii)

a good faith estimate of Third Party Debt (the “ Estimated Third Party Debt ”);

(iv)

a good faith estimate of Connected Payables (the “ Estimated Connected Payables ”);

(v)

a good faith estimate of Connected Receivables (the “ Estimated Connected Receivables ”); and

(vi)

a good faith estimate of Excess Regulatory Capital (the “ Estimated Excess Regulatory Capital ”); and

(b)

copies of such documents, underlying source data, trial balances and other information used by the Seller in the preparation of the Estimated Statement and the calculation of the amounts contained therein.

5.4.

If requested by the Buyer, the Seller shall as soon as reasonably practicable discuss in good faith the contents of the Estimated Statement with the Buyer and, in the event the Buyer disagrees with the Estimated Statement or the calculation of the amounts contained therein, the Buyer and the Seller shall use all reasonable efforts to resolve such disagreement no later than two Business Days prior to the anticipated Closing Date. For the avoidance of doubt, where the Buyer and the Seller have:

(a)

agreed to amend the content of the Estimated Statement following discussions under this Clause ‎ 5.4, the Estimated Statement shall, for the purposes of this Agreement, be the amended Estimated Statement in the agreed form;

(b)

failed to reach agreement under this Clause ‎ 5.4, the Estimated Statement shall, for the purposes of this Agreement, be the original Estimated Statement provided by the Seller pursuant to Clause ‎ 5.3.

5.5.

All items in the Estimated Statement and the Working Capital Target shall be converted from Pounds Sterling to US dollars at the Exchange Rate on the date preceding the Closing Date (or, if no such rate is quoted on that date, on the preceding date on which such rate is quoted) and, for the avoidance of doubt, each of the Estimated Excess Cash Less Third Party Debt, the Estimated Working Capital, the Working Capital Target, the Estimated Connected Debt and the Estimated Excess Regulatory Capital shall be expressed in US dollars for the purposes of calculating the Closing Payment.

5.6.	No later than three Business Days prior to the anticipated Closing Date, the Seller shall prepare, or cause to be prepared, and deliver to the Buyer evidence to the satisfaction of the Buyer (acting in good faith) of:

(a)

the aggregate amount of capital expenditure actually incurred by the Company in respect of items of capital expenditure set out in the Agreed Budget during the period from and including the date of this Agreement to and including the date falling five Business Days prior to the anticipated Closing Date (such amount being the “ Actual Capex ”).

(b)

the aggregate amount of capital expenditure actually incurred by the Company in respect of items of capital expenditure which are not set out in the Agreed Budget and which have been approved by the Buyer in writing during the period from and including the date of this Agreement to and including the date falling five Business Days prior to the anticipated Closing Date (such amount being the “ Extraordinary Capex ”).

Closing

6.1.	Closing shall take place on the Closing Date at 10:00 a.m. at the offices of the Seller’s Lawyers (or at such other place or time as agreed in writing by the Buyer and the Seller).

6.2.	At Closing the Seller shall:

(a)

transfer the Shares in such form as is necessary for the Buyer to establish legal ownership in accordance with English law;

(b)

deliver or procure delivery of all other documents identified in paragraph ‎ 1 of ‎ Part A of ‎ Schedule 3; and

(c)

procure that a meeting of each Target Company is held at which the business identified for the meetings in paragraph ‎ 2 of ‎ Part A of ‎ Schedule 3 is conducted.

6.3.	At Closing the Buyer shall:

(a)

pay the Closing Payment by wire transfer of immediately available funds to the Seller’s Account;

(b)

pay the Escrow Cash by wire transfer of immediately available funds to the Escrow Account; and

(c)

deliver or procure the delivery of all other documents identified in paragraph ‎ 1 of ‎ Part B of ‎ Schedule 3 as documents to be delivered by the Buyer at Closing.

6.4.	Payment of the Closing Payment and the Escrow Cash by wire transfer and delivery of certificates for the Consideration Shares and the Convertible Notes in accordance with Clause ‎ 6.3 shall constitute payment of the Purchase Price and shall discharge the obligations of the Buyer under Clause ‎ 2.1.

6.5.	If the Seller does not comply with Clause ‎ 6.2 in any material respect the Buyer may, without prejudice to any other rights it has:

(a)

proceed to Closing as far as practicable (without limiting its rights under this Agreement);

(b)

defer Closing; or

(c)

terminate this Agreement by notice to the Seller.

6.6.	The Buyer may defer Closing under Clause ‎ 6.5(b) only once, but otherwise Clause ‎ 6.5(b) shall apply to a Closing deferred under that clause as it applies to a Closing that has not been deferred.

7.	Adjustment of Purchase Price

7.1.	The Final Payment shall be the Closing Payment:

(a)

plus the amount (if any) by which the Working Capital (as extracted from the Working Capital Statement) exceeds the Estimated Working Capital, or minus the amount (if any) by which the Working Capital is less than the Estimated Working Capital;

(b)

minus the amount (if any) by which the Connected Debt (as extracted from the Connected Debt Statement) exceeds the Estimated Connected Debt, or plus the

amount (if any) by which the Connected Debt is less than the Estimated Connected Debt ; and

(c)

plus the amount (if any) by which the Regulatory Capital Adjustment exceeds the Estimated Regulatory Capital Adjustment, or minus the amount (if any) by which the Regulatory Capital Adjustment is less than the Estimated Regulatory Capital Adjustment.

7.2.	Within five Business Days, starting on the day after agreement or determination of the Closing Statement in accordance with ‎ Schedule 4:

(a)

if the Final Payment exceeds the Closing Payment, the Buyer shall pay to the Seller an amount equal to the excess by wire transfer of immediately available funds to the Seller’s Account; or

(b)

if the Closing Payment exceeds the Final Payment, the Seller shall repay to the Buyer an amount equal to the excess by wire transfer of immediately available funds to the account designated by the Buyer by notice in writing to the Seller.

7.3.

The Buyer may deduct from any payment under Clause ‎ 7.2(a) an amount equal to the estimate referred to in Clause ‎ 7.4 in respect of any Claim, Indemnity Claim or Tax Covenant Claim (as the case may be) which is subsisting and has not been settled in full by the Seller at the time that the payment under Clause ‎ 7.2(a) is due to be paid (the “ Withholding Amount ”), and, within 10 Business Days of the settlement or withdrawal of any Claim, Indemnity Claim or Tax Covenant Claim (as the case may be) in respect of which a Withholding Amount has been withheld by the Buyer:

(a)

if the Withholding Amount exceeds the settled amount (if any) of such Claim, Indemnity Claim or Tax Covenant Claim (as the case may be), the Buyer shall pay to the Seller the amount of such excess; or

(b)

if the settled amount (if any) of such Claim, Indemnity Claim or Tax Covenant Claim (as the case may be) exceeds the Withholding Amount, the Seller shall pay to the Buyer the amount of such excess.

7.4.

The estimate is the Buyer’s estimate in good faith, based on the advice of its legal counsel, of the quantum of the damages or the indemnification amount which may be awarded to or be due to the Buyer in respect of the relevant Claim, Indemnity Claim or Tax Covenant Claim (as the case may be). The Buyer shall prepare, or cause to be prepared, and deliver to the Seller copies of such advice, underlying source data or other information used by the Buyer in its calculation of the estimate, provided that the Buyer shall not be under any obligation to provide the Seller with a copy of any document or information which is or may be legally privileged or subject to any confidentiality obligations (provided that the Buyer shall use reasonable endeavours to be released from any such confidentiality obligations for the provision of such document or information to the Seller).

7.5.

If requested by the Seller, the Buyer shall as soon as reasonably practicable discuss in good faith the Buyer’s estimate referred to in Clause ‎ 7.3 with the Seller and, in the event the Seller disagrees with the estimate, the Buyer and the Seller shall use all reasonable efforts to resolve such disagreement within five Business Days. For the avoidance of doubt, where the Buyer and the Seller have:

(a)

agreed to amend the estimate following discussions under this Clause ‎ 7.5, the estimate shall, for the purposes of Clause ‎ 7.3, be the amount agreed by the Buyer and the Seller following discussions under this Clause ‎ 7.5; or

(b)

failed to reach agreement in accordance with this Clause ‎ 7.5, the estimate shall, for the purposes of Clause ‎ 7.3, be the estimate referred to in Clause ‎ 7.4.

7.6.	A Claim, Indemnity Claim or Tax Covenant Claim (as the case may be) shall be regarded as settled or withdrawn for the purposes of Clause ‎ 7.3 if and to the extent that:

(a)

the Seller and the Buyer agree in writing that such Claim, Indemnity Claim or Tax Covenant Claim (as the case may be) has been settled or withdrawn; or

(b)

such Claim, Indemnity Claim or Tax Covenant Claim (as the case may be) has been finally determined by a court of competent jurisdiction from which no right of appeal exists, or from whose judgment the relevant party is debarred (by passage of time or otherwise) from making an appeal; or

(c)

such Claim, Indemnity Claim or Tax Covenant Claim (as the case may be) has been withdrawn by the Buyer or has otherwise been struck out, discontinued or dismissed (in which case such Claim, Indemnity Claim or Tax Covenant Claim (as the case may be) shall, for the purposes of Clause ‎ 7.3, be treated as having been settled for no sum and all of the Withholding Amount in respect of such Claim, Indemnity Claim or Tax Covenant Claim (as the case may be) shall be payable to the Seller in accordance with Clause ‎ 7.3(a)); or

(d)

the claim is a Tax Covenant Claim in respect of which payment is due in accordance with the terms of the Tax Covenant.

8.	Payment of Connected Debt

The provisions of ‎ Schedule 9 shall apply in respect of the payment of Connected Debt.

9.	Warranties from the Seller

9.1.	Subject to the limitation and qualifications set out in ‎ Schedule 7, the Seller warrants to the Buyer that each Seller’s Warranty is true, accurate and not misleading on the date of this Agreement.

9.2.

Each of the Fundamental Warranties shall be deemed to be repeated by the Seller in the terms set out in Clause ‎ 9.1 on the Closing Date by reference to the facts and circumstances subsisting at that day and any reference made to the date of this Agreement (whether express or implied) in relation to any Fundamental Warranty shall be construed, in relation to such repetition, as a reference to the Closing Date.

9.3.

Where any Seller’s Warranty is qualified by the expression “ so far as the Seller is aware ” or any similar expression, such Seller’s Warranty is deemed to be given to the best of the knowledge, information and belief of the Seller, and for these purposes the knowledge, information and belief of the Seller shall be deemed to be the knowledge, information and belief (after having made all reasonable enquiries) of any of Tina Kilmister-Blue, Chris Clothier, Nigel Rose, Michael Lear, Mark Preston, Sam Bryant, Simon Elvidge, Martine

Skinner, David Offen, Sophie Squillacioti, Kristen Zales, Bibi Ally, Ian Trussler, (in respect of the Seller’s knowledge, information and belief relating to City Index Australia Pty Limited only) David Hendricks and (in respect of the Seller’s knowledge, information and belief relating to City Index Asia Pte Limited only) Choh Tong Goh and Joo Hiong Yeo.

9.4.	Each of the Seller’s Warranties is separate and, unless specifically provided, is not limited by reference to any other Seller’s Warranty or anything in this Agreement.

9.5.	If at any time before or at the time of Closing the Seller becomes aware of anything which constitutes or which the Seller considers (acting in good faith) is likely to constitute a breach of any of the Seller’s Warranties, the Seller must as soon as reasonably practicable:

(a)

notify the Buyer in sufficient detail to enable the Buyer to make an accurate assessment of the situation; and

(b)

if requested by the Buyer, use all reasonable endeavours to prevent or remedy the notified occurrence.

9.6.

The Seller agrees that any information supplied by the Target Companies or by or on behalf of any of the employees, directors, agents or officers of the Target Companies to the Seller or its advisers in connection with the Seller’s Warranties and the information Disclosed or otherwise shall not constitute a warranty, representation or guarantee as to the accuracy of such information in favour of the Seller, and the Seller undertakes to the Buyer, the Target Companies and each such employee, director, agent or officer that it waives any and all claims which it might otherwise have against any of them in respect of such claims.

10.	Warranties from the Buyer

10.1.

Subject to the limitations and qualifications set out in ‎ Schedule 8, the Buyer warrants to the Seller that each Buyer’s Warranty is true, accurate and not misleading on the date of this Agreement.

10.2.

Each of the Buyer’s Warranties shall be deemed to be repeated by the Buyer on the Closing Date by reference to the facts and circumstances subsisting at that day and any reference made to the date of this Agreement (whether express or implied) in relation to any Buyer’s Warranty shall be construed, in relation to such repetition, as a reference to the Closing Date.

10.3.

Where any Buyer’s Warranty is qualified by the expression “ so far as the Buyer is aware ” or any similar expression, such Buyer’s Warranty is deemed to be given to the best of the knowledge, information and belief of the Buyer, and for these purposes the knowledge, information and belief of the Buyer shall be deemed to be the knowledge, information and belief (after having made all reasonable enquiries) of any of Glenn Stevens, Samantha Roady, Diego Rotsztain, Jeff Scott, Jason Emerson, Richard Bennett and Matthew McDonald.

11.	Tax Covenant

11.1.

The provisions of ‎ Part B of ‎ Schedule 13 apply in this Agreement with effect from Closing.

12.	Indemnities

12.1.

The provisions of ‎ Schedule 14 apply in this Agreement with effect from Closing.

13.	Seller’s Liability

The Seller’s liability in respect of any claims under or arising out of this Agreement shall, to the extent applicable, be subject to the limitations set out in ‎ Schedule 7 and (in respect of any Tax Covenant Claim) the limitations set out in ‎ Schedule 13, except that none of the limitations set out in ‎ Schedule 7 or ‎ Schedule 13 shall apply to any claim which arises as a consequence of fraud or fraudulent misrepresentation by the Seller or any of its agents or advisers.

14.	Right to Terminate

14.1.

If at any time prior to Closing the Buyer becomes aware of:

(a)

any fact, matter or event, which constitutes a Material Breach of a Seller’s Warranty; and/or

(b)

any fact, matter or event, which constitutes a Material Breach of any of the Seller’s undertakings contained in ‎ Schedule 2,

the Buyer shall be entitled (in addition to and without prejudice to all other rights or remedies available to it including the right to claim damages) to proceed to Closing so far as practicable having regard to the breaches that have occurred or, by notice in writing to the Seller, to elect to terminate this Agreement without any liability whatsoever to the Buyer.

14.2.

For the purposes of Clause ‎ 14.1, a “ Material Breach ” shall mean:

(a)

a breach of a Warranty which would entitle the Buyer to an amount in damages, following Closing, equal to or greater than US$5,000,000; or

(b)

a breach of any of the Seller’s undertakings contained in ‎ Schedule 2 which would entitle the Buyer to an amount in damages, following Closing, equal to or greater than US$5,000,000,

and in the case of a breach which shall be capable of remedy, where such breach is not remedied to the reasonable satisfaction of the Buyer prior to Closing.

14.3.

Any right of termination exercised pursuant to this Clause ‎ 14 shall automatically terminate this Agreement (other than Clauses ‎ 21, ‎ 22, ‎ 27 and ‎ 39) which shall continue in full force and effect) and no party shall have any claim against the other parties to this Agreement except in respect of any rights and liabilities of any party which have accrued prior to the Agreement terminating or in relation to the clauses of this Agreement which remain in force.

15.	INCAP Guarantee

15.1.

From and including Closing, in consideration of the Buyer agreeing to purchase the Shares on the terms set out in this Agreement, the Seller’s Guarantor hereby unconditionally and irrevocably guarantees to the Buyer that if the Seller does not pay any amount due under or in connection with this Agreement (including without limitation any amount due after a Claim, Indemnity Claim or Tax Covenant Claim (as the case may be) has become a Determined Claim), it shall immediately upon demand by the Buyer pay that amount as if it was the principal obligor.

15.2.

As an independent and primary obligation, without prejudice to Clause ‎ 15.1, from and including Closing the Seller’s Guarantor unconditionally and irrevocably agrees to indemnify and keep indemnified the Buyer upon demand from and against all and any Losses suffered or incurred by the Buyer and arising from failure of the Seller to pay any amount due under or in connection with this Agreement (including without limitation any amount due after a Claim, Indemnity Claim or Tax Covenant Claim (as the case may be) has become a Determined Claim).

15.3.

The guarantee under this Clause ‎ 15 is a continuing guarantee and accordingly is to remain in force until the earliest of: (a) the date on which all obligations of the Seller having been performed or satisfied, regardless of any intermediate payment or discharge in whole or in part; (b) the date on which IPGL elects to give the guarantee under Clause ‎ 16; and (c) the date falling on the seventh anniversary of the Closing Date, whereupon this guarantee shall cease to have any force and effect.

15.4.

The liability of the Seller’s Guarantor under this Clause ‎ 15 shall not be reduced, discharged or otherwise affected by:

(a)

any act, omission, matter or thing which would have reduced, discharged or affected the liability of the Seller’s Guarantor under this Clause ‎ 15; or

(b)

anything done or omitted by any person which, but for this provision, might exonerate or discharge the Seller’s Guarantor or otherwise reduce or extinguish its liability under the guarantee in this Clause ‎ 15.

15.5.

If any payment by the Seller, or any discharge given by the Buyer, is avoided or reduced as a result of the winding-up, liquidation, insolvency or other similar event of the Seller, the liability of the Seller and Seller’s Guarantor shall continue as if the payment, discharge, avoidance or reduction had not occurred and the Buyer shall be entitled to recover the value or amount of that security or payment. The Seller’s Guarantor waives any right it may have of first requiring the Buyer (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from the Seller’s Guarantor under this Clause ‎ 15. This waiver applies irrespective of any law or any provision of a Transaction Document to the contrary.

15.6.

Until all amounts which may be or become payable by the Seller under or in connection with this Agreement have been irrevocably paid in full, and unless the Buyer otherwise directs in writing, the Seller’s Guarantor shall not exercise any rights (including without limitation any rights arising by way of set-off, counterclaim, subrogation, indemnity or otherwise) which it may have from or against the Seller, its liquidator, an administrator, co-guarantor or any other person by reason of performance by it of its obligations under this Clause ‎ 15.

15.7.

The guarantee under this Clause ‎ 15 is in addition to, without limiting and not in substitution for, any rights or security which the Buyer may now or after the date of this Agreement have or hold for the performance and observance of the obligations, commitments and undertakings of the Seller under or in connection with this Agreement.

15.8.

The total amount recoverable by the Buyer from the Seller’s Guarantor under this Clause ‎ 15 shall not exceed US$103,500,000.

16.	IPGL Guarantee

16.1.

At any time from and including the date that is 18 months after the Closing Date until the date that is seven years after the Closing Date (the “ Guarantee Period ”), in consideration of the Buyer agreeing to purchase the Shares on the terms set out in this Agreement, IPGL may (but shall have no obligation to) unconditionally and irrevocably elect by written notice to the Buyer, the Seller’s Guarantor and the Escrow Agent that it shall:

(a)

for so long as the Seller is in existence during the Guarantee Period:

(i)

unconditionally and irrevocably guarantee to the Buyer that if the Seller fails to pay any amount due under or in connection with this Agreement (including any amount due in respect of a Claim, Indemnity Claim or Tax Covenant Claim (as the case may be) that has become a Determined Claim), it shall immediately on demand pay that amount as if it was the principal obligor; and

(ii)

as an independent and primary obligation, without prejudice to the rest of this Clause ‎ 16.1(a), unconditionally and irrevocably indemnify and keep indemnified the Buyer upon demand from and against all and any Losses suffered or incurred by the Buyer and arising from failure of the Seller to pay any amount due under or in connection with this Agreement (including any amount due after a Claim, Indemnity Claim or Tax Covenant Claim (as the case may be) has become a Determined Claim); and

(b)

from and including the date on which the Seller ceases to exist until the end of the Guarantee Period, as an independent and primary obligation, unconditionally and irrevocably: (i) pay any amount due under or pursuant to this Agreement (including any amount due in respect of a Claim, Indemnity Claim or Tax Covenant Claim (as the case may be) that has become a Determined Claim); and (ii) indemnify and keep indemnified the Buyer upon demand from and against all and any Losses suffered or incurred by the Buyer and arising from the failure of the Seller to comply with any or all of its obligations, commitments and undertakings under or pursuant to this Agreement or arising from the termination of this Agreement,

provided in respect of each of Clauses ‎ 16.1(b)(i) and (ii), IPGL has all of the rights of the Seller to defend any claim that the Seller has or would have had were it in existence.

16.2.

If notice is served by IPGL pursuant to ‎ 16.1:

(a)

the guarantee under this Clause ‎ 16 is a continuing guarantee and accordingly is to remain in force until the earlier of: (i) all obligations of the Seller having been performed or satisfied, regardless of any intermediate payment or discharge in whole or in part; and (b) the end of the Guarantee Period;

(b)

the liability of IPGL under this Clause ‎ 16 (if applicable) shall not exceed US$103,500,000.

(c)

the liability of IPGL under this Clause ‎ 16 (if applicable) shall not be reduced, discharged or otherwise affected by:

(i)

any act, omission, matter or thing which would have reduced, discharged or affected the liability of IPGL under this Clause ‎ 16; or

(ii)

anything done or omitted by any person which, but for this provision, might exonerate or discharge IPGL or otherwise reduce or extinguish its liability under the guarantee in this Clause ‎ 16,

in each case, other than any express release, waiver or discharge agreed in writing by the Buyer and the Seller;

(d)

if any payment by the Seller, or any discharge given by the Buyer, is avoided or reduced as a result of the winding-up, liquidation, insolvency or other similar event of the Seller, the liability of the Seller and IPGL shall continue as if the payment, discharge, avoidance or reduction had not occurred and the Buyer shall be entitled to recover the value or amount of that security or payment. IPGL shall waive any right it may have of first requiring the Buyer (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from IPGL under this Clause ‎ 16. This waiver shall apply irrespective of any law or any provision of a Transaction Document to the contrary;

(e)

until all amounts which may be or become payable by the Seller under or in connection with this Agreement have been irrevocably paid in full, and unless the Buyer otherwise directs in writing, IPGL shall not exercise any rights (including without limitation any rights arising by way of set-off, counterclaim, subrogation, indemnity or otherwise) which it may have from or against the Seller, its liquidator, an administrator, co-guarantor or any other person by reason of performance by it of its obligations under this Clause ‎ 16; and

(f)

if elected to be given, the guarantee under this Clause ‎ 16 is in addition to, without limiting and not in substitution for, any rights or security which the Buyer may now or after the date of this Agreement have or hold for the performance and observance of the obligations, commitments and undertakings of the Seller under or in connection with this Agreement.

16.3.

For the avoidance of doubt, unless and until written notice is served by IPGL pursuant to Clause ‎ 16.1, IPGL shall have no liability whatsoever under or in respect of the Transaction Documents and the Buyer shall have no recourse against IPGL under or in respect of the Transaction Documents.

17.	Escrow Arrangements

17.1.

The Seller agrees that the Escrow Property shall be held in escrow for the benefit, and on behalf of, the Seller or (as applicable) a Permitted Transferee (as defined in the Stockholders’ Agreement) of the Seller under the Stockholders’ Agreement, and that any Escrow Property distributed from the Escrow Account (other than to the Buyer) shall be released in accordance with this Clause ‎ 17 and the provisions to be set out in the Escrow Agreement.

17.2.

Each of the Buyer, the Seller and the Seller’s Guarantor agrees that it shall use all reasonable endeavours to: (a) finalise the form of Escrow Agreement with the Escrow Agent as soon as reasonably practicable and in any event no later than 30 days after the date of this

Agreement; and (b) enter into the form of Escrow Agreement agreed with the Escrow Agent pursuant to this Clause ‎ 17.2 on or about the Closing Date.

17.3.

Each of the Buyer,the Seller and the Seller’s Guarantor agrees that in the event the Escrow Agreement is not entered into in accordance with Clause ‎ 17.2, the Escrow Property shall be held by the Seller and shall only be disposed of or released in accordance with the terms of ‎ Schedule 19.

17.4.

The parties acknowledge that it is the Seller’s (or, as the case may be, the Seller’s Guarantor’s) intention that any amounts due to the Buyer in connection with any claim under or arising out of this Agreement or any obligation of the Seller to pay the Buyer under this Agreement (including without limitation as a result of any adjustment to the Purchase Price pursuant to Clause ‎ 7.2(b) (a “ Seller Adjustment Payment ”)) will first be paid out of the Escrow Property held in the Escrow Account, in accordance with the Escrow Agreement. Notwithstanding the foregoing, nothing in this Clause ‎ 17 shall in any way limit or prejudice the Buyer’s ability to make any claim under or arising out of this Agreement.

17.5.

The Buyer, on the one hand, will be responsible for 50 per cent., and the Seller, on the other hand, will be responsible for 50 per cent., of the fees and expenses payable to the Escrow Agent from time to time and the Escrow Agent may deduct such amounts: (a) from the amount remaining in the Escrow Account in the case of any such amounts due to the Escrow Agent from the Seller; and (b) otherwise from the payments due to the Buyer and the Seller respectively in accordance with the terms of this Agreement.

18.	Protection of the Buyer’s Interests

18.1.

Subject to Clause ‎ 18.2, each of the Seller and the Seller’s Guarantor shall not, and (where applicable) shall procure that each other member of their respective Groups shall not, at any time during the period of two years beginning with the Closing Date, in any geographic areas in which any business of the Target Companies was carried on at or during the 12 month period immediately prior to the Closing Date carry on any business which would be in competition with any part of the Business as the Business was carried on at the Closing Date.

18.2.

Notwithstanding Clause ‎ 18.1, the Seller’s Guarantor and each other member of its Group shall be able to continue any business activity carried on by it as at the Closing Date whether or not such business activity is in competition with any part of the Business and such activity will not constitute a breach of the provisions of Clause ‎ 18.1.

18.3.

Each of the Seller and the Seller’s Guarantor shall not, and (where applicable) shall procure that each other member of their respective Groups shall not, at any time during the period of two years beginning with the Closing Date:

(a)

offer employment to, enter into a contract for the services of, or attempt to entice away from the Target Companies, any individual who is at the time of the offer or attempt, and was at the Closing Date, employed or directly engaged in an executive or managerial position with any Target Company; or

(b)

procure or facilitate the making of any such offer or attempt by any other person,

provided that this Clause ‎ 18.3 shall not restrict or otherwise prevent the Seller, the Seller’s Guarantor or any member of their respective Groups from employing or engaging any such

employee (other than Nigel Rose, Michael Lear and Kristen Zales) who has responded independently to a general (non-targeted) advertisement for the recruitment of an individual to provide such services placed by or on behalf of any of them.

18.4.

Each of the Seller and the Seller’s Guarantor shall not, and (where applicable) shall procure that each other member of their respective Groups shall not, at any time after Closing, use in the course of any business:

(a)

the words “City Index” or “FX Solutions” or “IFX Group” or “IFX Markets”; or

(b)

any trade or service mark, business or domain name, design or logo which, at Closing, was or had been used by any of the Target Companies; or

(c)

anything which is, in the reasonable opinion of the Buyer, capable of confusion with such words, mark, name, design or logo.

18.5.

The covenants in this Clause ‎ 18 are intended for the benefit of the Buyer and the Target Companies and apply to actions carried out by the Seller or the Seller’s Guarantor or any member of their respective Groups in any capacity and whether directly or indirectly, on behalf of the Seller or the Seller’s Guarantor or any member of their respective Groups, on behalf of any other person or jointly with any other person.

18.6.

Nothing in this Clause ‎ 18 prevents the Seller’s Guarantor or the Seller or any member of their respective Groups from holding, for investment purposes only, the Consideration Shares, the Convertible Notes and/or not more than five per cent. of any class of shares or securities of any company traded on a national securities exchange.

18.7.

Each of the covenants in this Clause ‎ 18 is a separate undertaking and shall be enforceable by the Buyer separately and independently of its right to enforce any one or more of the other covenants contained in this Clause ‎ 18. Each of the covenants in this Clause ‎ 18 is considered fair and reasonable by the parties but if any restriction is found to be unenforceable, but would be valid if any part of it were deleted or the period or area of application reduced, the restriction shall apply with such modifications as may be necessary to make it valid and enforceable.

19.

Insurance

19.1.

From the date of this Agreement until Closing, the Seller shall (and shall ensure that each member of the Seller’s Group shall) comply with all policies of insurance in respect of the Target Companies and their business and assets. If an insured event occurs before Closing in relation to any Target Company, the Seller shall use all reasonable endeavours to make recovery under the relevant policy prior to Closing. If requested to do so by the Buyer, the Seller shall (at the Buyer’s cost) assist the Buyer to arrange for the continuation or substitution of insurance coverage in relation to the Business after Closing.

19.2.

As soon as reasonably practicable after the date of this Agreement, the Seller shall use all reasonable endeavours to ensure that, to the extent permissible under each policy, the Buyer’s interest in the Target Companies is noted on the insurance policies of any member of the Seller’s Group which relate to the Target Companies (or any of their businesses or assets). If before Closing an insurance policy is renewed or a policy put in place to replace

or succeed it, the Seller shall ensure that the Buyer’s interest in the Target Companies is noted on the renewed, replacement or successor policy.

20.	Release of Guarantees

[This Clause is intentionally left blank.]

21.	Confidentiality

21.1.

Subject to Clause ‎ 21.5, each party shall treat as confidential all information received or obtained as a result of negotiating, entering into or performing this Agreement which relates to:

(a)

the provisions of this Agreement (including, for the avoidance of doubt, the circumstances giving rise to the Buyer’s liability to make payment under Clause ‎ 4.4);

(b)

the negotiations relating to this Agreement;

(c)

the subject matter of this Agreement; or

(d)

the other party, any member of its Group or any agent or subcontractor acting on its behalf,

and the Seller shall, from Closing, also treat as confidential all information relating to the Target Companies. No party shall use such information for any purpose other than to perform its obligations under this Agreement.

21.2.

Notwithstanding the other provisions of this Clause ‎ 21, the Buyer or the Seller may, after consultation with the Seller or the Buyer (as applicable) whenever practicable, disclose confidential information if and to the extent and, in the case of Clauses ‎ 21.2(a) to ‎ 21.2(d), to the minimum extent:

(a)

required by law or for the purpose of any judicial proceeding;

(b)

required by any securities exchange on which its securities are listed or traded;

(c)

required by any Authority to which it is subject or submits;

(d)

required to vest the full benefit of this Agreement in it or to enforce any of its rights in this Agreement;

(e)

required by its professional advisers, officers, employees, consultants, subcontractors or agents to provide their services (and subject always to similar duties of confidentiality);

(f)

that information is in or has come into the public domain through no fault of it;

(g)

the Seller or the Buyer (as applicable) has given prior written consent to the disclosure; or

(h)

it is necessary to obtain any relevant tax clearances from any appropriate tax authority.

21.3.

The provisions of this Clause ‎ 21 shall from the date of this Agreement supersede and extinguish any other agreement (including without limitation the Confidentiality Agreement) between the parties relating to the subject matter of this Clause ‎ 21.

21.4.

The restrictions contained in this Clause ‎ 21 shall continue to apply for two years from the earlier of Closing or termination of this Agreement.

21.5.

The provisions of Clause ‎ 21.1 shall not apply to any information contained in the Transaction Announcement or the Proxy Statement.

22.	Announcements

22.1.

The parties authorise the issue of the Transaction Announcement but shall not make any other public announcement or issue any other press release concerning or relating to this Agreement or its subject matter or any ancillary matter except to the minimum extent required by law, any regulatory body or the rules of any securities exchange to which the disclosing party is subject. The restrictions contained in this Clause ‎ 22.1 shall continue to apply for two years from the earlier of Closing or termination of this Agreement.

23.	Further Assurance

23.1.

Each party shall, at its own expense, promptly execute and deliver all documents, and do all things, that each other party may from time to time reasonably require for the purpose of giving full effect to the provisions of the Transaction Documents.

23.2.

Following Closing and pending registration of the Buyer as owner of the Shares, the Seller shall exercise all voting and other rights in relation to such Shares in accordance with the Buyer’s instructions.

24.	Assignment

24.1.

Except as provided otherwise, no person shall assign, transfer, mortgage, charge, sub-contract, declare a trust over or deal in any manner with any of its rights or obligations under this Agreement or the Transaction Documents.

24.2.

Each person that has rights under this Agreement is acting on its own behalf.

24.3.

The Buyer may assign its rights but not its obligations under this Agreement or any Transaction Document to a member of the Buyer’s Group (the “ Assignee ”), provided that if the Assignee ceases to be a member of the Buyer’s Group at any time it (and the Buyer shall procure that it) shall immediately assign such rights back to the Buyer or another member of the Buyer’s Group.

24.4.

If there is an assignment:

(a)

the Seller shall discharge its obligations under this Agreement to the assignor until it receives notice of the assignment;

(b)

the Assignee may enforce this Agreement as if it were a party to it, but the Buyer shall remain liable for any obligations under the Agreement; and

(c)

the liability of the Seller to any Assignee cannot be greater than its liability to the Buyer would have been absent the assignment.

25.	Entire Agreement

25.1.

This Agreement and the Transaction Documents constitute the whole agreement between the parties and supersede any arrangements, understanding or previous agreement between them relating to the subject matter they cover. In the event of any inconsistency between this Agreement and the Transaction Documents, this Agreement shall prevail.

25.2.

Each party acknowledges and agrees that in entering into this Agreement and the Transaction Documents, it does not rely on, and shall have no remedy in respect of, any statement, representation, assurance or warranty (whether in writing or not) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement as a Seller’s Warranty or a Buyer’s Warranty (a “ Pre-Contractual Statement ”).

25.3.

Without prejudice to the Buyer’s rights to terminate under Clause ‎ 14, in the event of any breach of this Agreement (including, without limitation, in relation to any Pre-Contractual Statement or misrepresentation by omission), the only remedy available to each party shall be an action for damages for breach of contract and neither party shall be entitled to rescind or otherwise terminate this Agreement.

25.4.

Nothing in this Agreement or in any Transaction Document shall be read or construed as excluding any liability or remedy as a result of fraud.

26.	Variation and Waiver

26.1.

No variation of this Agreement shall be effective unless it is in writing and signed by or on behalf of all parties.

26.2.

Any waiver of any right under this Agreement is only effective if it is in writing, and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given and shall not prevent the party who has given the waiver from relying subsequently or in changed circumstances or as against different persons on the provision it has waived.

26.3.

No failure to exercise or delay in exercising any right or remedy provided under this Agreement or by law constitutes a waiver of such right or remedy or will prevent any future exercise in whole or in part of such right or remedy.

26.4.

No single or partial exercise of any right or remedy under this Agreement shall preclude or restrict the further exercise of any such right or remedy.

26.5.

Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.

27.

Costs

27.1.

Unless otherwise provided, all costs in connection with the negotiation, preparation, execution and performance of this Agreement and the Transaction Documents, shall be borne by the party that incurred the costs. The Seller confirms that no expense of whatever nature relating to the sale and purchase of the Shares has been or is to be borne by any Target Company.

28.	Transfer Taxes

28.1.

The Buyer shall be responsible for arranging and shall bear the cost of any United Kingdom stamp duty or stamp duty reserve tax payable on the sale and purchase of the Shares as contemplated by this Agreement.

28.2.

For the avoidance of doubt, the Seller shall not be liable to the Buyer in respect of the amount to be borne by the Buyer under Clause ‎ 28.1, whether under the Tax Covenant or any other provision of this Agreement.

29.	After Tax Basis

29.1.

All sums payable pursuant to this Agreement shall be paid without any rights of counterclaim and set-off and free and clear of all deductions or withholdings of any kind, save only as may be required by law.

29.2.

If any such deduction or withholding is required by law, the party making the payment shall provide such evidence of the relevant deduction or withholding as the payee may reasonably require and shall (except in respect of the Purchase Price and in respect of any interest) pay such additional sum as will, after the deduction or withholding has been made, leave the payee with the same amount as it would have received had no deduction or withholding been made.

29.3.

If any sum paid in respect of a Buyer Obligation or a Seller Obligation is subject to Tax in the hands of the payee (including where any Relief covers such Tax), the payer shall pay such additional amount as shall ensure that the aggregate amount paid less the Tax payable in respect of such amount (or which would be payable but for the Tax being covered by a Relief) is the amount that would otherwise be payable. This Clause ‎ 29.3 shall apply in respect of any amount deducted or withheld as contemplated by Clause ‎ 29.2 as it applies to sums paid to a payee.

29.4.

No amount payable to the Buyer or the Seller (as the case may be) shall be increased under Clause ‎ 29.2 or Clause ‎ 29.3 if or to the extent that:

(a)

the amount has been quantified, such that it is greater than it would otherwise have been, to take account of any deduction or withholding within Clause ‎ 29.2 or any Tax to which the payee is liable within Clause ‎ 29.3; or

(b)

any deduction or withholding within Clause ‎ 29.2 is made from a payment (save for a payment in respect of a Seller Obligation or a Buyer Obligation) which constitutes net income of the payee.

29.5.

If a sum payable by the Buyer or the Seller (as the case may be) is increased under Clause ‎ 29.2 or Clause ‎ 29.3 and the Buyer or the Seller (as the case may be) has obtained and utilised a Relief (including, for the avoidance of doubt and as applicable, any amount deducted or withheld in accordance with Clause ‎ 29.2) attributable to such increased payment, then the Buyer or the Seller (as the case may be) shall inform the Seller or the Buyer (as the case may be) thereof and repay to the Seller or the Buyer (as the case may be) such amount as will leave the Buyer or the Seller (as the case may be) in the same after-tax position (after that repayment) as it would have been in had an increased payment not been required under Clause ‎ 29.2 or Clause ‎ 29.3.

30.

VAT

30.1.

Notwithstanding any other provision of this Agreement (except a provision stating that a sum is inclusive of VAT), all sums payable under this Agreement are exclusive of any VAT. Accordingly, if any payment pursuant to this Agreement constitutes the consideration for a taxable supply for VAT purposes, then, in addition to that payment, the payer shall pay an amount equal to any VAT chargeable on such supply, subject, where applicable, to the provision of a valid VAT invoice.

30.2.

Where under the terms of this Agreement one party is liable to indemnify or reimburse another party in respect of any costs, charges or expenses, the payment shall include an amount equal to any VAT thereon not otherwise recoverable by the other party or the representative member of any VAT group of which it forms part, subject to that person (or any person with which it is connected) using reasonable endeavours to recover such amount of VAT as may be practicable.

31.

Notice s

31.1.

A notice given under this Agreement:

(a)

shall be in writing in the English language (or be accompanied by a properly prepared translation into English);

(b)

shall be sent for the attention of the person, and to the address, or fax number, given in this Clause ‎ 31 (or such other address, fax number or person as the party may notify to the others in accordance with the provisions of this Clause ‎ 31); and

(c)

shall be:

(i)

delivered personally; or

(ii)

sent by fax or email (so long as a receipt of such email is requested); or

(iii)

sent by pre-paid first class post or recorded delivery; or

(iv)

(if the notice is to be served by post outside the country from which it is sent) sent by airmail.

31.2.

A notice given to the Seller under this Agreement shall be sent to the following address:

Address:	Park House, 16 Finsbury Circus, London EC2M 7EB, United Kingdom
Email address:	Fred.Morton@IPGL.co.uk
Fax Number:	+44 20 7550 8540
For the attention of:	Fred Morton

with a copy by email to Howard Corney (howard.corney@macfarlanes.com).

31.3.

A notice given to the Buyer under this Agreement shall be sent to the following address:

Address:	135 US Highway 202/206, Suite 11, Bedminster, NJ 07921, United States of America
Email address:	DRotsztain@gaincapital.com
Fax Number:	+1 (908) 731-0701
For the attention of:	Diego Rotsztain

with a copy to by email to Will Pearce (will.pearce@davispolk.com ) and Leonard Kreynin (leonard.kreynin@davispolk.com).

31.4.

A notice is deemed to have been received:

(a)

if delivered personally, at the time of delivery; or

(b)

in the case of a fax or email, at the time of transmission; or

(c)

in the case of pre-paid first class post or recorded delivery, 48 hours from the date of posting; or

(d)

in the case of airmail, five Business Days from the date of posting,

provided that if deemed receipt under the previous paragraphs of Clause ‎ 31 takes place other than on a Business Day or after 5.30 p.m. on a Business Day it shall be deemed to have been received at 9.30 a.m. on the next following Business Day.

31.5.

To prove service, it is sufficient to prove that:

(a)

if delivered by hand or by reputable international overnight courier, the notice was delivered to the correct address;

(b)

if sent by fax or email, a transmission report was received confirming that the notice was successfully transmitted to the correct fax number;

(c)

if sent by email, a read receipt was requested and received; or

(d)

if sent by post or by airmail, the envelope containing the notice was properly addressed, paid for and posted.

32.	Interest on Late Payment

32.1.

Where a sum is required to be paid under this Agreement but is not paid on the date the parties agreed, the person due to pay the sum shall also pay an amount equal to interest on that sum for the period beginning with that date and ending with the date the sum is paid (and the period shall continue after as well as before judgment).

32.2.

The rate of interest shall be two per cent. per annum above LIBOR. Interest shall accrue on a daily basis and be compounded quarterly.

32.3.

This Clause ‎ 32 is without prejudice to any claim for interest under the law.

33.

Severance

33.1.

If any provision in this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, under any enactment or rule of law, such provision or part shall to that extent be deemed not to form part of this Agreement but the legality, validity and enforceability of the remainder of this Agreement shall not be affected.

34.	Agreement Survives Closing

This Agreement (other than obligations that have already been fully performed) remains in full force after Closing.

35.	Third Party Rights

35.1.

Except as otherwise stated in Clause ‎ 35.2, a person who is not a party to this Agreement shall have no right under any statutory provisions to enforce its terms.

35.2.

The following clauses are also intended to benefit future buyers of the Shares from the Buyer and, where they are identified in the relevant clauses, the Target Companies, and shall be enforceable by them to the fullest extent permitted by law, but their consent is not required for any variation, waiver or rescission of this Agreement:

(a)

Clause ‎ 9, subject to ‎ Schedule 7;

(b)

Clause ‎ 12;

(c)

Clause ‎ 18;

(d)

Clause ‎ 21; and

(e)

Clause ‎ 32.

35.3.

Each party represents to the other that its respective rights to terminate, rescind, or agree any amendment, variation, waiver or settlement under this Agreement are not subject to the consent of any person that is not a party to the Agreement.

36.	Counterparts

This Agreement may be executed in any number of counterparts, each of which is an original and which together have the same effect as if each party had signed the same document. Transmission of an executed counterpart signature page of this Agreement by email (PDF) or telecopy shall be as effective as delivery of a manually executed counterpart of this Agreement.

37.

Language

If this Agreement is translated into any language other than English, the English language text shall prevail.

38.	Appointment of Process Agent

38.1.

The Seller’s Guarantor irrevocably appoints IPGL as its agent to accept service of process in England in any legal action or proceedings arising out of this Agreement, service upon whom shall be deemed completed whether or not forwarded to or received by the Seller’s Guarantor.

38.2.

The Seller’s Guarantor agrees to inform the Buyer in writing of any change of address of such process agent within 30 days of such change.

38.3.

If IPGL ceases to be able to act as such or to have an address in England, the Seller’s Guarantor irrevocably agrees to appoint a new process agent in England acceptable to the Buyer and to deliver to the Buyer within 14 days a copy of a written acceptance of appointment by the process agent.

38.4.

The Buyer irrevocably appoints GAIN Capital – FOREX.com UK Limited of 25 Canada Square, 34 th Floor (GCC-34-03), London E14 5LQ, United Kingdom (the “ Buyer’s Process Agent ”) as its agent to accept service of process in England in any legal action or proceedings arising out of this Agreement, service upon whom shall be deemed completed whether or not forwarded to or received by the Buyer.

38.5.

The Buyer agrees to inform the Seller in writing of any change of address of such process agent within 30 days of such change.

38.6.

If the Buyer’s Process Agent ceases to be able to act as such or to have an address in England, the Buyer irrevocably agrees to appoint a new process agent in England acceptable to the Seller and to deliver to the Seller within 14 days a copy of a written acceptance of appointment by the process agent.

38.7.

Nothing in this Agreement shall affect the right to serve process in any other manner permitted by law.

39.	Governing Law and Jurisdiction

39.1.

This Agreement and any disputes or claims arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.

39.2.

The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its formation (including non-contractual disputes or claims) and that accordingly any proceedings arising out of or in connection with this Agreement and the documents to be entered into pursuant to it shall be brought in such courts. The parties irrevocably submit to the jurisdiction of the courts of England and waive any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum.

This Agreement has been duly executed by each of the parties on the date stated at the beginning of it.

Schedule 1*

Particulars of the Seller, the Company and the Subsidiaries

*This schedule has been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided supplementally to the SEC upon request.

Schedule 2

Pre-Closing Obligations

1.	Each Target Company shall not, without the prior written consent of the Buyer:

(a)

acquire or dispose of any assets used or required for the operation of the Business or grant any option in respect of any interest in any part of the Business; or

(b)

create, allot or issue, or grant any option over or other right to subscribe or purchase any shares, securities convertible into shares, loan capital or other securities of a Target Company, or repurchase or redeem any shares, convertible securities, loan capital or other securities, other than the allotment or issue of ordinary shares of the Company to the Seller resulting from the capitalisation of the Specified Debts; or

(c)

pass any resolution in general meeting or by way of written resolution or make any changes to its constitutional documents; or

(d)

enter into, modify or terminate any Material Contract or enter into any unusual or abnormal or onerous contract or commitment (including without limitation any restriction on the ability of any Target Company to carry on its business); or

(e)

do or omit to do anything which would be reasonably likely to constitute grounds for the termination, revocation, suspension, adverse modification or non-renewal or any licence, permission, authority franchise, approval, authority or consent held by it in respect of the Business; or

(f)

save where to do so would contravene any applicable law or regulation or a requirement of any regulator, within 48 hours of receipt fail to communicate to the Buyer (and provide copies of written communications if requested) all information and communications either received from any regulatory or governmental authority with jurisdiction in relation to the conduct of business by the Target Companies or received from any other person containing information which may be necessary or desirable to be disclosed to such regulatory or governmental authority; or

(g)

knowingly contravene any statute, order or regulation (including without limitation relevant regulatory capital and financial resource requirements) under circumstances where it is reasonably foreseeable that such contravention, considered individually and in light of the previous actions of it, will result in fines, penalties, sanctions, damages, losses, actions, proceedings, causes of action, obligations, liabilities, claims, encumbrances, penalties, demands, assessments, settlements or judgments against it;

(h)

save where to do so would contravene any applicable law or regulation or a requirement or request of any regulator, correspond with any regulator or meet with any regulator without the Buyer being given a reasonable opportunity to comment on any such correspondence or be represented at any such meeting; or

(i)

other than in accordance with the provisions of paragraph ‎ 3 of this ‎ Schedule 2, incur any capital expenditure on any individual item in excess of US$10,000 or which together with all other capital commitments entered into between the date of this Agreement and Closing, exceeds US$25,000; or

(j)

borrow any sum other than the receipt of trade credit in the normal course of business; or

(k)

make any loan other than the granting of trade credit in the normal course of business to any person; or

(l)

guarantee or indemnify the obligations of any person; or

(m)

enter into any lease, lease hire or hire purchase agreement or agreement for payment on deferred terms; or

(n)

declare, authorise, make or pay any dividend (in cash or in specie) or any other distribution of its assets, or return capital to shareholders; or

(o)

make any material amendment to the terms and conditions of employment (including without limitation increases in emoluments such as pension contributions, bonuses, commissions and benefits in kind) of any of its directors, officers or employees; or

(p)

provide any non-contractual benefit to any director, officer, employee or their dependants; or

(q)

dismiss any employee earning in excess of £60,000 per annum other than for cause or unless not to do so would damage the Business, or employ or engage (or offer to employ or engage) any employee or consultant for an annual salary or fee in excess of £60,000; or

(r)

enter into any (or modify any subsisting) agreement with any trade union or any agreement that relates to any works council; or

(s)

create any Encumbrance over any or part of its assets or its undertaking; or

(t)

fail to take any action required to maintain the insurances in force at the date of this Agreement or knowingly do anything to make any such policy of insurance void or voidable; or

(u)

institute or settle any legal proceedings relating to the Business, except debt collection in the normal course of business; or

(v)

assign, license, charge, grant, modify, terminate or permit the lapse of any Intellectual Property Rights or Know-how or enter into any agreement relating to the same; or

(w)

pay any management charge to the Seller; or

(x)

enter into any transaction with, or incur any liability to, any member of the Seller's Group (excluding the Target Companies); or

(y)

vary the terms or contents of any of its know your customer or anti-money laundering policies or procedures;

(z)

vary the terms on which it holds any of the Properties or settles any rent review; or

(aa)

make any substantial change in the nature or organisation of the Business; or

(bb)

discontinue or cease to operate any part of the Business; or

(cc)

make any changes to the accounting procedures or principles by reference to which its accounts are drawn up, or change its accounting reference date; or

(dd)

change its residence for Tax purposes, make any change to its tax practices, enter into any agreement with any Tax Authority, terminate or vary any existing agreement with any Authority, or make any change to any return, claim or election for tax purposes; or

(ee)

either: (i) allow any person Connected with the Seller to maintain margin in an unsegregated client account (a “ Connected Account ”) for more than five days in excess of 200 per cent. of the level required by such Target Company to support such person’s trading activity, it being understood that any such excess amounts shall be distributed to such person immediately upon the expiration of such five day period; or (ii) fail to maintain adequate cash and other assets, excluding all amounts maintained in any Connected Accounts, necessary to satisfy such Target Company’s margin requirements to any third party counterparty with respect to hedging transactions entered into with such counterparty to hedge trading activity by clients of such Target Company through accounts other than any Connected Accounts; or

(ff)

(in the case of City Index Limited only) knowingly contravene or fail to comply with either the FSA Variation of Permission dated with effect from 1 May 2009 or the Risk Mitigation Programme prescribed in the FCA letter dated 11 March 2014; or

(gg)

enter into any agreement (conditional or otherwise) to do any of the above.

2.	The Target Companies may do anything falling within paragraph ‎ 1 above if the Buyer has given prior written consent (such consent not to be unreasonably withheld or delayed).

The Seller shall use all reasonable endeavours to ensure that the Company incurs the Budgeted Amount in respect of the items set out in the Annual Budget. For the avoidance of doubt, the Seller may incur capital expenditure on any individual item in any amount, provided always that the aggregate amount incurred on individual items does not exceed the relevant Budgeted Amount for the particular category of capital expenditure as set out in the Annual Budget.

The Seller shall, in respect of any claim, complaint, event, matter or circumstance occurring prior to Closing that gives rise, or which the Seller considers (acting in good faith) is likely to give rise, to any litigation, administrative, mediation or arbitration proceedings or any investigation, inquiry or enforcement proceedings by any government or regulatory body: (a) as soon as reasonably practicable notify the Buyer of such matter giving reasonable details, so far as they are known to the Seller of the relevant facts and circumstances; and (b) consult with the Buyer in respect of such matter and provide (at the Buyer’s cost) the Buyer with such information and copies of such documents relating to the relevant matter as the Buyer may reasonably request provided that the Seller shall not be under any obligation to provide the Buyer with a copy of any document or information which is or may be legally privileged or subject to any confidentiality obligations (provided that the Seller shall use

reasonable endeavours to be released from any such confidentiality obligations for the provision of such document or information to the Buyer).

5.	The Seller shall use its reasonable endeavours to maintain the trade and trade connections of the Company and its Subsidiaries.

6.	The Seller shall give to the Buyer as soon as possible full details of any material change in the business, operations, assets, position (financial, trading or otherwise) or profits of the Target Companies or any event or circumstance that may result in such material change.

7.	The Seller shall not:

(a)

induce, or attempt to induce, any of the employees of the Target Companies, whether directly or indirectly, to terminate their employment before the Closing Date; or

(b)

incur any liabilities to the Target Companies, other than trading liabilities incurred in the normal course of business.

The Seller shall, and shall procure that the Target Companies shall, at the Buyer’s request and expense, allow the Buyer and its agents reasonable access to the books, records and documents relating to the Target Companies and provide the Buyer with such information or documents as it may reasonably require relating to the terms of employment or any other matter concerning any employee of the Target Companies, any body of such employees or their representatives in the period prior to the Closing Date.

9.	Nothing in this ‎ Schedule 2 shall operate so as to restrict or prevent:

(a)

any action reasonably undertaken by the Seller or any Target Company in an Emergency Situation with a view to ensuring business continuity and minimising any adverse effect of such situation, including for the avoidance of doubt the provision by the Seller of regulatory capital or liquidity to any Target Company (and the Seller will in any event promptly notify the Buyer of such situation);

(b)

any action required by applicable law or regulation (and the Seller will in any event promptly notify the Buyer of such requirement);

(c)

the completion or performance of any binding obligations undertaken pursuant to any contract or binding arrangement entered into by any Target Company prior to the date of this Agreement, provided that such contract or arrangement was entered into in the normal course of the business of the relevant Target Company in the manner which such business has been carried out before the date of this Agreement; and

(d)

any action undertaken by the Seller or any Target Company, with the prior written consent of the Buyer (such consent not to be unreasonably withheld or delayed), to settle any matter that would otherwise give rise to an Indemnity Claim under ‎ Schedule 14.

Schedule 3

Closing

Part A

Seller’s obligations on Closing

1.	Documents to be delivered by the Seller

(a)

The Seller shall deliver or procure to be delivered to the Buyer:

(i)

duly executed transfers of the Shares in favour of the Buyer;

(ii)

the share certificates for the Shares (or an express indemnity in the agreed form in favour of the Company if any share certificate is found to be missing);

(iii)

a duly executed power of attorney in the agreed form from the Seller in favour of the Buyer to enable the beneficiary to exercise all rights attaching to the Shares until the Buyer becomes the registered holder of them;

(iv)

the Escrow Agreement duly executed by or on behalf of the Seller;

(v)

the Registration Rights Agreement duly executed by or on behalf of the Seller and each Other Investor (as such term is defined in the Registration Rights Agreement) named therein;

(vi)

the Licence to Assign or Licence to Underlet (as the case may be) duly executed by the Landlord;

(vii)

evidence to the reasonable satisfaction of the Buyer of the assignment to the Company or City Index Limited of the Seller’s interests in the policies of insurance in respect of the Target Companies and their business and assets;

(viii)

evidence to the reasonable satisfaction of the Buyer of the Seller having notified the Polish Financial Supervision Authority and the Central Bank of the United Arab Emirates of the acquisition of control of City Index Limited by the Buyer;

(ix)

deeds of release evidencing the release of the following Encumbrances or evidence (to the reasonable satisfaction of the Buyer) of the discharge of the financial indebtedness to which any such Encumbrance relates:

(A)

a security agreement for pledged securities dated 8 February 2013 between the Company and IPGL;

(B)

a charge over credit balances in respect of US$2,000,000 dated 15 December 1997 between IFX Markets Limited (then named IFX Limited) and National Westminster Bank Plc;

(C)

a charge over credit balances in respect of US$3,000,000 dated 9 March 1998 between IFX Markets Limited (then named IFX Limited) and National Westminster Bank Plc;

(D)

a charge over credit balances in respect of certain deposits dated 15 February 2000 between IFX Markets Limited (then named IFX Limited) and Barclays Bank PLC;

(E)

a charge of deposit in respect of certain deposits dated 12 February 2003 between IFX Markets Limited and SCP America Square Limited;

(F)

a charge over a certain margin account dated 7 September 2004 between IFX Markets Limited and The Royal Bank of Scotland plc;

(G)

a charge of deposit in respect of certain deposits dated 1 March 2006 between IFX Markets Limited and National Westminster Bank Plc; and

(x)

a copy of the minutes of a meeting of the directors of the Seller authorising the Seller to enter into and perform its obligations under this Agreement, certified to be a true and complete copy by a director or the secretary of the Seller.

(b)

The Seller shall procure that the Target Companies deliver to the Buyer:

(i)

to the extent not in possession of the Target Companies, share certificates for all issued shares in the capital of each Target Company (or an express indemnity in agreed form in favour of the Buyer if any share certificate is found to be missing);

(ii)

to the extent not in possession of the Target Companies, the cheque books, certificates of incorporation, common seals and all statutory and minute books (written up to, but not including, the date of Closing), and other books and records of the Target Companies together with all unused share certificate forms;

(iii)

to the extent not in possession or under the control of a Target Company, all documents of title in relation to the Properties;

(iv)

if requested by the Buyer, written resignations of any director of any Target Company with effect from the Closing Date executed as a deed and waiving all claims against the Target Companies; and

(v)

if requested by the Buyer, written resignations of the auditors of each Target Company with effect from the Closing Date together with a statement from the auditors in accordance with section 519 of the Companies Act 2006.

2.	Board meetings and shareholder resolutions of the Target Companies

(a)

The Seller shall procure that a meeting of the board of directors of each of the Target Companies is held at which:

(i)

in relation to the Company only, the transfers of the Shares are approved for registration (subject only to being duly stamped) and share certificates are

authorised to be delivered to the Buyer or its nominee(s) in respect of the Shares;

(ii)

the resignations referred to in paragraph ‎ 1(b)(iv) and ‎ 1(b)(v) of this ‎ Schedule 3 are accepted with effect from the end of the meeting;

(iii)

such persons as the Buyer nominates are appointed as directors and the secretary with effect from the end of the meeting;

(iv)

the execution of each of the agreements and other documents referred to in this ‎ Part A of ‎ Schedule 3 to which the Target Companies are party is approved and authorised;

(v)

all the existing instructions and authorities to bankers are revoked and replaced with new instructions and authorities to those banks in the form that the Buyer requests; and

(vi)

if requested by the Buyer, changes are made to the registered office, the accounting reference date and/or the articles of association of the relevant Target Company.

(b)

The Seller shall procure that minutes of each duly held board meeting described in paragraph of ‎ 2(a) of this ‎ Schedule 3, certified to be a true and complete copy by a director or the secretary of the relevant company, are delivered to the Buyer.

Part B

Buyer’s obligations on Closing

1.	Documents to be delivered by the Buyer

(a)

The Buyer shall deliver or procure to be delivered to the Seller:

(i)

a copy of the minutes of a meeting of the directors of the Buyer authorising the Buyer to enter into and perform its obligations under this Agreement, including issuing the Consideration Shares and the Convertible Notes to the Seller;

(ii)

counterpart originals of the agreements and other documents referred to in paragraphs 1(a)(iv) to ‎ 1(a)(v) of ‎ Part A of ‎ Schedule 3;

(iii)

evidence to the satisfaction of the Seller (acting in good faith) of the fulfilment of the Conditions set out in Clauses ‎ 4.1(a) and ‎ 4.1(e); and

(iv)

a certified copy of the Convertible Note Indenture duly executed by the Buyer and by the Transfer Agent.

(b)

The Buyer shall deposit or cause to be deposited:

(i)

with such third party or the Seller (as applicable) as may be necessary to give effect to the agreed arrangements set out in Clause ‎ 17 and ‎ Schedule 19, the relevant certificates relating to the Escrow Notes and the Escrow Shares; and

(ii)

with the Seller or (as applicable) a Permitted Transferee (as defined in the Stockholders’ Agreement) of the Seller under the Stockholders’ Agreement, the relevant certificates relating to (x) the Consideration Shares which are not Escrow Shares and (y) the Convertible Notes which are not Escrow Notes.

Schedule 4

Closing Statement

Part A

General

Contents

The Closing Statement is to be prepared in the form set out in ‎ Part C of this ‎ Schedule 4.

2.	Bases of preparation

The Closing Statement shall be prepared in accordance with the following:

(a)

the Accounting Policies;

(b)

to the extent not covered by paragraph ‎ 2(a) of this ‎ Part A of ‎ Schedule 4, the accounting policies, principles, estimation techniques, measurement bases, practices and procedures used by the Company in the preparation of the Consolidated Accounts applied on a consistent basis; and

(c)

to the extent not covered by paragraphs ‎ 2(a) or ‎ (b) of this ‎ Part A of ‎ Schedule 4, the Accounting Standards in force and mandatory at the Accounts Date.

Currency

(a)

The Closing Statement is to be expressed in Pounds Sterling and, for the avoidance of doubt, all items in currencies other than Pounds Sterling are to be converted to Pounds Sterling at the Exchange Rate on the date immediately preceding the date on which the relevant calculation is required or, if no such rate is quoted on that date, on the preceding date on which such rate is quoted.

(b)

On the day after agreement or determination of the Closing Statement in accordance with this ‎ Schedule 4, each of the Working Capital, Excess Cash Less Third Party Debt, Connected Debt and the Excess Regulatory Capital shall be converted from Pounds Sterling to US dollars at the Exchange Rate on the date of this Agreement and, for the avoidance of doubt, each of the Working Capital, Excess Cash Less Third Party Debt, Connected Debt and the Excess Regulatory Capital shall be expressed in US dollars for the purposes of calculating the Final Payment.

4.	Cooperation

(a)

Subject to paragraph ‎ 4(b) of this ‎ Part A of ‎ Schedule 4, the Seller and the Buyer shall each procure, so far as they are able, that at all times between the date of delivery of the draft Closing Statement in accordance with paragraph ‎ 5(a) of this ‎ Part A of ‎ Schedule 4 and the date that the Closing Statement is agreed or determined, each of the Target Companies, the Buyer and the Seller’s Accountants shall, subject to the Buyer entering into appropriate hold harmless letters with the Seller’s Accountants, give each other and the Expert access to their working papers used as a basis for preparing the Closing Statement and access to such information and personnel as may reasonably be required for the purposes of considering and agreeing the Closing Statement.

(b)

A party may not have access to correspondence between the other party and its advisers concerning disputes or potentially disputed items in the draft Closing Statement or information that is otherwise legally privileged.

5.	Preparation of Closing Statement

(a)

The Buyer shall procure that, as soon as reasonably practicable and in any event within 45 Business Days after the Closing Date (the “ First Period ”), the Buyer shall prepare and deliver to the Seller a draft of the Closing Statement prepared in accordance with the paragraph ‎ 2 of this ‎ Part A of ‎ Schedule 4.

(b)

The Seller shall give such assistance and access to information as the Buyer may reasonably require to enable them to prepare the draft Closing Statement in accordance with paragraph ‎ 5(a) of this ‎ Part A of ‎ Schedule 4.

(c)

The Seller and the Buyer shall attempt to agree the draft Closing Statement as soon as possible and, in any event, within 15 Business Days (or such longer period as the parties may agree) (the “ Second Period ”) after its delivery in accordance with paragraph ‎ 5(a) of this ‎ Part A of ‎ Schedule 4.

(d)

The Seller shall notify the Buyer in writing within the Second Period whether or not they accept the draft Closing Statement for the purposes of this Agreement (the “ Response Notice ”). If the Seller disagrees with the draft Closing Statement, the Response Notice must state the areas of dispute, the reasons for the dispute, and the Seller’s proposed adjustments to the draft Closing Statement.

(e)

If the Seller accepts the draft Closing Statement, or if a Response Notice is not received by the Buyer within the Second Period, the draft Closing Statement shall constitute the Closing Statement for the purposes of this Agreement.

(f)

If the Response Notice is given within the Second Period and states that the Seller disagrees with the draft Closing Statement then:

(i)

only those items detailed as disputed in the Response Notice shall be treated as being in dispute, and the Buyer and Seller shall be deemed to have agreed all other items in the draft Closing Statement; and

(ii)

the Buyer and the Seller shall use all reasonable endeavours to meet and discuss the disputed items and to agree the adjustments required to be made to the draft Closing Statement within a period of 10 Business Days after the service of the Response Notice (or such longer period as the parties may agree) (the “ Third Period ”).

(g)

During the Third Period the Buyer may, by written notice to the Seller, propose additional adjustments and notify the Seller of additional matters in dispute, but only if those additional adjustments or matters in dispute arise out of the Response Notice served by the Seller.

(h)

If at the end of the Third Period there are no matters remaining in dispute, the Buyer shall finalise the draft Closing Statement by amending it to reflect the adjustments agreed by the parties and, within 5 Business Days after the end of the Third Period,

deliver to the Seller and to the Buyer the final form of the Closing Statement, which shall constitute the Closing Statement for the purposes of this Agreement.

(i)

If after the end of the Third Period any matters remain in dispute (the “ Disputed Matters ”) and the aggregate amount of the Disputed Matters is greater than £200,000, either the Buyer or the Seller may refer the Disputed Matters to the Expert for determination. If the aggregate amount of the Disputed Matters is less than £ 200,000, the draft Closing Statement is deemed to be agreed and shall constitute the Closing Statement for the purposes of this Agreement.

Expert

(a)

The Buyer and the Seller shall use reasonable endeavours to agree on the identity of the Expert expeditiously following the expiry of the Third Period. If they are unable to agree on the identity of an Expert within 10 Business Days after expiry of the Third Period, either the Buyer or the Seller may request the President for the time being of the Institute of Chartered Accountants in England and Wales to nominate the Expert.

(b)

The Buyer and the Seller shall use their reasonable endeavours to agree the terms of engagement for the Expert within 10 Business Days of the Expert’s selection or nomination and shall not unreasonably (having regard to the provisions of this ‎ Schedule 4) refuse its agreement to any terms of engagement proposed by the Expert (which may include a limitation on its liability consistent with market practice at the relevant time) or the other party.

(c)

The Expert shall be instructed to determine the Closing Statement in accordance with the procedure described in this ‎ Schedule 4 and the basis of preparation set out in paragraph ‎ 2 of this ‎ Part A of ‎ Schedule 4, and to take account of any items from any Response Notice served pursuant to paragraph ‎ 5(d) of this ‎ Part A of ‎ Schedule 4 and any further adjustments proposed by the Buyer pursuant to paragraph ‎ 5(g) of this ‎ Part A of ‎ Schedule 4 to the extent not otherwise agreed by the parties. The Expert may call for and inspect such documents as it reasonably considers necessary.

(d)

Within 10 Business Days of the formal appointment of the Expert, the Buyer on the one hand and the Seller on the other shall each prepare a written statement on the Disputed Matters which, together with the relevant supporting documents, shall be submitted to the Expert for determination.

(e)

Upon receipt of the written statements, the Expert shall deliver immediately to each party a copy of the other party’s submission (together with the relevant supporting documents).

(f)

Following delivery of their respective submissions, the Buyer and the Seller shall each have the opportunity to comment once only on the other’s submissions by written comment delivered to the Expert (and copied to the other) not later than 5 Business Days after receipt of the other’s submission. After that, neither the Buyer nor the Seller shall be entitled to make further statements or submissions, except to the extent requested by the Expert (in which case it shall, on each occasion, copy

such statement or submission to the other party and give the other party 5 Business Days to respond to it).

(g)

The determination of the Expert shall be in writing and shall be delivered to the Seller and the Buyer. In giving its determination, the Expert shall state what adjustments (if any) are necessary to the draft Working Capital Statement, the draft Excess Cash Less Third Party Debt Statement and/or the draft Connected Debt Statement (as applicable) in respect of the Disputed Items in order to comply with the requirements of this Agreement and to determine finally the Closing Statement. The Expert shall be instructed to give notice of (including a copy) of the decision to the Buyer and the Seller (without reasons) within a maximum of 15 Business Days of the matter being referred to him.

(h)

The Expert shall determine (using its own legal advice as appropriate) any question of the legal construction of this Agreement to the extent that it is relevant to the determination of the Closing Statement. If the Expert obtains legal advice, a copy of the advice and any instructions on which it is based shall be delivered to the Seller and to the Buyer.

(i)

The Expert shall act as an expert (and not as an arbitrator) in making any determination which shall (in the absence of manifest error) be final and binding on the parties. In particular, without limitation, its determination of any fact which it has found necessary to determine for the purposes of its determination pursuant to this ‎ Schedule 4 is binding on the parties for all purposes.

(j)

After agreement or determination of the Disputed Matters, the Buyer shall finalise the draft Closing Statement by amending it in accordance with any determination made by the Expert and, within 5 Business Days after that agreement or determination, deliver to the Seller and to the Buyer the final form of the Closing Statement, which shall constitute the Closing Statement for the purposes of this Agreement.

Costs

The Seller and the Buyer shall each bear and pay their own costs in respect of the work carried out pursuant to this ‎ Schedule 4. The Expert’s fees and costs (including any fees and costs of any advisers appointed by the Expert) shall be borne by the Seller and the Buyer in such proportions as the Expert may determine.

Part B

Accounting Policies

1.	Non-segregated client monies shall not be recognised as an asset and shall be deducted, including for the avoidance of doubt unrealised non-segregated client profits and losses, from cash recorded in the Accounts in the Closing Statement.

2.	Open trades should be valued at bid/offer pricing in line with the treatment in the Accounts.

3.	Full provision shall be made for all client debtors where amounts due are in excess of 30 days old.

4.	Promotional bonus payments shall be written off as incurred.

5.	No amounts classified as fixed assets at March 2014 shall be reclassified to Working Capital.

6.	Prepayments shall be recognised as assets provided they represent continuing value following Closing.

7.	Financial assets available for sale shall not be classified as Working Capital or Excess Cash.

Full provision shall be made for Tax in respect of periods or events on or before Closing or transactions effected or events occurring on or before Closing. For these purposes assets and liabilities for corporate tax and operating taxes shall be calculated as if Closing were the end of an accounting period or other relevant taxable period. Corporate tax liability for the period from 1 April 2014 to the Closing Date shall be calculated on a basis that is reasonable as if the accounting period of the Company were deemed to have ended at the Closing Date.

9.	Full provision shall be made for deferred tax liabilities and shall not include any recognition of deferred tax assets.

10.	Any inter-company differences on consolidation including arising as a result of foreign exchange translation shall be written off.

11.	Accrual shall be made for the cost of the annual audit on a pro-rata basis for the current financial year up to Closing.

12.	Full provision shall be made for all bonuses payable including in respect of the transaction contemplated by the Agreement.

13.	Any costs incurred by the Company in respect of the transaction contemplated by the Agreement but which remain unpaid at Closing shall be recognised as liabilities.

14.	Full provision shall be made for proposed dividends declared prior to Closing.

15.	At the date of this Agreement, a provision of £1,307,828 has been made in respect of the liabilities expected to be payable in respect of any Indemnity Claim described in paragraph ‎ 1 of ‎ Schedule 14. The value of such provision at Closing will be: (a) if no cash settlements

have been made prior to Closing, £1,307,828; or (b) if a cash settlement has been made (and actually paid) prior to Closing, £1,307,828 less the amount actually paid.

16.	Provision for US closure costs shall be recognised as a liability and include an estimate of expected operating costs until cessation of the business (including salary and IT).

Part C*

Form of Closing Statement

*This schedule has been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided supplementally to the SEC upon request.

Part D*

Working Capital Calculation

*This schedule has been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided supplementally to the SEC upon request.

Schedule 5

Seller’s Warranties

Part A

General Warranties

1.	Title, Capacity and Authority

1.1.

The Seller is validly incorporated, in existence and duly registered insofar as such concept exists under its jurisdiction of incorporation or formation, with full power and authority under its constitutional documents and otherwise to enter into and perform its obligations pursuant to each Transaction Document and enter into and consummate all transactions contemplated therein.

1.2.

The Seller has taken all necessary action and has all right, requisite power and authority to sell the Shares to be sold by it and to enter into, and perform its obligations under, each Transaction Document and the arrangements contemplated referred to in it in accordance with their respective terms.

1.3.

Each Transaction Document and the other documents referred to in it constitute (or shall constitute when executed) valid, legal and binding obligations on the Seller and are enforceable against the Seller in accordance with their respective terms. The Seller has duly authorised, executed and delivered this Agreement and will, at Closing, have authorised, executed and delivered any other agreement to be entered into pursuant to the terms of this Agreement.

1.4.

The execution and delivery by the Seller of, and the performance by the Seller of its obligations under, each Transaction Document and any other agreement entered into pursuant to the terms of this Agreement will not require the consent of the shareholders of the Seller or any other person and will not result in:

(a)

a breach of or conflict with any provision of the constitutional documents of the Seller or a Target Company; or

(b)

a breach of, or constitute a default under, any agreement or instrument to which the Seller or a Target Company is a party or by which the Seller or a Target Company is bound; or

(c)

a breach of any statute, law, rule, regulation, order, judgment, decree of any court or government agency or other restriction applicable to the Seller or a Target Company.

1.5.	The Seller is the sole legal and beneficial owner of, and in both cases is able to (and will) procure the transfer of the legal and beneficial interest in the Shares to be sold by the Seller.

1.6.	There is no Encumbrance on, over or affecting any of the Shares to be sold by the Seller, nor any agreement or commitment to create any such Encumbrance and no claim has been made that any person is entitled to any such Encumbrance.

1.7.

Other than this Agreement, there is no agreement, arrangement or obligation requiring the transfer, redemption or repayment of, or the grant to a person of the right (conditional or not) to require the transfer, redemption or repayment of, the Shares to be sold by the Seller (including, without limitation, any option or right of pre-emption or conversion).

2.	Shares in the Company and the Subsidiaries

2.1.	The Shares constitute the whole of the issued share capital of the Company, have been validly issued and allotted and are fully paid up.

2.2.	‎ Part B of ‎ Schedule 1 lists all of the Subsidiaries of the Company at the date of this Agreement. The share capital of each of the Target Companies is beneficially owned as set out in ‎ Part B of ‎ Schedule 1 and is fully paid up.

2.3.	There is no Encumbrance on, over or affecting the issued shares of the Target Companies listed in ‎ Part B of ‎ Schedule 1, nor any agreement or commitment to create any such Encumbrance and no claim has been made that any person is entitled to any such Encumbrance.

2.4.	No Target Company has exercised or proposed to exercise or claimed any lien over any of their shares. There are no obligations of the Seller to pay in additional capital or to provide any other contribution such as a contribution in kind.

2.5.	No right has been granted to any person to require the Target Companies to issue any share capital and no Encumbrance has been created in favour of any person affecting any unissued shares or debentures or other unissued securities of the Target Companies.

2.6.	No Target Company:

(a)

holds or beneficially owns, or has agreed to acquire, any securities of any corporation other than its own subsidiaries, other than securities directly or indirectly held legally or beneficially by that company pursuant to trading activities conducted in the ordinary course of that company’s business; or

(b)

is or has agreed to become a member of any partnership or other unincorporated association, joint venture or consortium (other than recognised trade associations); or

(c)

has, outside its country of incorporation, any branch or permanent establishment; or

(d)

has issued any securities that are convertible into shares.

2.7.	No Target Company has in the three years prior to the date of this Agreement:

(a)

purchased, redeemed or repaid any of its own share capital; or

(b)

given any financial assistance in contravention of any applicable law or regulation.

2.8.

All dividends or distributions declared, made or paid by the Target Companies have been declared, made or paid in accordance with that company’s constitutional documents, all applicable legislation and any agreements or arrangements made with any third party regulating the payment of dividends and distributions.

3.	Constitutional and Corporate Documents

3.1.	Copies of the constitutional and corporate documents of the Target Companies have been Disclosed and such copy documents are true, accurate and complete in all respects, and

copies of all the resolutions and agreements required to be annexed to or incorporated in those documents by applicable law are so annexed or incorporated.

3.2.	The statutory books (including all registers and minute books) of the Target Companies have been properly kept and no notice or allegation that any of them is incorrect or should be rectified has been received.

3.3.

All returns, particulars, resolutions and other documents which the Target Companies are required by law to file with or deliver to any Authority in any jurisdiction (including, in particular, one responsible for maintaining a register of companies) have been correctly made up and filed or, as the case may be, delivered.

4.	Information

4.1.	The particulars relating to the Target Companies in this Agreement are accurate and not misleading.

Accounts

5.1.	The Accounts have been prepared in accordance with the accounting standards, policies, principles and practices generally accepted in the United Kingdom, Singapore, Australia and the United States of America and in accordance with the applicable law of those jurisdictions.

5.2.

The provisions or reserves as set out in the disclosure made against the warranty set out in this paragraph 5.2 in section C of the Disclosure Letter are included in the Accounts, and no other provisions or reserves for liabilities (whether actual, deferred or contingent) were required to be included in the Accounts under the applicable accounting standards, policies, principles and practices generally accepted in the United Kingdom, Singapore, Australia and the United States of America.

5.3.

The Accounts give a true and fair view of the state of affairs of each of the Target Companies (and, in relation to the Consolidated Accounts, of the Target Companies as a whole) as at the Accounts Date and of the profits or losses of each of the Target Companies and of the Target Companies as a whole for the financial year ended on that date.

5.4.	Each set of Accounts has been prepared on a basis consistent with and in accordance with the same accounting principles and practices as the audited accounts of the relevant Target Company or, in the case of the Consolidated Accounts, the Consolidated Accounts.

5.5.

The Management Accounts have been prepared on a basis consistent with that employed in preparing the Accounts and (having regard to the purpose for which the Management Accounts have been prepared) fairly represent the assets and liabilities and the profit and losses of the Target Companies as at the date or for the period to which they relate.

6.	Financial and Other Records

All statutory records, including the accounting records, required to be kept or filed by Target Companies have been properly kept or filed and comply with all requirements of any applicable legislation. No notice has been received or allegation made that any of those records are incorrect or should be rectified.

7.	Changes since Accounts Date

Since the Accounts Date:

(a)

each Target Company has conducted its business in the ordinary and normal course and as a going concern;

(b)

there has been no material adverse change in the financial or trading position of the Target Companies as a whole;

(c)

no Target Company has issued or agreed to issue any share or loan capital;

(d)

no dividend or other distribution of profits or assets has been, or has been agreed to be, declared, made or paid by any Target Company other than to another Target Company;

(e)

no Target Company has borrowed or raised any money or taken any form of financial security, and no capital expenditure has been incurred on any individual item by any Target Company in excess of £500,000 and no Target Company has acquired, invested or disposed of (or agreed to acquire, invest or dispose of) any individual item by any Target Company in excess of £500,000, other than pursuant to trading activities conducted in the ordinary course of that company’s business; and

(f)

no resolution in general meeting or written resolution of the shareholders of any Target Company has been passed other than resolutions relating to the routine business of annual general meetings.

8.	Effect of Sale of Shares

Neither the acquisition of the Shares by the Buyer nor compliance with the terms of this Agreement will:

(a)

give rise to or cause to become exercisable any right of pre-emption over the Shares; or

(b)

entitle any person to receive from any Target Company any finder’s fee, brokerage or other commission in connection with the purchase of the Shares by the Buyer; or

(c)

entitle any person to acquire, or affect the entitlement of any person to acquire, any shares in any Target Company; or

(d)

result in any material customer or material supplier being entitled to cease dealing with any Target Company or to reduce its existing level of business or to change the terms on which it deals with any Target Company; or

(e)

so far as the Seller is aware, result in any officer or senior employee leaving any Target Company; or

(f)

so far as the Seller is aware, result in the loss or impairment of or any default under any licence, authorisation or consent required by any Target Company for the purposes of its business; or

(g)

result in the creation, imposition, crystallisation or enforcement of any Encumbrance on any of the assets of any Target Company.

9.	Legal Compliance and Regulatory

9.1.

Each of the Target Companies is conducting and has at all times during the five years prior to the date of this Agreement conducted its business in all material respects (in the context of the Business as a whole) in accordance with all applicable laws and regulations (“ Applicable Laws ”) and none of the officers, agents or employees of any Target Company during the course of his duties, has done or omitted to do anything which is a contravention of any Applicable Laws which has resulted or may result in any fine, penalty or other liability or sanction on the part of a Target Company, and there are no circumstances that could give rise to a breach of Applicable Laws, in each case except as would not, individually or in the aggregate, be material to the business of the Target Companies as a whole. So far as the Sellers are aware, there has in the last three years been no material breach of any Applicable Laws by any third party for whose action a Target Company is liable.

9.2.

Each of the Target Companies has obtained all licences (including statutory licences), permits, authorisations, agreements, arrangements, permissions (including any permission given under Part 4A FSMA), consents, passporting rights and other approvals (together “ Permits ”) required for or in connection with the carrying on of its business in the manner in which it is being carried on either in the jurisdictions in which it operates or, so far as the Seller is aware that the same are required by applicable law or regulation, in the jurisdictions in which it directly markets to resident customers. All such Permits are in full force and effect and each Target Company has at all times complied with the terms and conditions of all such Permits (including without limitation relevant regulatory capital and financial resource requirements).

9.3.

Each of the Target Companies held the necessary Permits required for or in connection with the carrying on of its business in the manner in which it was being carried on at all times during the three years prior to the date of this Agreement in the jurisdictions in which it either operated or in which its customers are resident in such period.

9.4.

Each of the persons that has performed a Controlled Function (within the meaning of section 59 FSMA) for City Index Limited within three years of the date of this Agreement was registered as an Approved Person with the FSA until 1 April 2013 or thereafter with the FCA during the period the Controlled Function was performed and each of the persons currently performing a Controlled Function for City Index Limited is registered as an Approved Person with the FCA.

9.5.

So far as the Seller is aware, no Permit is subject to any conditions not set out in the terms thereof and no notice has been received by any Target Company that any Permit may be revoked, suspended, cancelled, restricted, modified or not renewed and, so far as the Seller is aware, there are no circumstances which indicate that any Permit may be revoked, suspended, cancelled, reviewed, restricted, modified or not renewed.

9.6.	Copies of each of the annual returns (or equivalent) of each of the Target Companies that is a regulated entity to any regulatory authority with regulatory or supervisory powers over it for each of the last six months are contained in the Data Room at “Regulatory > 1.

Regulatory Matters >1(f)” and “Regulatory > 1. Regulatory Matters > 1(x)”, and in the Agreed Bundle at 24, 25 and 55.

9.7.	So far as the Seller is aware, in the last three years, no Target Company has:

(a)

been notified in writing that any material investigation or enquiry in respect of its affairs is being conducted by any regulatory or governmental authority; or

(b)

received from any regulatory or governmental authority in writing, any material written order, direction or notice other than any generic communications not specifically directed at the relevant Target Company.

9.8.

During the three years prior to the date of this Agreement, neither any of the Target Companies nor so far as the Seller is aware any person who is or was a director or employee of a Target Company at the relevant time has (in their capacity as such) been investigated or made the subject of any inquiry, enforcement proceedings or process or has been disciplined by a regulatory authority and so far as the Seller is aware, there are no facts or circumstances which are reasonably likely to give rise to such investigation, inquiry, proceedings, process or disciplinary action.

9.9.

Copies of all material correspondence between each of the Target Companies that is a regulated entity and any regulatory authority (including in the case of City Index Limited all notifications made to the Financial Services Authority or the FCA pursuant to the Supervision (SUP) Chapter rule 15 of the Financial Services Authority Handbook or the FCA Handbook) during the three year period ending on the date of this Agreement have been provided in the Data Room at “Regulatory > 1. Regulatory Matters > 1(b)”, “Regulatory > 1. Regulatory Matters > 1(e)” and “Regulatory > Regulatory Matters > 1(f)”.

9.10.

In the three years prior to the date of this Agreement, no issue (or series of related issues) has arisen in relation to any misselling as a result of which any of the regulated entities in each Target Company’s Group has had to make, or ought to have made, a provision in its audited accounts.

9.11.

During the three years prior to the date of this Agreement, no fine or other financial penalty has been imposed by any regulatory authority on any of the Target Companies that is a regulated entity.

9.12.

City Index Limited has fully complied with the terms of the decision notice dated 13 January 2011 issued by the UK Financial Services Authority to it and the related final notice issued by the UK Financial Services Authority and its successor entity, the FCA, and has fully implemented any required remediation plan issued by the UK Financial Services Authority or the FCA.

9.13.

So far as the Seller is aware, during the three years prior to this Agreement, no material complaint or allegation of misconduct concerning a Target Company has been made by or to any regulatory authority nor so far as the Seller is aware is any complaint or allegation in the process of being formulated.

9.14.

A list of all Approved Persons relating to City Index Limited, setting out the Controlled Functions (within the meaning of section 59 FSMA) which they are authorised to perform is

contained in the Data Room at “Regulatory > 1. Regulatory Matters > 1(a) > CIL (UK) > FCA Register of Approved Persion 20141015”.

9.15.

Each of the Target Companies that is a regulated entity has established and operates procedures to deal with complaints in compliance in all material respects with the FCA Handbook or, for non-UK entities, the requirements of the applicable regulatory authority.

9.16.

No complaint exists which has been received in writing from any customer in relation to the Business in the last three years (excluding any complaints currently being handled by the relevant Target Company in accordance with its normal procedures) and which has not been dealt with in accordance with the relevant Target Company’s normal complaints handling procedures and no such complaint is still outstanding.

9.17.

None of the Target Companies knowingly facilitates or assists in any breach by its customers of the laws or regulations which apply to the customer’s dealing with a Target Company.

9.18.

The internal procedures of each of the regulated Target Companies are, where applicable, in all material respects in accordance with the anti-money laundering rules (which in the case of City Index Limited for the purposes of this Agreement shall include Joint Money Laundering Steering Group Guidance) and such rules are actively followed and training of all relevant directors, officers and employees has been carried out which is both suitable and adequate and no Target Company has committed any breaches of anti-money laundering rules.

10.	Anti-corruption

10.1.

No court order or warrant under the Proceeds of Crime Act 2002, the Terrorism Act 2000 or any analogous legislation or regulatory requirement in any jurisdiction has been made in relation to any material or information held by any Target Company.

10.2.

No Target Company nor, so far as the Seller is aware, any of the officers, directors or employees of any Target Company is in violation of any: (a) provision of the U.S. Foreign Corrupt Practices Act of 1977 (as amended from time to time); (b) provision of the UK Bribery Act of 2010 (as amended from time to time); (c) applicable law (as amended from time to time) enacted in any jurisdiction in connection with or arising under the OECD Convention Combating Bribery of Foreign Public Officials in International Business Transactions (collectively, “ Anti-Corruption Law ”), in each case to the extent the relevant Target Company or officer, director or employee of a Target Company is subject to the same.

10.3.

So far as the Seller is aware, no Target Company nor any of its respective directors, officers, employees or agents has been subject to any investigation by any governmental agency with regard to any payment, bribe, rebate, payoff, influence payment, facilitation payment, kickback or other unlawful payment or gift of money or anything of value prohibited under any Anti-Corruption Law.

10.4.

The operations of each Target Company are, and have at all times been, conducted in compliance with all applicable anti-money laundering laws and all applicable financial record keeping and reporting requirements, rules, regulations and guidelines (collectively, “ Money Laundering Laws ”) and no investigation, action, suit or proceeding by or before

any court or governmental agency, authority or body or any arbitrator involving a Target Company with respect to Money Laundering Laws is pending and, so far as the Seller is aware, no such action, suits or proceedings are threatened or contemplated.

10.5.

Each Target Company undertakes money laundering compliance checks in order to identify its clients prior to accepting or conducting business with or accepting monies from clients and has procedures which it operates to identify and prevent money laundering.

11.

Insurance

11.1.

The Company and/or another Target Company carries insurance cover in compliance with applicable laws and regulations and which the Seller considers to be required to operate the Business.

11.2.

The Disclosure Letter sets out a list of, and attaches true and complete in all material respects copies of, all insurance policies relating to the assets, businesses, operations, employees, officers or directors of the Target Companies.

11.3.

There are no material outstanding claims under, or in respect of the validity of, any of those policies and so far as the Seller is aware, there are no circumstances likely to give rise to any claim under the policies described in paragraph ‎ 11.2.

11.4.

All the insurance policies are in full force and effect and, so far as the Seller is aware, there are no circumstances which would render any such insurance void or voidable. So far as the Seller is aware, nothing has been done or not done which could make any of them void or voidable and Closing will not terminate, or entitle any insurer to terminate, any such policy.

12.	Power of Attorney

12.1.

There are no powers of attorney in force given by the Target Companies.

12.2.

No person, as agent or otherwise, is entitled or authorised to bind or commit any of the Target Companies to any obligation not in the ordinary course of the Target Company’s business.

12.3.

The Disclosure Letter sets out the names of all persons who have authority to bind the Target Companies in the ordinary course of business.

13.	Disputes and Investigations

13.1.

No Target Company nor, so far as the Seller is aware, any person for whom a Target Company is vicariously liable:

(a)

is engaged in any litigation, administrative, mediation or arbitration proceedings or other proceedings or hearings before any statutory or government body, department, board or agency (except for debt collection in the normal course of business); or

(b)

has received notice that, or is otherwise aware that, it is the subject of any investigation, inquiry or enforcement proceedings by any government, administrative or regulatory body.

13.2.

So far as the Seller is aware, no director of any Target Company is, to the extent that it relates to the business of any Target Company, engaged in or subject to any of the matters mentioned in paragraph ‎ 13.1 of this ‎ Part A of ‎ Schedule 5.

13.3.

So far as the Seller is aware, no proceedings, investigation or inquiry as are mentioned in paragraph ‎ 13.1 or paragraph ‎ 13.2 of this ‎ Part A of ‎ Schedule 5 have been threatened or, so far as the Seller is aware, are pending and, so far as the Seller is aware, there are no circumstances likely to give rise to any such proceedings.

13.4.

The Target Companies are not affected by any existing or, so far as the Seller is aware, pending judgments or rulings, and have not given any undertakings arising from legal proceedings to a court, governmental agency, regulator or third party.

14.

Antitrust

14.1.

The definition in this paragraph applies in this Agreement:

“Antitrust Law” means the national and directly effective legislation of any jurisdiction which governs the conduct of companies or individuals in relation to restrictive or other anti-competitive agreements or practices (including, but not limited to, cartels, pricing, resale pricing, market sharing, bid rigging, terms of trading, purchase or supply and joint ventures), dominant or monopoly market positions (whether held individually or collectively) and the control of acquisitions or mergers.

14.2.

No Target Company is engaged in any agreement, arrangement, practice or conduct which amounts to an infringement of the Antitrust Law of any jurisdiction in which any Target Company conducts business and no director is engaged in any activity which would be an offence or infringement under any such Antitrust Law.

14.3.

No Target Company has received notice that, or is otherwise aware that, it is the subject of any investigation, inquiry or proceedings by any Authority in connection with any actual or alleged infringement of the Antitrust Law of any jurisdiction in which it conducts business.

14.4.

No such investigation, inquiry or proceedings as mentioned in paragraph ‎ 14.3 of this ‎ Part A of ‎ Schedule 5 have been threatened or, so far as the Seller is aware, are pending and, so far as the Seller is aware, there are no circumstances likely to give rise to any such investigation, inquiry or proceedings.

14.5.

So far as the Seller is aware, no Target Company is affected by any existing or pending decisions, judgments, orders or rulings of any Authority responsible for enforcing the Antitrust Law of any jurisdiction and no Target Company has given any undertakings or commitments to such bodies which affect the conduct of the Business.

15.

Contracts

15.1.

The definition in this paragraph applies in this Agreement:

“Material Contract” means an agreement or arrangement to which a Target Company is a party, which is not an employment contract with an employee of any Target Company or a lease in respect of a Property, and which is of material importance to the business, profits or assets of that Target Company.

15.2.

Except for the agreements and arrangements Disclosed, no Target Company is a party to or subject to any agreement or arrangement which:

(a)

is a Material Contract; or

(b)

is not in the ordinary and usual course of business of the Target Company; or

(c)

may be terminated as a result of any Change of Control of the Target Company; or

(d)

restricts the freedom of the Target Company to carry on the whole or any part of its business in any part of the world in such manner as it thinks fit; or

(e)

involves agency or distributorship and is not an “introducing brokers contract” or a “trading advisors contract”; or

(f)

involves partnership, joint venture, consortium, joint development, shareholders or similar arrangements; or

(g)

is of three years’ or greater duration; or

(h)

cannot be terminated by the Target Company on six months’ notice or less without payment of compensation or any special fees; or

(i)

requires the Target Company to pay any commission, finders’ fee, royalty or the like, save for arrangements with third parties in relation to the recruitment of employees or consultants; or

(j)

is loss-making, save for contracts concerning trading relationships with customers and contracts with hedging counterparties; or

(k)

is not on arm’s length terms; or

(l)

is an agreement or arrangement in which any director of the Seller’s Group or any person connected with any such director is interested, either directly or indirectly.

15.3.

Each Material Contract is in full force and effect and binding on the relevant Target Companies that are party to it. No Target Company has defaulted under or breached a Material Contract and so far as the Seller is aware:

(a)

no other party to a Material Contract has defaulted under or breached such a contract; and

(b)

no such default or breach by any Target Company or any other party is likely or has been threatened.

15.4.

No notice of termination of a Material Contract has been received or served by any Target Company and, so far as the Seller is aware, there are no grounds for determination, rescission, avoidance, repudiation or a material change in the terms of any such contract.

16.	Transactions with the Seller

16.1.

There is no outstanding indebtedness or other liability (actual or contingent) and no outstanding contract, commitment or arrangement between any Target Company and any of the following:

(a)

the Seller or any member of the Seller’s Group (other than any Target Company) or any person connected with the Seller or such a member; or

(b)

any director of the Seller or a member of the Seller’s Group or any person connected with such a director.

16.2.

Neither the Seller nor any person connected with the Seller is entitled to a claim of any nature against any Target Company, or has assigned to any person the benefit of a claim against any Target Company to which the Seller or a person connected with the Seller would otherwise be entitled.

17.	Finance and Guarantees

17.1.

Full particulars of all money borrowed otherwise than in the ordinary course of business by each Target Company (including full particulars of the terms on which such money has been borrowed) have been Disclosed.

17.2.

No guarantee, mortgage, charge, pledge, lien, assignment or other security agreement or arrangement has been given by or entered into by or any third party in respect of borrowings or other obligations of any Target Company.

17.3.

The total amount borrowed by any Target Company does not exceed any limitations on the borrowing powers contained:

(a)

in the constitutional documents of the Target Company; or

(b)

in any debenture or other deed or document binding on the Target Company.

17.4.

No Target Company has any outstanding loan capital or has lent any money that has not been repaid (other than to another Target Company) and there are no debts owing to a Target Company other than debts that have arisen in the normal course of business.

17.5.

No Target Company has:

(a)

factored any of its debts or discounted any of its debts or engaged in financing of a type which would not need to be shown or reflected in the Accounts; or

(b)

waived any right of set-off it may have against any third party.

17.6.

No indebtedness of any Target Company is due and payable and no security over any of the assets of any Target Company is now enforceable, whether by virtue of the stated maturity date of the indebtedness having been reached or otherwise. No Target Company has received any notice the terms of which have not been fully complied with and/or carried out from any creditor requiring any payment to be made and/or intimating the enforcement of any security which it may hold over the assets of the Target Companies.

17.7.

No Target Company has given or entered into any guarantee, mortgage, charge, pledge, lien, assignment or other security agreement or arrangement or is responsible for the indebtedness, or for the default in the performance of any obligation, of any other person which is not a Target Company.

17.8.

No Target Company is subject to any arrangement for receipt or repayment of any grant, subsidy or financial assistance from any government department or other body.

17.9.

Particulars of the balances on all the bank accounts of the Companies showing the position as at the date falling two Business Days prior to the date of this Agreement have been Disclosed and the Target Companies have no other bank accounts. Since those particulars were given there have been no payments out of those accounts other than routine payments in the ordinary course of business.

18.	Insolvency

18.1.

No Target Company:

(a)

is unable to pay or has stopped paying its debts as they fall due; or

(b)

has in the three years prior to the date of this Agreement failed to pay, secure or compound for any sum exceeding £750 within three weeks of a statutory demand for that sum.

18.2.

The value of the assets of each Target Company is not less than the amount of its liabilities, taking into account its contingent and prospective liabilities.

18.3.

No step has been taken in any jurisdiction to initiate any process by or under which:

(a)

the ability of the creditors of any Target Company to take any action to enforce their debts is suspended, restricted or prevented; or

(b)

some or all of the creditors of any Target Company accept, by agreement or in pursuance of a court order, an amount less than the sums owing to them in satisfaction of those sums with a view to preventing the dissolution of any Target Company; or

(c)

a person is appointed to manage the affairs, business and assets of any Target Company on behalf of any Target Company’s creditors; or

(d)

the holder of a charge over all or any Target Company’s assets is appointed to control the business and/or all or any assets of any Target Company.

18.4.

No process has been instituted which could lead to any Target Company being dissolved and its assets being distributed among the Target Company’s creditors, shareholders or other contributors.

19.

Assets

19.1.

The Target Companies are the full legal and beneficial owners of, or use under a valid and binding agreement, all the assets included in the Accounts, and any assets acquired since the

Accounts Date, and all other assets used by the Target Companies except for those disposed of since the Accounts Date in the normal course of business.

19.2.

The Target Companies are in possession and control of all the assets included in the Accounts, and those acquired since the Accounts Date, except for those Disclosed as being in the possession of a third party in the normal course of business.

19.3.

None of the assets, undertaking or goodwill of the Target Companies are subject to an Encumbrance, or to any agreement or commitment to create an Encumbrance, and no person has claimed to be entitled to create such an Encumbrance.

20.	Intellectual Property

20.1.

Complete and accurate particulars are set out in ‎ Part A and ‎ Part B of ‎ Schedule 10 respectively of all registered Intellectual Property Rights (including applications for such rights) and material unregistered Intellectual Property Rights owned, used or held for use by a Target Company.

20.2.

Complete and accurate particulars are set out in ‎ Part C and ‎ Part D of ‎ Schedule 10 respectively of all material licences, agreements, authorisations and permissions (in whatever form and whether express or implied) under which:

(a)

the Target Companies use or exploit Intellectual Property Rights owned by any third party; or

(b)

the Target Companies have licensed or agreed to license Intellectual Property Rights to, or otherwise permitted the use of any Intellectual Property Rights by, any third party.

20.3.

Except as set out in ‎ Part C or ‎ Part D of ‎ Schedule 10, the relevant Target Company is the sole legal and beneficial owner of (or applicant for) the Intellectual Property Rights set out in ‎ Part A or ‎ Part B of ‎ Schedule 10, free from all Encumbrances.

20.4.

The Target Companies do not require any Intellectual Property Rights other than those set out in ‎ Part A or ‎ Part B of ‎ Schedule 10, or used or exploited by such Target Company under a licence set out in ‎ Part C or ‎ Part D of ‎ Schedule 10, in order to carry on their respective activities.

20.5.

The Intellectual Property Rights set out in ‎ Part A and ‎ Part B of ‎ Schedule 10 are, so far as the Seller is aware, valid, subsisting and enforceable and nothing has been done or not been done as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable. In particular:

(a)

all application and renewal fees and other steps required for the maintenance or protection of such rights have been paid on time or taken;

(b)

so far as the Seller is aware, all confidential information (including know-how and trade secrets) owned or used by the Target Companies has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter);

(c)

so far as the Seller is aware, no mark, trade name or domain name identical or similar to any such rights has been registered or is being used by any person in the same or a similar business to that of any Target Company, in any country in which any Target Company has registered or is using that mark, trade name or domain name; and

(d)

there are and have been no claims, challenges, disputes or proceedings, pending or threatened, in relation to the ownership, validity or use of such rights.

20.6.

Nothing is due to be done within thirty days of the date of this Agreement the omission of which would jeopardise the maintenance or prosecution of any of the Intellectual Property Rights owned or used by any Target Company which are registered or the subject of an application for registration.

20.7.

So far as the Seller is aware, there has been no infringement by any third party of any Intellectual Property Rights set out in ‎ Part A and ‎ Part B of ‎ Schedule 10 nor, so far as the Seller is aware, any third party breach of confidence or actionable act of unfair competition in relation to the business or assets of the Target Companies, and, so far as the Seller is aware, no such infringement, breach of confidence or actionable act of unfair competition is current or anticipated.

20.8.

The agreements and licences set out in ‎ Part C or ‎ Part D of ‎ Schedule 10:

(a)

are valid and binding;

(b)

so far as the Seller is aware, have not been the subject of any breach or default by any party or of any event which, with the giving of notice or lapse of time, would constitute a default;

(c)

are not the subject of any claim, dispute or proceeding and, so far as the Seller is aware, no such claim, dispute or proceeding is pending or has been threatened; and

(d)

have, where required, been duly recorded or registered.

20.9.

A Change of Control of any Target Company will not result in the termination of any Intellectual Property Rights set out in ‎ Schedule 10 or, so far as the Seller is aware, have a materially adverse effect or impact on such Intellectual Property Rights.

20.10.

The activities of the Target Company and of any licensee of Intellectual Property Rights granted by any Target Company:

(a)

have not materially infringed, do not materially infringe and, so far as the Seller is aware, are not likely to materially infringe the Intellectual Property Rights of any third party;

(b)

have not constituted, do not constitute and, so far as the Seller is aware, are not likely to constitute any breach of confidence, passing off or actionable act of unfair competition; and

(c)

have not given and do not give rise to any obligation to pay any royalty, fee, compensation or any other sum whatsoever.

21.	Information Technology

21.1.

The definitions in this paragraph apply in this Agreement:

“IT Contracts” means all arrangements and agreements under which any third party (including without limitation any member of the Seller’s Group (other than the Target Companies) and any source code deposit agents) provides any element of, or services relating to, the IT System, including leasing, hire purchase, licensing, maintenance and services agreements.

“IT System” means all computer hardware (including network and telecommunications equipment) and software (including associated preparatory materials, user manuals and other related documentation) owned, used, leased or licensed by or to the Target Companies.

21.2.

Complete and accurate particulars of the IT System and all material IT Contracts are set out in ‎ Part A and ‎ Part B of ‎ Schedule 11.

21.3.

Save to the extent provided in the IT Contracts, the Target Companies are the owners of the IT System free from Encumbrances. The Target Companies have obtained all necessary rights from third parties to enable them to make use of the IT System in the manner in which it is currently being used.

21.4.

The IT Contracts are valid and binding and no act or omission has occurred which would, if necessary with the giving of notice or lapse of time, constitute a breach of any such contract.

21.5.

There are no claims, disputes or proceedings existing or threatened under any IT Contracts.

21.6.

None of the material IT Contracts are liable to be terminated or otherwise materially affected by a Change of Control of any Target Company, and the Seller has no reason to believe that any IT Contracts will not be renewed on the same or substantially the same terms when they expire. So far as the Seller is aware, a Change of Control of any Target Company will not have a materially adverse effect or impact on the material IT Contracts.

21.7.

The Target Company has possession or control of the source code of all software in the IT System, or has the right to gain access to such code under the terms of source code deposit agreements with the owners of the rights in the relevant software and reputable deposit agents (particulars of which are set out in ‎ Part B of ‎ Schedule 11).

21.8.

The elements of the IT System:

(a)

are functioning in accordance with all applicable specifications;

(b)

are not defective in any material respect and have not been materially defective or materially failed to function during the last 12 months;

(c)

so far as the Seller is aware, do not contain any software virus and have not within the last twelve months been infected by any software virus or accessed by any unauthorised person;

(d)

have sufficient capacity and performance to meet the current business requirements of the Target Company;

(e)

include sufficient user information to enable reasonably skilled personnel in the field to use and operate the IT System in the manner in which it is currently being used without the need for further assistance; and

(f)

have been regularly maintained and the IT System has the benefit of appropriate maintenance and support agreements, complete and accurate particulars of which are set out in ‎ Part B of ‎ Schedule 11.

21.9.

The Target Companies have implemented appropriate procedures (including in relation to off-site working where applicable) for ensuring the security of the IT System and the confidentiality and integrity of all data stored in it.

21.10.

The Target Companies have in place a disaster recovery plan which is documented and would enable the business of the Target Companies to continue if there were significant damage to or destruction of some or all of the IT System. A copy of the plan is attached to the Disclosure Letter.

21.11.

The performance and functionality of the IT System (and any other equipment and systems owned or used by the Target Companies which depend on date-programmed control devices) has not been affected and will be unaffected by any changes in dates (past, present or future). In particular:

(a)

no value for a current date has caused or will cause any interruption in operation;

(b)

date-based functionality has behaved and will behave consistently for all dates;

(c)

in all interfaces and data storage, the century in any date is and will be specified either explicitly or by unambiguous algorithms or inferencing rules; and

(d)

all leap years (that is, a year occurring once in four years, with 366 days) will be recognised as such.

21.12.

The IT System is capable of:

(a)

performing its functions in multiple currencies;

(b)

displaying and printing the generally accepted symbols for any currency; and

(c)

processing the generally accepted codes for any currency.

22.	Data Protection

22.1.

Each Target Company is duly registered as a data controller under the Data Protection Act 1998 (the “ DPA ”) or under the data protection or privacy law of its jurisdiction of incorporation for all purposes for which registration is required in respect of the business of that Target Company and accurate and complete particulars of the relevant registrations are set out in the Disclosure Letter.

22.2.

Each Target Company has complied with all relevant requirements under the DPA or under the data protection or privacy law of its jurisdiction of incorporation.

22.3.

The Company has not received a notice (including, without limitation, any notice of intent, monetary penalty notice, information or enforcement notice), letter or complaint from the Information Commissioner requesting information relating to its data protection policies or practices and the Seller has no reason to believe that there are any circumstances which exist which might give rise to any such notice, letter or complaint being served, given or made. In respect of each other Target Company, no Target Company has received an equivalent notice, letter or complaint from the relevant Authority with responsibility for enforcement of data protection or privacy law in its jurisdiction of incorporation.

22.4.

No individual has been awarded compensation from any Target Company under the DPA or under the data protection or privacy law of such Target Company’s jurisdiction of incorporation, no claim for such compensation is outstanding and the Seller has no reason to believe that any circumstances exist which might lead to any claim for compensation being made.

22.5.

No order has been made against any Target Company for the rectification, blocking, erasure or destruction of any data under the DPA or under the data protection or privacy law of such Target Company’s jurisdiction of incorporation, no application for such an order is outstanding and the Seller has no reason to believe that any circumstances exist which might lead to any application for such an order being made.

22.6.

So far as the Seller is aware, no warrant has been issued under the Schedule 9 of the DPA authorising the Information Commissioner (or any of his officers or servants) to enter any of the premises of the Company. In respect of each other Target Company, so far as the Seller is aware, no equivalent warrant has been issued under the data protection or privacy law of the Target Company’s jurisdiction of incorporation giving the relevant Authority with responsibility for enforcement of data protection or privacy law in the relevant jurisdiction of incorporation (or such Authority’s officers or servants) to enter any of the premises of such Target Company.

23.	Employment

23.1.

The name of each person who is a Director is set out in ‎ Part A and ‎ Part B of ‎ Schedule 1.

23.2.

The Disclosure Letter includes details of all individuals employed by the Target Companies whose annual basic salary exceeds £60,000 and the principal terms of their contract of employment, including:

(a)

the individual’s name;

(b)

the company which employs them;

(c)

the country in which the individual is employed and/or is paid;

(d)

the law governing the contract of employment;

(e)

the job title and remuneration of each individual (including any benefits that the Target Company is bound to provide to them or their dependants, whether now or in the future);

(f)

the length of service of the employee;

(g)

the length of notice necessary to terminate the contract of employment or, if a fixed term, the expiry date of the fixed term and details of any previous renewals; and

(h)

the type of contract (whether full- or part-time or other).

23.3.

The Disclosure Letter includes details of all individuals who are providing services to any Target Company under an agreement which is not a contract of employment with the relevant Target Company (including, in particular, where the individual acts as a consultant or is on secondment from an employer which is not a member of the Seller’s Group) and who are paid equivalently to an annual basic salary in excess of £60,000, together with the particulars of the terms on which the individual provides services, including:

(a)

the individual’s name;

(b)

the company which engages them;

(c)

any country in which the individual provides services;

(d)

the law governing the agreement;

(e)

the job title and remuneration of the individual (including any benefits that the Target Company is bound to provide to them or their dependants, whether now or in the future); and

(f)

the length of notice necessary to terminate the agreement or, if a fixed term, the expiry date of the fixed term and the details of any previous renewals.

23.4.

The Disclosure Letter includes particulars of all the employees of the Target Companies who are on secondment, maternity leave or other statutory leave or who have been absent due to ill health for a period of two weeks or more or are absent for any other reason.

23.5.

No notice to terminate the contract of employment of any employee of the Target Companies whose annual basic salary exceeds £60,000 (whether given by the relevant employer or by the employee) is pending, outstanding or threatened and no dispute is otherwise outstanding between the Target Company and any of its current or former employees relating to their employment, its termination or any reference given by the Company regarding them.

23.6.

No offer of employment with a proposed annual basic salary which exceeds £60,000 has been made by any Target Company to any individual which has not yet been accepted or which has been accepted but where the individual’s employment has not yet started.

23.7.

The acquisition of the Shares by the Buyer or compliance with the terms of this Agreement will not entitle any Directors, officers or employees of any Target Company to terminate their employment or receive any payment or other benefit.

23.8.

All contracts of employment between each Target Company and its employees are terminable on not more than three months’ notice without compensation (except compensation payable under the applicable law).

23.9.

No Target Company is a party to, bound by or proposing to introduce in respect of its Directors and employees any redundancy payment scheme in addition to statutory redundancy pay, nor is there any agreed procedure for redundancy selection.

23.10.

No Target Company is a party to, bound by or proposing to introduce in respect of any of its Directors or employees any incentive scheme (including, without limitation, any share option arrangement, profit sharing, commission or bonus scheme).

23.11.

There are no incentive schemes or other incentive arrangements (including, without limitation, any share option arrangement, commission, profit sharing or bonus scheme) established by any member of the Seller’s Group in which a Target Company or any of its Directors or employees participates.

23.12.

No Target Company has incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) which remains outstanding, or for failure to comply with any order for the reinstatement or re-engagement of any employee.

23.13.

No Target Company has incurred any liability that remains outstanding for a failure to provide information or to consult with employees under any applicable employment legislation.

23.14.

Save for any contractual notice to terminate an employee’s contract of employment or compensation payable under applicable law, no Target Company has in the last 12 months made or agreed to make a payment, or provided or agreed to provide a benefit to a present or former Director, officer or employee, or to their dependants in connection with the actual or proposed termination or suspension or variation of an employment contract.

23.15.

No Target Company has in the last 6 months materially altered any of the terms of employment or engagement of any of the employee whose annual basic salary exceeds £60,000.

23.16.

No Target Company has in the last 6 months transferred or agreed to transfer any employee whose annual basic salary exceeds £60,000 from working for a Target Company.

23.17.

No Target Company has in the last 12 months induced any employee whose annual basic salary exceeds £60,000 to resign his employment with a Target Company.

23.18.

There are no sums owing to or from any employee other than reimbursement of expenses, wages for the current salary period and holiday pay for the current holiday year.

23.19.

No Target Company has offered, promised or agreed to any future variation in the contract of any employee.

23.20.

The Disclosure Letter includes true, complete and accurate:

(a)

copies of the standard form contracts that the employees are employed under, the employment contracts of any employee whose annual basic salary exceeds £60,000, handbooks, policies and other documents which detail the terms and conditions of employment in respect of the employees; and

(b)

copies of all agreements or arrangements with any trade union, employee representative body or body of employees and their representatives (whether binding or not) and details of any unwritten agreements or arrangements which may affect any employee.

23.21.

In respect of each employee, the Target Companies have:

(a)

performed all obligations and duties they are required to perform (and settled all outstanding claims), whether or not legally binding and whether arising under contract, applicable legislation or otherwise;

(b)

complied with the terms of any relevant agreement or arrangement with any trade union, employee representative or body of employees or their representatives (whether binding or not); and

(c)

maintained adequate, suitable and up to date records.

23.22.

No employee is subject to a current disciplinary warning or procedure.

23.23.

No Target Company is involved in any material industrial or trade dispute or negotiation regarding a claim with any trade union or other group or organisation representing employees and there is nothing likely to give rise to such a dispute or claim.

24.

Property

24.1.

The definitions in this paragraph apply in this Agreement:

“Current Use”	means the use for each Property as set out in ‎ Schedule 12;
“Previously owned Land and Buildings”	means land and buildings that have, at any time before the date of this Agreement, been owned and/or occupied and/or used by any Target Company, but which are either no longer owned, occupied or used by any Target Company, or are owned, occupied or used by one of them but pursuant to a different lease, licence, transfer or conveyance;
“Properties”	means all those properties identified in ‎ Schedule 12 and “Property” means any one of them or any part or parts of them; and

24.2.

The particulars of the Properties set out in ‎ Schedule 12 are true, complete and accurate.

24.3.

The Properties are the only real properties owned, used or occupied by the Target Companies.

24.4.

No Target Company has any right of ownership, right of use, option, right of first refusal or contractual obligation to purchase, or any other legal or equitable right affecting any land or buildings other than the Properties.

24.5.

No Target Company has any actual or contingent liability in respect of Previously owned Land and Buildings.

24.6.

No Target Company has given any guarantee or indemnity for any liability relating to any of the Properties, Previously owned Land and Buildings or any other land or buildings.

24.7.

All the Properties are used or available for use by a Target Company in connection with the business of the Target Companies.

24.8.

The Target Company identified as the owner of each Property in ‎ Schedule 12 is solely legally and beneficially entitled to it.

24.9.

The Properties are free from claims, liabilities, third party rights, private rights to restrict the use of any Property, rights of occupation, options, rights to acquire, rights of first refusal, financial obligations (including public financial obligations), security interests, public rights and public restrictions (other than in each case any matters contemplated by and/or referred to in any lease under which a Property is held).

24.10.

There are appurtenant to each Property, all rights necessary for its Current Use and enjoyment (without restriction as to time or otherwise). Access to each Property is over public roads maintained at public expense and such roads immediately abut each Property at each point where access is gained or the relevant lease under which a Property is held contains sufficient rights of access.

24.11.

The relevant Target Company has, in respect of any lease under which a Property is held, paid to date the rent, insurance rent and service charge (if any) payable and has received no notice from the relevant landlord alleging or claiming that there is any outstanding breach of any other obligation on part of the tenant under any such lease. There is no outstanding application for any consent under any such lease. There is no pending rent review under any such lease.

24.12.

No Target Company has received or is aware of any notice, order or proposal which would adversely affect the use or enjoyment of any of the Properties by the relevant Target Company, or access to or from any of them.

24.13.

None of the Properties are held on terms that would allow any landlord or other third party to change those terms, or terminate the right of any Target Company to hold the Property, by reason of a Change of Control of a Target Company.

24.14.

There are no disputes relating to or affecting any of the Properties.

24.15.

The Current Use of each of the Properties is set out in ‎ Schedule 12 and is lawful or permitted under the applicable planning law and regulations.

24.16.

No notice has been received by any Target Company from any competent authority alleging or complaining of any breach of any applicable law or regulation in respect of any of the Properties and, so far as the Seller is aware, no Target Company has committed any such breach.

24.17.

Each of the Properties is in a good state of repair and condition and is fit for its Current Use.

24.18.

There are no development works, redevelopment works or fitting-out works outstanding in respect of any of the Properties.

25.	Environment

25.1.

No written notice, notification, demand, request for information, citation, summons or order has been received by the Seller or any Target Company, no complaint has been filed, no penalty has been assessed and no action, claim, suit, proceeding or (to the knowledge of the Seller) investigation is pending or (to knowledge of the Seller) threatened by any Authority or other person against any Target Company, in each case alleging a violation by or asserting liability on the part of any Target Company under any Environmental Law which would reasonably be expected to result in or be the basis for any material claim or liability under Environmental Laws against or on the part of any Target Company.

25.2.

So far as the Seller is aware, there are no facts or conditions in respect of the operations of any Target Company, or any of its ownership or lease of any real property, which could reasonably be expected to result in or be the basis for any material claim or liability under Environmental Laws against or on the part of any Target Company.

25.3.

No Hazardous Substance is present in, at, on, under or emanating from any property now or previously owned, leased or operated by any Target Company (or any of its respective predecessors), or has been sent by any Target Company (or any of its respective predecessors) for treatment or disposal at any other real property, in a quantity or condition that has given or would reasonably be expected to give rise to any material remedial obligation or liability on the part of any Target Company under Environmental Laws.

25.4.

In all material respects, the Target Companies are in compliance with all applicable Environmental Laws and have obtained and are in compliance with all required Environmental Permits; such Environmental Permits are valid and in full force and effect.

25.5.

There has been no material environmental investigation, study, audit, test, review or other environmental analysis of the operations of any Target Company, or concerning any real property now or previously owned, leased or operated by any Target Company, conducted by the Seller or otherwise in the Seller’s or any Target Company’s possession or control, which has not been Disclosed to Buyer.

Part B

Tax Warranties

1.	Compliance

1.1.

All liabilities, whether actual, deferred, contingent or disputed, of a Target Company for Tax measured by reference to income, profits or gains earned, accrued or received on or before the Accounts Date or arising in respect of an event occurring or deemed to occur on or before the Accounts Date are fully provided for or (as appropriate) disclosed in the Accounts. All other warranties relating to specific Tax matters set out in this Schedule are made without prejudice to the generality of this paragraph. Those other warranties do not apply to events or omissions occurring more than four years prior to the date of this Agreement, except where expressly provided otherwise.

1.2.	Since the Accounts Date, no Target Company has been involved in any transaction which has given or may give rise to a liability to Tax on a Target Company (or would have given or might give rise to such a liability but for the availability of any Relief) other than Tax in

respect of normal trading income or receipts of a Target Company arising from transactions entered into by it in the ordinary course of business.

1.3.	All Tax due and payable by a Target Company prior to the date hereof has been paid in full.

1.4.

Each of the Target Companies has duly, and within any appropriate time limits, made all returns, given all notices and supplied all other information required to be supplied to all relevant Tax Authorities and has maintained all records required to be maintained for Tax purposes; all such information was and remains complete and accurate in all material respects and was made on the proper basis and does not, and so far as the Seller is aware is not likely to, reveal any transactions which may be the subject of any dispute with or any enquiry raised by, any Tax Authority.

1.5.

No Target Company is involved in any current dispute with any Tax Authority or is or has in the last six years been the subject of any investigation, enquiry, audit or non-routine visit by any Tax Authority. So far as the Seller is aware in relation to the Target Companies there is no planned investigation, enquiry, audit or non-routine visit to be instituted.

1.6.

Within the past six years, no Target Company has nor any director or officer of a Target Company (in his capacity as such) has paid or become liable to pay, and there are no circumstances by reason of which it or they may become liable to pay to any Tax Authority, any penalty, fine, surcharge or interest in respect of Tax (including in respect of any failure to make any return, give any notice or supply any information to any relevant Tax Authority, or any failure to keep or preserve any records or to pay Tax on the due date for payment). No Target Company has within the past six years been required to provide any security in respect of any amount of Tax and no asset of a Target Company is subject to any charge or power of sale in favour of any Tax Authority.

1.7.

No transaction in respect of which any consent, ruling, confirmation or clearance (each a “ ruling ”) was required or sought from any Tax Authority has been entered into or carried out by a Target Company without such ruling having first been properly obtained. All information supplied to any Tax Authority in connection with any such ruling fully and accurately disclosed all facts and circumstances material to the giving of such ruling. Any transaction for which such ruling was obtained has been carried out only in accordance with the terms of such ruling and the application on which the ruling was based and at a time when such ruling was valid and effective. No facts or circumstances have arisen since any such ruling was obtained which would cause the ruling to become invalid or ineffective.

1.8.	No Tax Authority has operated or agreed to operate any special arrangement (being an arrangement which is not based on relevant legislation or any published practice) in relation to affairs of a Target Company.

1.9.

No Relief has been claimed by and/or given to a Target Company, or taken into account in determining or eliminating any provision for Tax or deferred tax in the Accounts, which could or might be effectively withdrawn, postponed, restricted or otherwise lost as a result of the sale and purchase hereunder or any other event or circumstance occurring or arising at any time after the Accounts Date.

1.10.

The implementation of the transactions contemplated by this Agreement will not give rise to any deemed disposal or realisation by a Target Company of any asset or liability for any Tax purpose.

1.11.

Each of the Target Companies has made all deductions and retentions of or on account of Tax as it was or is obliged or entitled to make and all such payments of or on account of Tax as should have been made to any Tax Authority in respect of such deductions or retentions.

1.12.

No Target Company is, or has within the past four years been, party to any group payment arrangements pursuant to section 36 of the Finance Act 1998 or Section 59F of the Taxes Management Act 1970.

Employees

All amounts payable to any Tax Authority in respect of any employee (including any Tax deductible from any amounts paid to an employee, and any social security, social fund or similar contributions required to be made in respect of employees) due and payable by a Target Company up to the date hereof have been duly paid and each of the Target Companies has made all such deductions and retentions as should have been made under applicable laws or regulations.

3.	Company Residence and Permanent Establishment

3.1.

Each of the Target Companies is and has at all times been resident for Tax purposes in its place of incorporation and is not and has not at any time been treated as resident in any other jurisdiction for any Tax purpose (including any double taxation arrangement). No Target Company is subject to Tax in any jurisdiction other than its place of incorporation by virtue of having a permanent establishment or other place of business in that jurisdiction.

3.2.	No Target Company is liable for any Tax as the agent of any other person or business or constitutes a permanent establishment of any other person, business or enterprise for any Tax purpose.

4.	Transfer Pricing, Thin Capitalisation

4.1.

All transactions entered into by a Target Company have been and are on fully arm’s length terms. There are no circumstances which could cause any Tax Authority to make any adjustment for Tax purposes, or require any such adjustment to be made, to the terms on which any such transaction is treated as taking place, and no such adjustment has been made or attempted in fact.

4.2.

Without prejudice to the generality of the preceding paragraph, no Target Company is or could be treated as thinly capitalised for any Tax purpose. There are no circumstances which could cause any Tax Authority to deny Relief for interest paid by a Target Company, and no such Relief has been denied in fact.

5.	Value Added Tax

5.1.	Each of the Target Companies:

(a)

is registered for the purposes of VAT, has been so registered at all times that it has been required to be registered by VAT legislation, and such registration is not subject to any conditions imposed by or agreed with the relevant Tax Authority;

(b)

has complied fully with and observed in all material respects the terms of VAT legislation;

(c)

obtains credit for all input tax paid or suffered by it; and

(d)

is not and has not been treated as a member of a group for the purposes of VAT legislation, and has not applied for such treatment.

5.2.	All VAT, import duty and other Taxes or charges payable by any Target Company upon the supply, acquisition, use or importation of goods or services, and all excise or customs duties payable in respect of any assets imported or owned by a Target Company have been paid in full.

6.	Stamp Taxes

6.1.	In respect of all documents which establish or are necessary to establish the title of a Target Company to any asset, or by virtue of which that Target Company has any right, all applicable stamp duties or registration charges or similar duties or charges have been duly paid.

Schedule 6

Buyer’s Warranties

1.	The Buyer is validly incorporated, in existence and duly registered under the laws of its jurisdiction of incorporation and has full power to conduct its business as conducted at the date of this Agreement.

The Buyer has corporate power and, upon obtaining Buyer Stockholder Approval, authority to enter into and perform each of the Transaction Documents, and the provisions of each Transaction Document and any agreement entered into pursuant to the terms of this Agreement constitute (or shall constitute when executed) valid, legal and binding obligations on the Buyer and are enforceable against the Buyer, in accordance with their respective terms.

3.	The Buyer has duly authorised, executed and delivered this Agreement and will, at Closing, have authorised, executed and delivered any agreements to be entered into pursuant to the terms of this Agreement.

4.	The execution and delivery by the Buyer of, and the performance by the Buyer of its obligations under, this Agreement and any agreement entered into pursuant to the terms of this Agreement will not result in:

(a)

a breach of or conflict with any provision of its constitutional documents; or

(b)

a material breach of, or constitute a material default under, any instrument to which it is a party or by which it is bound; or

(c)

a breach of any statute, law, rule, regulation, order, judgment, decree of any court or government agency or other restriction applicable to the Seller or a Target Company.

All consents, permissions, authorisations, approvals and agreements of third parties and all authorisations, registrations, declarations, filings with any governmental department, commission, agency or other organisation having jurisdiction over the Buyer which are necessary or desirable for the Buyer to obtain in order to (a) enter into and perform this Agreement and any agreement entered into pursuant to the terms of this Agreement in accordance with its terms; and (b) continue such business activities carried on by the Buyer as at the date of this Agreement, have been (or, following satisfaction of the Conditions, will have been) unconditionally obtained in writing and (in respect of (a) above) have been disclosed to the Seller.

6.	There are no:

(a)

outstanding judgments, orders, injunctions or decrees of any governmental or regulatory body or arbitration tribunal against or affecting the Buyer or any of its Group undertakings;

(b)

lawsuits, actions or proceedings pending or, to the knowledge of the Buyer, threatened against or affecting the Buyer or any of its Group undertakings; or

(c)

investigations by any governmental or regulatory body which are pending or threatened against the Buyer or any of its Group undertakings, so far as the Buyer is aware,

which, in each case, has or could have a material adverse effect on the ability of the Buyer to perform its obligations under this Agreement and/or any agreement entered into pursuant to the terms of this Agreement and/or continue such business activities carried on by the Buyer as at the date of this Agreement.

No order has been made, petition presented or meeting convened for the winding up of the Buyer or any of its group undertakings, nor any other action taken in relation to the appointment of an administrator, liquidator, receiver, administrative receiver, compulsory manager or any provisional liquidator (or equivalent in any other jurisdiction) (or other process whereby the business is terminated and the assets of the company concerned are distributed amongst the creditors and/or shareholders or other contributors), and there are no proceedings under any applicable insolvency, reorganisation or similar laws in any relevant jurisdiction, and no events have occurred which, under applicable laws, would justify any such proceedings.

The Buyer’s Shares to be issued as part of the Purchase Price (including any Buyer’s Shares issuable upon conversion of the Convertible Notes into Buyer’s Shares) will have been, upon Buyer Stockholder Approval, duly authorised and, when issued and delivered in accordance with the terms of this Agreement and (to the extent applicable) the Convertible Notes Indenture, will have been validly issued and will be fully paid and nonassessable and the issuance thereof is not subject to any preemptive or other similar right.

So far as the Buyer is aware, the Buyer has filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses, registration statements and other documents, and any amendments thereto, required to be filed or furnished by the Buyer with the SEC since 31 December 2013 (collectively, together with any exhibits and schedules thereto and other information incorporated by reference therein, the “ Buyer’s SEC Documents ”).

10.	As of its respective filing date, each Buyer SEC Document complied as to form in all material respects with all applicable requirements of the Securities Act, or the Exchange Act, as the case may be.

11.

As of its respective filing date, each Buyer SEC Document filed or furnished pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

12.

Each Buyer SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

13.	The Buyer maintains disclosure and controls and procedures required by Rule 13a-15 or Rule 15d-15 of the Exchange Act.

14.

The information supplied by the Buyer for inclusion in the Proxy Statement shall not, on the date the Proxy Statement (and any amendments or supplements thereto) is first mailed to the stockholders of the Buyer or at the time of the Buyer Stockholder Approval: (i) contain any untrue statement of a material fact; or (ii) omit to state any material fact required to be stated therein or necessary to be included therein in order to make the statements therein (in

light of the circumstances under which they were made) not misleading. The warranties contained in this paragraph ‎ 14 of ‎ Schedule 6 will not apply to statements included in, or omissions from, the Proxy Statement based upon information supplied by any Target Company, the Seller or any of their respective representatives or advisors.

Schedule 7

Limitation on Seller’s liability

Scope

1.1.	The Seller shall be liable in respect of a Claim or an Indemnity Claim or a Tax Covenant Claim only if and to the extent that such claim becomes a “ Determined Claim ” which shall mean:

(a)

a Claim or an Indemnity Claim or a Tax Covenant Claim which has been settled by written agreement between the Seller and the Buyer; or

(b)

a Claim or an Indemnity Claim or a Tax Covenant Claim which has been finally determined by a court of competent jurisdiction from which no right of appeal exists, or from whose judgment the relevant party is debarred by passage of time or otherwise from making an appeal; or

(c)

a Tax Covenant Claim in respect of which payment is due in accordance with the terms of the Tax Covenant.

2.	Disclosure

The Seller is not liable for any Claim to the extent that the facts and circumstances giving rise to the Claim have been Disclosed.

3.	Monetary limits

3.1.	The liability of the Seller for all Fundamental Warranty Claims shall not exceed an amount equal to US$115,000,000.

3.2.	The liability of the Seller for all Claims and Tax Covenant Claims when taken together shall not exceed an amount equal to US$48,000,000.

3.3.	The total aggregate liability of the Seller under this Agreement (other than in respect of any Indemnity Claims) shall not in any event exceed an amount equal to US$115,000,000.

3.4.	The Seller shall not be liable for a Claim unless the aggregate amount of all Claims, when taken together, exceeds US$1,000,000, in which case the whole amount (and not just the amount by which the limit in this paragraph ‎ 3.4 of ‎ Schedule 7 is exceeded) is recoverable by the Buyer.

4.	Time limits

4.1.	No Claim may be made against the Seller unless notice (complying with the provisions of paragraph ‎ 4.3 of this ‎ Schedule 7) of the Claim is served on the Seller in writing:

(a)

in the case of a Tax Warranty Claim, before the fourth anniversary of the Closing Date; and

(b)

in the case of any other Claim, before the date falling 18 months after the Closing Date.

4.2.	No Fundamental Claim may be made against the Seller unless notice (complying with the provisions of paragraph ‎ 4.3 of this ‎ Schedule 7) of the Fundamental Claim is served on the Seller in writing before the seventh anniversary of the Closing Date.

4.3.	A notice of a Claim or a Fundamental Claim shall specify in reasonable detail the specific matter in respect of which the Claim or Fundamental Claim is made and Buyer’s estimate (on a without prejudice basis) of the amount of such Claim or Fundamental Claim.

4.4.	Any Claim shall (if it has not been previously satisfied, settled or withdrawn) be deemed to have been withdrawn twelve months after notice is given pursuant to paragraph ‎ 4.1 of this ‎ Schedule 7 unless legal proceedings in respect of such Claim have commenced, except:

(a)

where such Claim relates to a contingent liability, in which case it shall be deemed to have been withdrawn unless legal proceedings in respect of it have commenced within the earlier of: (i) twelve months of it having become an actual liability; and (ii) 36 months from the Closing Date; or

(b)

where such claim is a Claim of which notice is given for the purpose of paragraph ‎ 4.1 of this ‎ Schedule 7 at a time when the amount set out in paragraph ‎ 3.4 of this ‎ Schedule 7 has not been exceeded, in which case it shall be deemed to have been withdrawn unless legal proceedings in respect of it have commenced within twelve months of the date of any subsequent notification to the Seller pursuant to paragraph ‎ 4.1 of this ‎ Schedule 7 of one or more Claims which result(s) in the total amount claimed in all Claims notified to the Seller pursuant to paragraph ‎ 4.1 of this ‎ Schedule 7 exceeding the amount set out in paragraph ‎ 3.4 of this ‎ Schedule 7 for the first time.

4.5.	Where notice of a Claim, Fundamental Claim or Tax Covenant Claim is served in accordance with this paragraph 4, such notice shall also be deemed to be a "Claim Notice" for the purposes of Schedule 19.

5.	Other Limitations

5.1.	The Seller shall have no liability in respect of any Claim:

(a)

to the extent that the liability in respect of the relevant claim arises or is increased as a result of any change in any enactment, law, regulation, directive or enforcement policy or practice of the relevant governmental or regulatory authority (including extra statutory concessions of HM Revenue & Customs) made after the date of this Agreement whether or not having retrospective effect; and

(b)

to the extent that the claim in question would not have arisen but for a voluntary act or transaction, where such act or transaction is not carried out in the ordinary course of business of the Buyer and could reasonably have been avoided, carried out by the Buyer or (from and including Closing) any of the Target Companies.

5.2.	The Seller’s liability to the Buyer for a Claim shall be reduced by the amount, if any, equal to the amount of any specific or identifiable provision or reserve included for such Claim in the Accounts or in the Closing Statement.

6.	Right to remedy

The Seller shall not be liable for any Claim if the alleged breach which is the subject of the Claim is capable of remedy and is remedied to the reasonable satisfaction of the Buyer by the Seller within 30 days of the date on which the notice in paragraph ‎ 4.1 of this ‎ Schedule 7 above is received by the Seller.

7.	No double recovery

The Buyer shall be entitled to make more than one Claim arising out of the same subject matter, fact event or circumstances but shall not be entitled to recover from the Seller more than once for the same damage suffered.

8.	Third party claims

8.1.

If the Buyer or any Target Company is at any time entitled to recover or otherwise claim reimbursement from a third party in respect of any matter or circumstance giving rise to a Claim or a Fundamental Warranty Claim (including under a policy of insurance), the Buyer or the relevant Target Company shall use reasonable endeavours to procure recovery from the third party and:

(a)

the liability of the Seller in respect of the related claim shall be reduced by the amount actually recovered from the relevant third party (less all costs, charges and expenses reasonably incurred by the Buyer or the relevant Target Company in recovering that sum, any increase in any insurance premium paid by the Buyer or the relevant Target Company which results from the recovery of the relevant sum and any Tax payable by any of the foregoing in respect of the receipt of such amount), or extinguished if the amount actually recovered (less all costs, charges and expenses reasonably incurred by the Buyer or the relevant Target Company in recovering that sum, any increase in any insurance premium paid by the Buyer or the relevant Target Company which results from the recovery of the relevant sum and any Tax payable by any of the foregoing in respect of the receipt of such amount) exceeds the amount of the relevant claim; and

(b)

if the Seller makes a payment to the Buyer in respect of a claim and the Buyer or any Target Company subsequently recovers from a third party (including, without limitation, the Company’s insurers) a sum which is referable to that claim, the Buyer shall promptly repay to the Seller the lower of:

(i)

the amount actually recovered from such third party; and

(ii)

the amount paid to the Buyer by the Seller in respect of the relevant claim,

less, in each case, all costs, charges and expenses reasonably incurred by the Buyer or the relevant Target Company in recovering that sum, any increase in any insurance premium paid by the Buyer or the relevant Target Company which results from the recovery of the relevant sum and any Tax payable by any of the foregoing in respect of the receipt of such amount.

8.2.	For the avoidance of doubt, paragraph ‎ 8.1 shall not apply in respect of any such matter or circumstance giving rise to a Tax Covenant Claim.

9.	Mitigation

Nothing in this ‎ Schedule 7 shall in any way diminish the Buyer’s common law obligation to mitigate any loss or liability which might be the subject of a Claim or a Fundamental Warranty Claim.

10.	Buyer’s knowledge

The Seller shall not be liable for any Claim if and to the extent that the following employees of the Buyer are actually aware at the date of this Agreement: (a) of the facts, matters, events or circumstances which are the subject matter of the Claim; and (b) that the facts, matters, events or circumstances could reasonably be expected to amount to a Claim:

Glenn Stevens, Samantha Roady, Diego Rotsztain, Jeff Scott, Jason Emerson, Richard Bennett and Matthew McDonald.

Schedule 8

Limitation on Buyer’s liability

Scope

1.1.	The Buyer shall be liable in respect of a Seller Claim only if and to the extent that such claim:

(a)

has been settled by written agreement between the Seller and Buyer; or

(b)

has been finally determined by a court of competent jurisdiction from which no right of appeal exists, or from whose judgment the relevant party is debarred by passage of time or otherwise from making an appeal.

1.2.	Nothing in this ‎ Schedule 8 applies to a Seller Claim that arises or is delayed as a result of dishonesty, fraud, wilful misconduct or wilful concealment by the Seller or any of its agents or advisers.

2.	Disclosure

The Buyer is not liable for any Seller Claim to the extent that the facts and circumstances giving rise to the Seller Claim have been fairly disclosed (with sufficient details to identify the nature and scope of the matter disclosed) to the Seller, and all of the information contained in the Buyer Data Room shall be deemed to have been disclosed for these purposes.

3.	Monetary limits

3.1.	The liability of the Buyer for all Seller Claims when taken together shall not exceed an amount equal to US$48,000,000.

3.2.	The total aggregate liability of the Buyer under this Agreement shall not in any event exceed an amount equal to US$115,000,000.

3.3.	The Buyer shall not be liable for a Seller Claim unless the aggregate amount of all Seller Claims, when taken together, exceeds US$1,000,000, in which case the whole amount (and not just the amount by which the limit in this paragraph ‎ 3.3 of ‎ Schedule 8 is exceeded) is recoverable by the Seller.

4.	Time limits

4.1.	No Seller Claim may be made against the Buyer unless notice (complying with the provisions of paragraphs ‎ 4.2 of this ‎ Schedule 8) of the Seller Claim is served by the Seller on the Buyer in writing before the date falling 18 months after the Closing Date.

4.2.	A notice of a Seller Claim shall specify in reasonable detail the specific matter in respect of which the Seller Claim is made and the Seller’s estimate (on a without prejudice basis) of the amount of such Seller Claim.

4.3.	The Seller Claim shall (if it has not been previously satisfied, settled or withdrawn) be deemed to have been withdrawn twelve months after notice is given pursuant to

paragraph ‎ 4.1 of this ‎ Schedule 8 unless legal proceedings in respect of such Seller Claim have commenced, except:

(a)

where such Seller Claim relates to a contingent liability, in which case it shall be deemed to have been withdrawn unless legal proceedings in respect of it have commenced within the earlier of: (i) twelve months of it having become an actual liability; and (ii) 36 months from the Closing Date; or

(b)

where such claim is a Seller Claim of which notice is given for the purpose of paragraph ‎ 4.1 of this ‎ Schedule 8 at a time when the amount set out in paragraph ‎ 3.3 of this ‎ Schedule 8 has not been exceeded, in which case it shall be deemed to have been withdrawn unless legal proceedings in respect of it have commenced within twelve months of the date of any subsequent notification to the Seller pursuant to ‎ 4.1 of this ‎ Schedule 8 of one or more Seller Claims which result(s) in the total amount claimed in all Seller Claims notified to the Seller pursuant to paragraph ‎ 4.1 of this ‎ Schedule 8 exceeding the amount set out in paragraph ‎ 3.3 of this ‎ Schedule 8 for the first time.

5.	Other Limitations

5.1.	The Buyer shall have no liability in respect of any Seller Claim:

(a)

(b)

to the extent that the claim in question would not have arisen but for a voluntary act or transaction, where such act or transaction is not carried out in the ordinary course of business of the Seller and could reasonably have been avoided, carried out by the Seller.

5.2.	The Buyer’s liability to the Seller for a Seller Claim shall be reduced by the amount, if any, equal to the amount of any specific or identifiable provision or reserve included for such Claim in the Buyer’s annual report for the fiscal year ended 31 December 2013.

6.	Right to remedy

The Buyer shall not be liable for any Seller Claim if the alleged breach which is the subject of the Seller Claim is capable of remedy and is remedied to the satisfaction of the Seller by the Buyer within 30 days of the date on which the notice in paragraph ‎ 4.1 of this Schedule ‎ 8 above is received by the Buyer.

7.	No double recovery

The Seller shall be entitled to make more than one Seller Claim arising out of the same subject matter, fact event or circumstances but shall not be entitled to recover from the Buyer more than once for the same damage suffered.

8.	Third party claims

If the Seller is at any time entitled to recover or otherwise claim reimbursement from a third party in respect of any matter or circumstance giving rise to a Seller Claim (including under a policy of insurance), the Seller shall use reasonable endeavours to procure recovery from the third party and:

(a)

the liability of the Buyer in respect of the related Seller Claim shall be reduced by the amount actually recovered from the relevant third party (less all costs, charges and expenses reasonably incurred by the Seller in recovering that sum, any increase in any insurance premium paid by the Seller which results from the recovery of the relevant sum and any Tax payable by any of the foregoing in respect of the receipt of such amount), or extinguished if the amount actually recovered (less all costs, charges and expenses reasonably incurred by the Seller in recovering that sum, any increase in any insurance premium paid by the Seller which results from the recovery of the relevant sum and any Tax payable by any of the foregoing in respect of the receipt of such amount) exceeds the amount of the relevant Seller Claim; and

(b)

if the Buyer makes a payment to the Seller in respect of a Seller Claim and the Seller subsequently recovers from a third party (including, without limitation, the Company’s or the Seller’s insurers) a sum which is referable to that Seller Claim, the Seller shall promptly repay to the Buyer the lower of:

(i)

the amount actually recovered from such third party; and

(ii)

the amount paid to the Seller by the Buyer in respect of the relevant Seller Claim,

less, in each case, all costs, charges and expenses reasonably incurred by the Seller in recovering that sum, any increase in any insurance premium paid by the Seller which results from the recovery of the relevant sum and any Tax payable by any of the foregoing in respect of the receipt of such amount.

9.	Mitigation

Nothing in this Schedule ‎ 8 shall in any way diminish the Seller’s common law obligation to mitigate any loss or liability which might be the subject of a Seller Claim.

10.	Seller’s knowledge

The Buyer shall not be liable for any Seller Claim if and to the extent that the following employees or directors of the Seller (or a member of the Seller’s Group) are actually aware at the date of this Agreement: (a) of the facts, matters, events or circumstances which are the subject matter of the Seller Claim; and (b) that the facts, matters, events or circumstances could reasonably be expected to amount to a Seller Claim:

Tina Kilmister-Blue, Chris Clothier, Nigel Rose, Michael Lear, Mark Preston, Sam Bryant, Simon Elvidge, Martine Skinner, David Offen, Sophie Squillacioti, Kristen Zales, Bibi Ally and Ian Trussler.

100

11.	No liability for Seller’s information

The Buyer shall not be liable for any claim arising out of or in connection with the information supplied by the Company or the Seller for inclusion in the Proxy Statement or any amendments or supplements to the Proxy Statement.

101

Schedule 9

Payment of Connected Debt

1.	The Connected Debt owed between the Target Companies (on the one hand) and the Seller and persons Connected with the Seller (on the other hand) shall be treated as fully discharged following the application of paragraphs ‎ 2 to ‎ 5 of this ‎ Schedule 9.

2.	The Buyer shall:

(a)

procure that, at Closing, each Target Company which owes Connected Payables discharges and repays to the Seller or each person Connected with the Seller to whom relevant Connected Payables are owed an amount equal to the Estimated Connected Payables (if any); and

(b)

acknowledge, on behalf of each Target Company to whom Connected Receivables are owed, the payment (and to that extent the discharge) of the Estimated Connected Receivables paid in accordance with paragraph ‎ 3 of this ‎ Schedule 9.

3.	The Seller shall:

(a)

procure that, at Closing, the Seller or person Connected with the Seller who owes Connected Receivables discharges and repays to each Target Company to whom relevant Connected Receivables are owed an amount equal to the Estimated Connected Receivables (if any); and

(b)

acknowledge, on behalf of itself or, as the case may be, as agent for each other Seller and each person Connected with the Seller to whom Connected Receivables are owed, the payment (and to that extent the discharge) of the Estimated Connected Payables paid in accordance with paragraph ‎ 2 of this ‎ Schedule 9.

If the amount of the Connected Debt (as extracted from the Connected Debt Statement) exceeds the Estimated Connected Debt, then the Buyer shall procure that the relevant Target Companies repay such excess to the Seller (for itself or, as the case may be, as agent for each person Connected with the Seller to whom relevant Connected Payables are owed) by wire transfer of immediately available funds to the Seller’s Account no later than the date falling five Business Days after the date of agreement or determination of the Closing Statement in accordance with ‎ Schedule 4.

If the amount of the Estimated Connected Debt exceeds the Connected Debt (as extracted from the Connected Debt Statement), then the Seller shall pay or procure that the relevant persons Connected with the Seller repay such excess to each Target Company to whom relevant Connected Receivables are owed by wire transfer of immediately available funds to the account designated by the Buyer by notice in writing to the Seller no later than the date falling five Business Days after the date of agreement or determination of the Closing Statement in accordance with ‎ Schedule 4.

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Schedule 10*

Intellectual Property Rights

*This schedule has been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided supplementally to the SEC upon request.

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Schedule 11*

Information Technology

*This schedule has been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided supplementally to the SEC upon request.

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Schedule 12*

Particulars of Properties

*This schedule has been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided supplementally to the SEC upon request.

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Schedule 13

Tax Covenant

Part A

1.	Definitions and Interpretation

1.1.	The definitions and rules of interpretation in this paragraph ‎ 1.1 apply to all Parts of this ‎ Schedule 13:

“Accounts Relief”	means a Relief arising to the Company in respect of an Event occurring or period ending on or before Closing the availability of which: (a) has been shown as an asset (including a right to repayment of Tax) or otherwise taken into account in the Closing Statement; or (b) has been taken into account in computing (and so reducing or eliminating) any provision for deferred Tax in the Closing Statement (or which, but for such Relief, would have appeared in the Closing Statement);
“Buyer’s Relief”	means: (a) any Accounts Relief; (b) any Post-Closing Relief; and (c) any Relief arising to any member of the Buyer’s Tax Group (other than the Company) at any time;
“Buyer’s Tax Group”	means the Buyer, any company in the same Tax Group as the Buyer from time to time, and any company connected or associated with the Buyer for Tax purposes from time to time;
“CTA 2009”	means the Corporation Tax Act 2009;
“CTA 2010”	means the Corporation Tax Act 2010;
“Company”	means, notwithstanding the definition in clause ‎ 1 of this Agreement, City Index (Holdings) Limited and any Subsidiaries at Closing; and this Schedule will apply as if the provisions of this Schedule were set out in full in respect of each such company and references to the Company shall be construed as references to any one or more of City Index (Holdings) Limited and the Subsidiaries as the context requires;

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“Event”	includes (without limitation) any event, transaction (including, without limitation, the execution of and Closing of this agreement), payment, action, default, omission or occurrence of any nature whatsoever and whether or not the Company or the Buyer is a party to it, and also the death or the winding up or dissolution of any person, any change in residence of a person for the purposes of any Tax, the Company becoming, being or ceasing to be a member of a group of companies (however defined) or becoming or ceasing to be associated or connected with any person for the purposes of any Tax, and in any one or more such case whether alone or in any combination;
“Group Relief”	means: (a) group relief capable of being surrendered or claimed pursuant to Part 5 of CTA 2010; (b) advance corporation tax capable of being surrendered or claimed pursuant to regulation 15 of the Corporation Tax (Treatment of Unrelieved Surplus Advance Corporation Tax) Regulations 1999 (SI 1999/358); (c) a tax refund capable of being surrendered or claimed pursuant to section 963 of CTA 2010; (d) the notional transfer of an asset or reallocation of a gain or loss pursuant to section 171A or section 179A TCGA 1992; (e) the notional reallocation of gain pursuant to section 792 of CTA 2009; (f) eligible unrelieved foreign tax surrendered or claimed pursuant to the Double Taxation Relief (Surrender of Relievable Tax within a Group) Regulations 2001 (SI 2001/1163); and (g) any other Relief available to be allocated or reallocated between members of a group, consortium or other association for Tax purpose whether in the United Kingdom or any other jurisdiction; and “Surrender” and cognate terms shall be construed accordingly in the context of Group Relief;
“Income, Profits or Gains”	means income, profits, gains and any other consideration, value, receipt or measure by reference to which Tax is chargeable or assessed;
“Post-Closing Relief”	means a Relief which arises to the Company as a result of or in connection with: (a) any Event occurring; (b) any period ending; or (c) any Income, Profits or Gains earned, accrued or received, after Closing;

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“Relief”	includes, unless the context otherwise requires, any relief, loss, allowance, credit, deduction, exemption or set-off in respect of any Tax or relevant to the computation of any Income, Profits or Gains for the purposes of any Tax, or any right to a repayment of or saving of Tax (including any repayment supplement or interest in respect of Tax), and: (a) any reference to the use or set-off of a Relief shall be construed accordingly and shall include use or set-off in part; and (b) any reference to the loss of a Relief (including the loss of any Accounts Relief, Post-Closing Relief and any other defined Relief) shall include the absence, non-existence, non-availability, disallowance, withdrawal, clawback or cancellation of any such Relief and shall also include such Relief being available only in a reduced amount and “lost” as it relates to a Relief shall be construed accordingly;
“Seller’s Tax Group”	means the Seller, any company in the same Tax Group as the Seller from time to time and any company connected or associated with the Seller for Tax purposes from time to time (excluding any Company);
“Tax” or “Taxation”	includes (without limitation): (a) any form of tax, levy, impost, duty, contribution, customs and other import duties, liability and charge in the nature of taxation and all related withholdings or deductions of any kind (including, for the avoidance of doubt, any liability under section 455 of CTA 2010 and national insurance contribution liabilities in the United Kingdom and corresponding obligations elsewhere) wherever and whenever payable and both of the UK or any equivalent tax in any other jurisdiction and shall further include any amount in the nature of taxation payable as a consequence of any valid claim, direction, order or determination of any Tax Authority; and (b) all fines, penalties, charges, costs and interest included in or relating to any of the above or to any obligation in respect of any of the above,
	whether or not directly or primarily chargeable against or

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	attributable to the Company and regardless of whether the Company has, or may have, any right of reimbursement or recovery against any other person;
“Tax Authority”	any government, state or municipality or any local, state, federal or other fiscal, revenue, customs or excise authority, body or official competent to impose, administer, levy, assess or collect Tax in the United Kingdom or elsewhere;
“Tax Claim”	means: (a) any assessment, self-assessment, notice, letter, determination, demand or other document issued or action taken by or on behalf of any Tax Authority (whether issued or taken before or after the date of this agreement and whether satisfied or not at the date of this agreement) including, for the avoidance of doubt, the imposition of any withholding of or on account of Tax; and (b) the preparation or submission to a Tax Authority of any notice, return, amended return, computation, accounts or any other documents by the Buyer, the Company or another person, in each case from which it appears that there is, or is likely to be, a liability or increased liability of the Company in respect of which the Seller may be liable under ‎ Part B of this Schedule or under the Tax Warranties;
“Tax Group”	those companies treated for the purposes of determining the amount of or liability for or relief from any Tax as being members of the same group of companies;
“Tax Liability”	means: (a) a liability to make an actual payment or increased payment of, or in respect of, or on account of, Tax (including making a payment in settlement of a liability to Tax) and whether or not presently payable and whether satisfied or unsatisfied at Closing, in which case the amount of the Tax Liability shall be the amount of the actual payment or increased payment (an “ Actual Tax Liability ”); or (b) the loss (otherwise than by way of utilisation or setting-off) of an Accounts Relief, in which case

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the amount of the Tax Liability shall be the amount of Tax which would have been saved but for such loss (assuming that the Company had used the Relief in full and that, to the extent that there is an Actual Tax Liability as a result of the loss, the Tax would have been charged at the Tax rates applying to that period and, to the extent that there is no Actual Tax Liability, assuming that the Tax that would have been saved would have been charged at the Tax rates current at Closing) or, where the Relief is a right to repayment of Tax, the amount of the repayment (a “ Deemed Tax Liability ”); or

(c) the use or setting off of any Buyer’s Relief in circumstances where, but for such use or setting off, the Company would have had an Actual Tax Liability in respect of which the Seller would have been liable under this Schedule, in which case the amount of the Tax Liability shall be the amount for which the Seller would have been liable under this Schedule but for such setting off or utilisation (a “ Deemed Tax Liability ”); and

“TCGA 1992”

the Taxation of Chargeable Gains Act 1992.

1.2.	In this Schedule:

(a)

references to Income , Profits or Gains earned, accrued or received (or to an Event occurring) on or before a particular date (including Closing) or in respect of a particular period shall include Income, Profits or Gains which are deemed for the purposes of any Tax to have been earned, accrued or received (or, as the case may be, an Event which is deemed for those purposes to have occurred) on or before that date or in respect of that period as the case may be;

(b)

references to a payment or distribution made on or before a particular date shall include:

(i)

any payment or distribution which on or before that date has fallen due; and

(ii)

any act or transaction which has occurred on or before that date and is or has been deemed to be a payment or distribution for the purposes of any Tax;

(c)

words and expressions defined in this agreement have the same meanings in this Schedule and any provisions in this Agreement concerning matters of interpretation or construction shall apply equally to this Schedule save as otherwise provided in this Schedule;

(d)

references to paragraphs are references to paragraphs of this Schedule unless stated otherwise;

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(e)

references to a repayment of Tax include any repayment supplement or interest in respect of it;

(f)

any stamp duty which would be payable on any document executed prior to Closing (whether or not the document is presently within the United Kingdom), provided such document is either necessary to establish the title of the Company to any asset or is a document in the enforcement or production of which the Company is interested, and any interest, fine or penalty relating to any such stamp duty, will be deemed to be an Actual Tax Liability of the Company;

(g)

for the avoidance of doubt, references to any Tax Liability of the Company which arises in consequence of, in respect of or by reference to any Income, Profits or Gains earned, accrued or received on or before Closing or any Event on or before Closing include a reference to any Tax Liability of the Company arising as a result of Closing or of entering into this agreement, or of the satisfaction of any condition in this agreement, or as a result of forming the intention, or of entering upon arrangements, to enter into this agreement (including any liability as the result of any company ceasing to be, or ceasing to be treated as, a member of a group of companies for the purpose of any Tax as a result thereof); and

(h)

references to the due date for payment of any Tax shall be read and construed as a reference to the last day on which such Tax may by law be paid without incurring a penalty or liability for any interest, charge, surcharge, penalty, fine or other similar imposition accruing or without a surcharge liability notice being liable to be issued (after taking into account any postponement of such date which is obtained for such Tax).

Part B

Covenant

Under a covenant on the terms set out in this paragraph ‎ 1 and subject to paragraph ‎ 2, the Seller shall pay to the Buyer an amount equal to:

1.1.	any Actual Tax Liability of the Company which arises:

(a)

in consequence of, in respect of or by reference to an Event which occurred on or before Closing; or

(b)

in consequence of, in respect of or by reference to any Income, Profits or Gains which were earned, accrued or received on or before Closing; or

(c)

in consequence of, in respect of or by reference to any failure to discharge or any default in discharging any of the Seller’s obligations under paragraph ‎ 4 or paragraph ‎ 6, including any failure to meet any relevant time limit;

1.2.	any Deemed Tax Liability of the Company (whether falling within limb (b) or (c) of the definition of Tax Liability);

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1.3.	any Tax Liability which is the liability of another person (the “ Primary Person ”) for which the Company, the Buyer or any other member of the Buyer’s Tax Group is liable in consequence of:

(a)

the Primary Person failing to discharge such Tax Liability; or

(b)

the Company at any time before Closing:

(i)

being a member of the same Tax Group as the Primary Person; or

(ii)

being treated for the purpose of any Tax as having control of, being controlled by, or being otherwise connected with, the Primary Person or being controlled by or connected with the same person as the Primary Person for any Tax purpose;

1.4.	any liability of the Company to make a payment, or to make a repayment of the whole or any part of any payment, to any person (other than from another Company) in respect of Group Relief pursuant to any arrangement or agreement entered into by the Company on or before Closing;

1.5.	the loss in whole or in part of the right of the Company to receive any payment (other than from another Company) for Group Relief pursuant to any arrangement or agreement entered into on or before Closing;

1.6.	any liability of the Company to make a payment or repayment under any indemnity, covenant or warranty entered into or created on or before Closing of a sum equivalent to or determined by reference to another person’s Tax liability;

1.7.	any Tax liability for which the Company, the Buyer or any other member of the Buyer’s Tax Group is liable arising in connection with the Pre-Sale Reorganisation;

1.8.	any reasonable costs and expenses (including in respect of management time) suffered or properly incurred by the Buyer or the Company or any member of the Buyer’s Tax Group in connection with any Tax Claim or any action under this Schedule.

2.	Exclusions

2.1.	The Seller shall not be liable under paragraphs ‎ 1.1, ‎ 1.2, ‎ 1.4, ‎ 1.5 or ‎ 1.6 (or, as appropriate, the liability of the Seller shall be reduced) in respect of any liability of the Company to the extent that:

(a)

specific provision or reserve in respect of such liability was made in the balance sheet in the Closing Statement (excluding any provision or reserve made in respect of deferred Tax) or such liability was paid before Closing and such payment was reflected in the Closing Statement; or

(b)

the liability is increased as a result only of any increase in rates of Tax which is announced and comes into force after Closing with retrospective effect or of any change in law which is announced and comes into force after Closing with retrospective effect; or

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(c)

the liability would not have arisen but for a voluntary act, omission or transaction of the Company after Closing or of the Buyer or any member of the Buyer’s Tax Group except where such act, omission or transaction is:

(i)

carried out or effected pursuant to a legally binding obligation entered into on or before Closing; or

(ii)

required by law or any regulatory, financial reporting or accounting practice or requirement; or

(iii)

carried out with the consent of the Seller; or

(iv)

in the ordinary course of business of the Company (or, as appropriate, of the Buyer or member of the Buyer’s Tax Group); or

(v)

one that the Buyer or the party in question could not foresee or could not reasonably have foreseen would give rise to that liability; or

(vi)

one that could not reasonably have been avoided; or

(d)

recovery (less costs and expenses of recovery) has been made by the Buyer under the Seller’s Warranties or under any other provision of this Agreement; or

(e)

the amount of such liability is reduced, eliminated or offset in accordance with paragraph ‎ 9; or

(f)

such liability arises, or is increased, as a result of a change in the law, regulation, directive or other requirement having the force of law occurring after Closing; or

(g)

any Relief of the Company arising in respect of an Event occurring prior to, or period ending on or prior to, Closing other than a Buyer’s Relief is available to the Company to reduce or eliminate such liability; or

(h)

such liability would not have arisen but for the failure or omission on the part of the Company after Closing otherwise than at the direction of the Seller to make any such valid claim, election, surrender or disclaimer, or to give any such notice or consent to do any other such thing, the making, giving or doing of which was required by the Seller in respect of periods or matters for which the Seller has conduct under paragraph ‎ 6 or, in respect of periods or matters for which the Seller does not have conduct, the making, giving or doing of which was taken into account in the preparation of the Closing Statement and details of which are given to the Buyer in reasonable time.

2.2.	The provisions of paragraph ‎ 2.1 do not apply to any claim by the Buyer against the Seller which arises or is delayed as a result of fraud, dishonesty, wilful misconduct or wilful concealment by the Seller.

3.	Limitations

The liability of the Seller under paragraph ‎ 1 will terminate on the fourth anniversary of the Closing Date except in respect of any claim under paragraph ‎ 1 of which notice in writing is

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given to the Seller before that date containing, to the extent reasonably practicable, a description of such claim and the estimated total amount of the claim.

4.	Conduct of Claims

4.1.	If the Buyer or the Company becomes aware of a Tax Claim, the Buyer shall or shall procure that the Company shall within a reasonable time give notice to the Seller of the Tax Claim, provided always that the giving of such notice shall not be a condition precedent to the liability of the Seller.

4.2.	If the Seller becomes aware of a Tax Claim, the Seller shall notify the Buyer in writing as soon as reasonably practicable and the Buyer shall be deemed to have given the Seller notice of the Tax Claim on receipt of such notification for the purposes of this paragraph ‎ 4.

4.3.	Subject to the following provisions of this paragraph ‎ 4:

(a)

solely in respect of a Tax Claim that relates to a liability under paragraph ‎ 1.7, the Seller shall be appointed the Company’s agent to have conduct of the Company’s response to the Tax Claim (subject to the Seller keeping the Buyer properly informed as to any such response) and, subject to that, the Buyer shall (and where relevant, shall procure that the Company shall) take such action as the Seller may reasonably request by notice in writing to avoid, dispute, defend, resist, appeal or compromise any Tax Claim (a “ Disputed Tax Claim ”) or any matter relating to the Disputed Tax Claim but only provided that the Seller shall (despite its role as an agent) itself bear any losses, damages, costs or expenses which it may suffer or incur in conducting the Company’s response to the Tax Claim (including any additional liability to Tax) and shall first (to the Buyer's reasonable satisfaction) indemnify and secure the Buyer and/or the Company (as required by the Buyer) against any losses, damages, costs or expenses which the Buyer and/or the Company may suffer or incur as a result of taking such action (including any additional liability to Tax); and

(b)

in respect of any other Tax Claim, the Buyer shall (and where relevant, shall procure that the Company shall) take such action as the Seller may reasonably request by notice in writing to avoid, dispute, defend, resist, appeal or compromise any Tax Claim (a “ Disputed Tax Claim ”) or any matter relating to the Disputed Tax Claim but only provided that the Seller shall first (to the Buyer's reasonable satisfaction) indemnify and secure the Buyer and/or the Company (as required by the Buyer) against any losses, damages, costs or expenses which the Buyer and/or the Company may suffer or incur as a result of taking such action (including any additional liability to Tax).

4.4.	Without prejudice to the liability of the Seller under this Schedule, the Seller shall not take, and the Buyer shall not be obliged to take or procure the taking of, any action under paragraph ‎ 4.3 in respect of any Tax Claim:

(a)

to the extent that it would involve the Company contesting any Disputed Tax Claim before any court or other appellate body, unless in the written opinion of tax counsel of appropriate relevant experience appointed by agreement between the Seller and the Buyer an appeal would be reasonable in all the circumstances; or

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(b)

where the Tax Claim or action derives from or arises out of or is in connection with any dishonest or fraudulent act or omission or wilful default by or of the Seller at any time or by or of the Company prior to Closing or if the Buyer has reasonable grounds to so believe; or

(c)

should the Seller, following receipt of written notice of the Tax Claim from the Buyer in accordance with paragraph ‎ 4.1:

(i)

fail within 15 Business Days to serve notice on the Buyer under paragraph ‎ 4.3; or

(ii)

fail within 15 Business Days to notify the Buyer in writing of any further action to be taken by the Buyer or the Company under paragraph ‎ 4.3 where the Buyer at any time seeks instructions from the Seller; or

(d)

if, in the Buyer's reasonable opinion, the action taken or requested by the Seller pursuant to paragraph ‎ 4.3 is likely to affect adversely the liability of the Buyer or the Company to Tax or the business or financial interests of any of them or of any person connected with any of them or is contrary to the legal obligations of any of them or of any person connected with any of them; or

(e)

in respect of a liability which falls within paragraph ‎ 1.3; or

(f)

if the Company would be required to appeal against any assessment or demand for Tax where it is a requirement for such an appeal that the Taxation be paid, unless an amount equal to such Taxation has been lent by the Seller to the Buyer (repayable as soon as the relevant Tax Authority repays the Taxation in the event of a successful appeal or by offset against the Seller’s liability under this Schedule in respect of the Taxation in the event of an unsuccessful appeal); or

(g)

that requires the Company to take any action against any person who is at the time in question either an employee or director of any member of the Buyer’s Tax Group, or any company that is at the time in question a member of the Buyer’s Tax Group.

4.5.	If paragraph ‎ 4.3 does not apply by virtue of any provision in paragraph ‎ 4.4, the Buyer or the Company (as the case may be) may satisfy or settle the Tax Liability on such terms as it may in its absolute discretion think fit without prejudice to any of the Buyer's rights under this Schedule.

4.6.	Neither the Buyer nor the Company shall be subject to any claim by or liability to the Seller for non-compliance with any of the foregoing provisions of this paragraph ‎ 4 if the Buyer or the Company has acted in good faith in accordance with the instructions of the Seller.

5.	Date of Payment

5.1.	Payment by the Seller in respect of any liability under paragraph ‎ 1 shall be made in cleared and immediately available funds on the following days:

(a)

in the case of a liability under paragraph ‎ 1.1, paragraph ‎ 1.3, or paragraph ‎ 1.7, the later of ten Business Days before the due date for payment of the Tax and ten Business Days after the date the Buyer serves notice on the Seller requesting payment;

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(b)

in the case of a liability under paragraph ‎ 1.4, paragraph ‎ 1.6, or paragraph ‎ 1.8, the later of ten Business Days before the due date for payment of the liability, cost or expense and ten Business Days following the date the Buyer serves notice on the Seller requesting payment;

(c)

in the case of a liability under paragraph ‎ 1.5, ten Business Days following the date the Buyer serves notice on the Seller requesting payment; and

(d)

in the case of a liability under paragraph ‎ 1.2, the later of ten Business Days after the date the Buyer serves notice on the Seller requesting payment and:

(i)

the due date for payment of the Tax that would have been relieved in the case of the loss of an Accounts Relief that is not a right to repayment of Tax;

(ii)

the date on which the Tax would otherwise have been repaid in the case of the loss of an Accounts Relief that is a right to repayment of Tax; or

(iii)

the due date for payment of the Tax which the Company would have had to pay but for the use or setting off of a Buyer’s Relief.

6.	Tax Returns

6.1.	In this paragraph ‎ 6 and in paragraph ‎ 7 the following terms have the meanings set out below:

“Pre-Closing Tax Affairs”	the Tax affairs of the Company for which the Seller shall be responsible under this paragraph ‎ 6;
“Tax Documents”	Tax Returns and such claims, elections, surrenders, disclaimers, notices and consents and other documents contemplated by or reflected in or necessary for the preparation of such Tax Returns;
“Tax Return”	any Tax return required to be made to any Tax Authority, including any related accounts, computations and attachments; and
“Time Limit”	the latest date on which a Tax Document can be executed or delivered to a Tax Authority without incurring interest or a penalty and in order to ensure that such Tax Document is effective.

6.2.	Subject to and in accordance with the provisions of this paragraph ‎ 6, the Seller or the Seller’s duly authorised agents shall, in respect of all Tax accounting periods ending on or before Closing, and at the Seller’s expense:

(a)

prepare the Tax Returns of the Company;

(b)

prepare on behalf of the Company all Tax Documents; and

(c)

(subject to paragraph ‎ 4) deal with all matters relating to Tax which concern or affect the Company including the conduct of all negotiations and correspondence and the

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reaching of all agreements with any Tax Authority relating thereto or to any Tax Documents.

6.3.

All documents prepared under paragraph ‎ 6.2 shall be prepared in a manner consistent with past practices and without a change of any accounting method (except to the extent necessary to comply with applicable law or generally accepted accounting practice) and must be submitted in draft form by the Seller to the Buyer or the Buyer’s duly authorised agents at least 30 Business Days before any Time Limit and at least 20 Business Days before delivering the same to the Buyer under paragraph ‎ 6.6.

6.4.	The Seller shall take into account in good faith all reasonable comments, and incorporate all reasonable suggested amendments the Seller considers necessary to comply with applicable law and generally accepted accounting practice, made by the Buyer or its duly authorised agents.

6.5.

Except with the Buyer’s written consent, the Seller shall not, and shall procure that their duly authorised agents do not, prepare any Tax Document which comprises or includes a claim, election, surrender, disclaimer, notice or consent, or withdraw any such item unless the making, giving or withdrawal of it (as the case may be) either is taken into account in preparing the Closing Statement, or could not have any adverse effect on the liability to Tax of the Company.

6.6.

The Seller or the Seller’s duly authorised agent shall deliver all Tax Documents to the Buyer to procure the authorisation, signing and submission of the same to the relevant Tax Authority. If a Time Limit applies in relation to any Tax Document, the Seller shall ensure that the Buyer receives the Tax Document (appropriately marked to reflect the urgency) no later than 10 Business Days before the expiry of the Time Limit.

6.7.	If the Seller or the Seller’s duly authorised agent fails to deliver a Tax Document to which a Time Limit applies to the Buyer within the period specified in paragraph ‎ 6.6, then:

(a)

the Seller shall notify the Buyer of such failure as soon as is practicable and indicate whether it is willing and able to rectify the failure to the Buyer’s reasonable satisfaction;

(b)

if the Seller does not so rectify the failure within 25 Business Days, the Buyer shall be permitted to arrange for the preparation and submission of the Tax Document (but shall not be liable for any failure to do so); and

(c)

(for the avoidance of doubt) paragraph ‎ 1.1(c) shall apply in respect of such failure.

6.8.	The Seller shall procure that:

(a)

the Buyer is kept fully informed of the progress of all matters relating to the Pre-Closing Tax Affairs;

(b)

the Buyer promptly receives copies of all written correspondence with any Tax Authority insofar as it is relevant to the Pre-Closing Tax Affairs;

(c)

no Tax Document is submitted to any Tax Authority which is not complete, true and accurate in all respects, and not misleading; and

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(d)

no Material Correspondence is submitted to, or any Material Agreement reached with, any Tax Authority without the prior approval of the Buyer (such approval not to be unreasonably withheld or delayed).

For the purposes of paragraph ‎ 6.8(d) above, Material Correspondence and Material Agreements are Tax Documents and any other correspondence and agreements which may at any time materially adversely affect the relationship with any Tax Authority, or materially affect any liability to Tax, of the Company, the Buyer or any member of the Buyer’s Tax Group.

6.9.

The Seller shall devote all necessary resources to dealing with Pre-Closing Tax Affairs, and shall use their reasonable endeavours to ensure that these are finalised as soon as reasonably practicable. Following such date, the Seller and the Seller’s agents shall cease to have power or authority to deal with Pre-Closing Tax Affairs on behalf of the Company and shall deliver to the Company all drafts, working documents and other documentation that has been prepared in respect of or that otherwise relates to Pre-Closing Tax Affairs, and shall indemnify the Buyer for all fines, penalties, charges, interest, costs and expenses of the Company arising as a result of the breach by the Seller of the Seller’s obligations under this paragraph ‎ 6.9. For the avoidance of doubt, a Tax Return is not “finalised” at any time when a notice to enquire into it could be given, when an enquiry into it has not been completed or when, as regards an accounting period to which it relates, an assessment or determination could be made (other than on the basis that a loss of tax has been brought about deliberately or is attributable to a failure to comply with an obligation to disclose a tax avoidance scheme).

6.10.

The Buyer shall procure that:

(a)

the Seller and the Seller’s duly authorised agents are afforded such access (including the taking of copies) to the books, accounts and records of the Company and such other assistance as it or they reasonably require to enable the Seller to discharge the Seller’s obligations under paragraph ‎ 6.2;

(b)

the Seller shall be sent a copy of any communication sent to the Buyer or the Company from any Tax Authority insofar as it relates to the Pre-Closing Tax Affairs;

(c)

the Seller and its duly authorised agents are afforded such information and assistance as it or they reasonably require to enable the Seller to fulfil its obligations under this paragraph ‎ 6;

(d)

the Seller is promptly sent a copy of any communication from any Taxation Authority insofar as it relates to Pre-Closing Tax Affairs;

(e)

subject to paragraph ‎ 6.13, the Company authorises and signs all Tax Documents relating to Pre-Closing Tax Affairs required to be signed by any of them; and

(f)

where, for any accounting period ending on or before Closing, consent to the surrender of Group Relief has been given on behalf of the Company or any Subsidiary, if there is any reduction in the amount of Group Relief available, any reduction in the amount surrendered to the Seller or to any other member of the Seller’s Retained Group shall be as small as possible.

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6.11.

The Buyer shall (subject to paragraph ‎ 6.13 below and to compliance by the Seller with the other provisions of this paragraph ‎ 6) procure that the Company shall cause any Tax Document delivered to it under paragraph ‎ 6.6 as amended pursuant to paragraph ‎ 6.4 to be authorised, signed and submitted to the appropriate Tax Authority and shall cause all Tax due to be paid by the Company arising out of the Tax affairs of the Company for which the Seller is responsible under this paragraph ‎ 6 to be paid on or before the due date for payment.

6.12.

If the Buyer relays no comments or amendments to the Seller within 20 Business Days of submission of draft documents by the Seller to the Buyer under paragraph ‎ 6.3, the Buyer and its duly authorised agent will be deemed to have approved such draft documents.

6.13.

The Buyer shall be under no obligation to procure the authorisation, signing, or submission to a Tax Authority of any Tax Document delivered to it under paragraph ‎ 6.6 which is false, misleading, incomplete or inaccurate in any respect, or in respect of which the Seller has not complied with paragraph ‎ 6.3 (unless such non-compliance is promptly rectified) or paragraph ‎ 6.4; but for the avoidance of doubt, the Buyer shall be under no obligation to make any enquiry as to the completeness or accuracy of any Tax Document and shall be entitled to rely entirely on the Seller and the Seller’s agents.

6.14.

If the Buyer considers in its reasonable opinion that:

(a)

any Tax Document prepared by or on behalf of the Seller pursuant to paragraph ‎ 6.2 is false, misleading, or (to the Seller’s knowledge) incomplete or inaccurate in any material respect; or

(b)

the way in which the Seller or the Seller’s duly authorised agents are conducting or are proposing to conduct the Pre-Closing Tax Affairs is improper or negligent or is likely to:

(i)

involve unreasonable delay in reaching agreement with a relevant Tax Authority; or

(ii)

materially prejudice the future relationship with the Tax Authority of the Buyer or of the Company,

then, without prejudice to any rights or remedies available to the Buyer under this Schedule, the Buyer shall be entitled to serve notice on the Seller terminating the Seller’s authority to deal with Pre-Closing Tax Affairs, whereupon the provisions of paragraph ‎ 6.9 shall apply as if the date referred to in that paragraph had passed.

6.15.

For the avoidance of doubt, the provisions of paragraph ‎ 4 shall take precedence over the provisions of paragraph ‎ 6.1 to paragraph ‎ 6.14 inclusive.

7.	Conduct of Other Tax Affairs

7.1.

Subject to paragraph ‎ 4 and the other provisions of this paragraph ‎ 7, the Buyer or its duly authorised agents shall have sole conduct of all Tax affairs of the Company which are not Pre-Closing Tax Affairs and shall be entitled to deal with such Tax affairs in any way in which it, in its absolute discretion, considers fit.

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7.2.

In respect of any accounting period commencing prior to Closing and ending after Closing (“ Straddle Period ”), the Buyer shall procure that the Tax Returns of the Company shall be prepared in a manner consistent with past practices and without a change of any accounting method (except to the extent necessary to comply with applicable law or generally accepted accounting practice).

7.3.

The Buyer shall procure that the Company shall provide to the Seller all Tax Returns relating to the Straddle Period no later than ten Business Days before the date on which such Tax Returns are required to be filed with the appropriate Tax Authority without incurring interest or penalties. The Buyer shall further procure that the Company shall take the Seller’s reasonable comments into account and incorporate all reasonable suggested amendments which the Buyer considers necessary to comply with applicable law and generally accepted accounting practice, made by the Seller or its duly authorised agents, before those Tax Returns are submitted to the appropriate Tax Authority.

7.4.

The Seller shall (at the Seller’s expense) provide the Buyer and the Company with all reasonable assistance, co-operation and information in respect of the Straddle Period including (but not limited to) information and co-operation requested in connection with Tax Documents and Tax Returns outstanding at Closing and in connection with all negotiations, correspondence and agreements in respect of the Company's Tax Liability.

8.	Overprovisions and Corresponding Savings

8.1.

If either the Seller and Buyer agree, or the auditors for the time being of the Company (at the request and expense of the Seller) certify, in each case before the fourth anniversary of the Closing Date, that a Relevant Amount exists for the purposes of this paragraph, paragraph ‎ 8.3 shall apply except to the extent to which credit has been given for the Relevant Amount in relation to any claim under this Agreement.

8.2.	A Relevant Amount shall be determined for the purposes of this paragraph as follows:

(a)

if a provision for Taxation in the Closing Statement (excluding any provision for deferred tax) is an over-provision (except to the extent that such over-provision results from the utilisation of a Buyer’s Relief), the amount of such over-provision shall be a Relevant Amount; and

(b)

if a Tax Liability to which paragraph ‎ 1 applies gives rise to a Relief which actually reduces or eliminates a liability to Taxation of the Company whenever arising (other than one to which paragraph ‎ 1 applies), the amount of the liability eliminated or the amount by which it is reduced shall be a Relevant Amount.

8.3.	Where, pursuant to paragraph ‎ 8.1, this paragraph ‎ 8.3 applies to a Relevant Amount:

(a)

the Relevant Amount shall first be set off against any payment then due from the Seller under this Schedule;

(b)

to the extent that there is an excess, a refund shall be made to the Seller of any previous payment or payments made by it under this Schedule and not previously refunded under this paragraph up to the amount of such excess; and

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(c)

to the extent that the excess referred to in paragraph 8.3(b) is not exhausted under that paragraph, the remainder of that excess shall be carried forward and set-off against any future payments which become due from the Seller under this Schedule.

9.	Reduction or Elimination of Taxation Liability

If any Tax Liability of the Company which gives rise to a liability of the Seller under this Schedule can be reduced, eliminated or offset by the Seller or another member of the Seller’s Tax Group:

(a)

making Group Relief available to the Company; or

(b)

entering into an election with the Company pursuant to which (i) a gain which accrues or is treated as accruing to the Company is treated as accruing to a member of the Seller’s Tax Group, (ii) a loss which accrues or is treated as accruing to a member of the Seller’s Tax Group is treated as accruing to the Company, or (iii) a member of the Seller’s Tax Group undertakes sole responsibility for discharging the relevant Tax Liability,

the Seller shall be entitled to take, or procure the taking of, such action on terms that do not require consideration to be provided by the Company and the Buyer (provided that it is not materially prejudiced) shall procure that the Company shall co-operate in relation to such action (including the making of any necessary returns, claims, consents, notifications and elections) and the Seller’s liability under this schedule shall be reduced, eliminated or offset accordingly. For the avoidance of doubt, references to the Seller’s Tax Group exclude the Company and any member of the Buyer’s Tax Group.

10.

Recovery

10.1.

Where the Seller has paid any amount in discharge of a liability under paragraph ‎ 1 in respect of any Tax Liability and the Company is entitled to recover or recovers from any person (other than the Buyer or any other member of the Buyer’s Tax Group) any sum in respect of such Tax Liability, the Buyer shall notify the Seller of such entitlement or recovery and, where recovery has not been effected at the date of notification, shall (if requested by and at the expense of the Seller and upon the Seller indemnifying the Company or the Buyer to the Buyer’s reasonable satisfaction against all reasonable costs or expenses which may thereby be incurred) take, or cause the Company to take, such action as the Seller shall reasonably request to enforce such recovery against the person in question (keeping the Seller fully informed of the progress of any action taken).

10.2.

The Buyer or the Company shall (to the extent that the recovery is not thereby prejudiced) account to the Seller for any sum so recovered (including any interest paid by such person) up to an amount not exceeding the amount paid by the Seller under paragraph ‎ 1 in respect of the Tax Liability in question (but less any Tax payable by the Company in respect of the sum recovered or in respect of such interest and less the amount of all reasonable costs and expenses in obtaining such payment).

11.	Buyer Covenant

11.1.

The Buyer covenants to pay to the Seller an amount equal to any liability to Taxation (other than one to which paragraph ‎ 1 applies (disregarding any time or financial limits)) of the

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Seller or any person connected with the Seller which is also a liability of the Company and which is payable by the Seller or such connected person by reason of the Company failing after Closing to discharge such liability and any reasonable costs properly incurred by the Seller or such other person in connection with such Tax Liability.

11.2.

The covenant in paragraph ‎ 11.1 shall not apply in respect of any Tax to the extent that it has been recovered under a statutory provision.

11.3.

The provision of paragraphs ‎ 4 and ‎ 5 apply to any claim made against the Buyer under this paragraph ‎ 11, mutatis mutandis .

11.4.

The provisions of paragraphs ‎ 3 and ‎ 4 of ‎ Schedule 8 apply to a claim under this paragraph ‎ 11 as though it were a Seller Claim.

12.	VAT Group Arrangements

12.1.

The Seller shall contribute to the representative member of the VAT group of which the Company was a member immediately before Closing (the “Target VAT Group” ) such proportion of any value added tax for which the representative member of the Target VAT Group is accountable and which is properly attributable to supplies, acquisitions and importations ( “Supplies” ) made before Closing by the Seller or any member of the Seller’s Tax Group (less any amount of deductible input tax that is properly attributable to such Supplies), such contribution to be made in cleared funds on the day which is the later of two Business Days after demand is made for it, and two Business Days before the day on which the representative member is required to account for such value added tax to any relevant Tax Authority.

12.2.

The Buyer shall pay, or shall procure that there is paid, to the Seller an amount equivalent to such proportion of any repayment of value added tax received by the representative member from any relevant Tax Authority or of any credit obtained by reference to an excess of deductible input tax over output tax that is properly attributable to Supplies made or deemed to be made by the Seller or any member of the Seller’s Tax Group while a member of the Target VAT Group within two Business Days of receipt by, or offset against a liability of, the representative member (save where such repayment or credit has been taken into account in the Closing Statement).

12.3.

No payment shall be made by the Buyer under this paragraph 12 to the extent that it relates to an amount in respect of which the Seller is liable to the Buyer under this agreement (disregarding any time or financial limits).

12.4.

The parties will use their reasonable endeavours to procure that the date on which the Seller and any other relevant member of the Seller’s Tax Group ceases to be a member of the Target VAT Group falls on Closing.

12.5.

The deeming provisions of section 43(1) of the VATA 1994 (or any equivalent legislation in any other jurisdiction) will be disregarded in determining for the purposes of paragraphs ‎ 12.1 and ‎ 12.2 what supplies have been made or are deemed to have been made by or to any person.

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Schedule 14*

Indemnities

*This schedule has been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided supplementally to the SEC upon request.

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Schedule 15

Regulatory Capital Adjustment

1.	The “ Regulatory Capital Adjustment ” shall be the amount (which may be a positive amount or a negative amount) described in paragraph ‎ 2(a), ‎ 2(b), ‎ 3, ‎ 4, ‎ 5(a), ‎ 5(b) or ‎ 6 of this ‎ Schedule 15.

2.	If Excess Cash Less Third Party Debt is a positive number and Excess Regulatory Capital is zero or a positive number, and:

(a)

Excess Cash Less Third Party Debt is greater than or equal to Excess Regulatory Capital, then the Regulatory Capital Adjustment shall be an amount equal to Excess Regulatory Capital minus one; or

(b)

Excess Cash Less Third Party Debt is less than Excess Regulatory Capital, then the Regulatory Capital Adjustment shall be an amount equal to Excess Cash Less Third Party Debt.

3.	If Excess Cash Less Third Party Debt is zero or a negative number and Excess Regulatory Capital is a positive number, then the Regulatory Capital Adjustment shall be an amount equal to Excess Cash Less Third Party Debt.

4.	If Excess Cash Less Third Party Debt is zero or a positive number and Excess Regulatory Capital is a negative number, then the Regulatory Capital Adjustment shall be an amount equal to Excess Regulatory Capital minus one.

5.	If Excess Cash Less Third Party Debt is a negative number and Excess Regulatory Capital is zero or a negative number, and:

(a)

the absolute value of Excess Cash Less Third Party Debt is greater than the absolute value of Excess Regulatory Capital, then the Regulatory Capital Adjustment shall be an amount equal to Excess Cash Less Third Party Debt; or

(b)

the absolute value of Excess Cash Less Third Party Debt is less than or equal to Excess Regulatory Capital, then the Regulatory Capital Adjustment shall be an amount equal to Excess Regulatory Capital minus one.

6.	If Excess Cash Less Third Party Debt is zero and Excess Regulatory Capital is zero, then the Regulatory Capital Adjustment shall be negative one (-1).

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Schedule 16*

Excess Regulatory Capital

*This schedule has been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided supplementally to the SEC upon request.

184

Schedule 17*

Buyer Data Room Index

*This schedule has been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided supplementally to the SEC upon request.

185

Schedule 18*

Specified Debts

*This schedule has been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided supplementally to the SEC upon request.

186

Schedule 19

Escrow Arrangements

1.	Definitions

(a)

The following words and expressions shall have the following meanings:

“Claim Notice”	shall mean a notice of the Buyer: (a) stating that the Buyer has paid, incurred, or become subject to, or reasonably anticipates that it will have to pay, incur or become subject to, Indemnifiable Losses and setting forth in reasonable detail the facts and circumstances giving rise to such Indemnifiable Losses; (b) specifying in reasonable detail the nature and amount of Indemnifiable Losses, to the extent then known by the Buyer, and/or if reasonably estimable, an estimate of anticipated Indemnifiable Losses; and (C) the basis for which the Buyer is seeking indemnification for such Indemnifiable Losses;
“Escrow Notes”	means Convertible Notes with an aggregate principal amount of US$54,000,000;
“Escrow Property”	means the Escrow Cash, the Escrow Shares and the Escrow Notes;
“Escrow Release Date”	has the meaning given in paragraph ‎ 2(a) of this ‎ Schedule 19;
“Escrow Shares”	means 4,787,234 Buyer’s Shares;
“Indemnifiable Loss”	means any amounts due to the Buyer in connection with any claim under or arising out of this Agreement or any obligation of the Seller to pay the Buyer under this Agreement (including without limitation as a result of any Seller Adjustment Payment);
“Initial Escrow Account Value”	means an amount equal to US$86,499,999.72;
“Judgment”	means any final and non-appealable decision or judgment rendered by a court of competent jurisdiction as to the validity and amount of any claim in a Claim Notice;
“Lock-Up Period”	means the period beginning on the Closing Date and continuing until the date falling six months after the Closing Date;
“Order”	means any writ, judgment, decree, award, ruling, injunction, directive or similar order of any Authority, and any award or order of any arbitrator to the extent enforceable by an Authority, in each case whether preliminary or final;

187

“Settlement Memorandum”

means a memorandum setting forth an agreement between the Buyer and the Seller’s Guarantor with respect to a dispute in respect of an Objection Notice; and

“VWAP Price”

means, for each trading day during the relevant period, the volume weighted average price per share for the regular trading session (including any extensions thereof, but excluding any pre-open or after hours trading outside of such regular trading session) equal to that published by Bloomberg as shown on the Bloomberg page “GCAP <Equity> AQRC” (or any successor thereto). For the purposes of calculating the VWAP Price, all trades which are reported by Bloomberg to have occurred on any exchange between the hours of 9:30 a.m. and 4:00 p.m. New York time, as adjusted for any extensions to the regular trading session, will be included.

(b)

Any references in this ‎ Schedule 19 to the Seller’s Guarantor shall, where the record holder of the Escrow Shares or Escrow Notes is the Seller or a Permitted Transferee (as defined in the Stockholders’ Agreement) of the Seller under the Stockholders’ Agreement, refer to the Seller or such Permitted Transferee.

2.	Escrow Account

(a)

The Escrow Property shall be deposited with the Escrow Agent to be held by the Escrow Agent and, subject to the disposition of Claim Notices delivered by Gain, released to Seller’s Guarantor pursuant to the following schedule (each date, an “ Escrow Release Date ”):

(i)

on the date falling 18 months after the Closing Date, the Escrow Agent shall retain in the Escrow Account, Escrow Property having a value (determined in accordance with the provisions in this ‎ Schedule 19) in an amount equal to the lesser of: (x) the Escrow Property in the Escrow Account on such date; and (y) 60 per cent. of the Initial Escrow Account Value, and release the remainder of the Escrow Account to Seller’s Guarantor;

(ii)

on the date which is 24 months after the Closing Date, the Escrow Agent shall retain in the Escrow Account, Escrow Property having a value (determined in accordance with the provisions hereof) in an amount equal to the lesser of (x) the Escrow Property in the Escrow Account on such date, and (y) 48 per cent. of the Initial Escrow Account Value, and release the remainder of the Escrow Account to Seller’s Guarantor;

(iii)

on the date which is 30 months after the Closing Date, the Escrow Agent shall retain in the Escrow Account, Escrow Property having a value (determined in accordance with the provisions hereof) in an amount equal to the lesser of (x) the Escrow Property in the Escrow Account on such date, and (y) 36 per cent. of the Initial Escrow Account Value, and release the remainder of the Escrow Account to Seller’s Guarantor;

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(iv)

on the date which is 36 months after the Closing Date, the Escrow Agent shall retain in the Escrow Account, Escrow Property having a value (determined in accordance with the provisions hereof) in an amount equal to the lesser of (x) the Escrow Property in the Escrow Account on such date, and (y) 24 per cent. of the Initial Escrow Account Value, and release the remainder of the Escrow Account to Seller’s Guarantor;

(v)

on the date which is 42 months after the Closing Date, the Escrow Agent shall retain in the Escrow Account, Escrow Property having a value (determined in accordance with the provisions hereof) in an amount equal to the lesser of (x) the Escrow Property in the Escrow Account on such date, and (y) 12 per cent. of the Initial Escrow Account Value, and release the remainder of the Escrow Account to Seller’s Guarantor; and

(vi)

on the date which is 48 months after the Closing Date, the Escrow Agent shall release the entire amount remaining in the Escrow Account to Seller’s Guarantor.

(b)

The Seller’s Guarantor shall have the right to direct the type of Escrow Property to be withheld in the Escrow Account on each Escrow Release Date. Absent such direction, the Escrow Agent shall withhold Escrow Property in the following order: (i) Escrow Cash; (ii) Escrow Notes; and (iii) Escrow Shares.

(c)

Any Buyer’s Shares or other equity securities issued or distributed by the Buyer after the Closing Date (including shares issued as a stock dividend or in a stock split or recapitalization) (“ New Buyer’s Shares ”) in respect of the Escrow Shares or the Escrow Note (i.e. upon exercise thereof) which have not been released from the Escrow Account (or exchanged for cash) shall be added to the Escrow Account and become a part thereof and be treated as Escrow Shares. New Buyer’s Shares issued in respect of shares of Buyer’s Shares which have been released from the Escrow Account shall not be added to the Escrow Account but shall be distributed to the record holder(s) thereof.

3.	Distribution of Escrow Account

(a)

Funds shall be disbursed from the Escrow Account to the Buyer following resolution of a Claim Notice follows: (i) first, if there is any Escrow Cash held in the Escrow Account, an amount of Escrow Cash up to the total amount of Escrow Cash held in the Escrow Account; (ii) second, if there are any Escrow Notes held in the Escrow Account, Escrow Notes with a Note Indemnity Value equal to the remaining Indemnifiable Losses claimed in such Claim Notice; and (iii) third, if there are any Escrow Shares held in the Escrow Account, a number of Escrow Shares with a Share Indemnity Value equal to the remaining Indemnifiable Losses claimed in such Claim Notice, provided, however, that until the Objection Deadline (as defined below), no delivery of Escrow Property shall be made to the Buyer unless the Escrow Agent shall have received written instructions from the Seller’s Guarantor to make such delivery; provided, further, that prior to any distribution of Escrow Property to the Buyer by the Escrow Agent, the Seller’s Guarantor shall have the right, in its sole discretion, to (x) change the mix of Escrow Property to be distributed to the Buyer by the Escrow Agent by delivering written notice to the Buyer and the Escrow Agent, or (y) pay or cause to be paid to the Buyer an amount of cash equal to all or

189

any portion of the Indemnifiable Losses claimed in such Claim Notice to reduce the amount of Indemnifiable Losses to be paid from the Escrow Account. For the avoidance of doubt, to the extent the value of all Escrow Property held in the Escrow Account (as determined pursuant hereto) is not sufficient to satisfy the Indemnifiable Losses payable by the Seller’s Guarantor pursuant to the Share Purchase Agreement in respect of a Claim Notice, then the remaining Escrow Property held in the Escrow Account shall be delivered to the Buyer and the Seller’s Guarantor shall remain liable for the remainder of such Indemnifiable Loss if and to the extent provided in the Share Purchase Agreement.

(b)

The Seller’s Guarantor may object to a claim for indemnification set forth in a Claim Notice by delivering to the Buyer and the Escrow Agent within 30 days from the delivery of the Claim Notice (the “ Objection Deadline ”), a written statement of objection to the claim made in the Claim Notice (an “ Objection Notice ”), which Objection Notice, in order to be effective, shall set forth in reasonable detail the nature of the objections to the claims in respect of which the objection is made. If the Seller’s Guarantor timely delivers an Objection Notice in accordance with this paragraph, the Escrow Agent shall continue to hold in escrow the portion of the Escrow Account held for the account of the Seller’s Guarantor for purposes of this paragraph specified in the Claim Notice until the Escrow Agent receives (i) a Settlement Memorandum, (ii) a certified copy of a Judgment (a “ Written Decision ”), or (iii) written instructions by the Buyer and the Seller’s Guarantor (a “ Written Instruction ”). If the Seller’s Guarantor does not object in writing to all or any portion of the claims in the Claim Notice by the Objection Deadline, such failure to so object shall be an irrevocable acknowledgment by the Seller’s Guarantor that the Buyer is entitled to the full amount of the Indemnifiable Losses set forth in such Claim Notice to which any such objection is not so made (and such entitlement shall be conclusively and irrefutably established against the Seller’s Guarantor) (any such claim, an “ Unobjected Claim ”), and the Escrow Agent shall distribute Escrow Property from the Escrow Account in accordance with the terms hereof. If the Seller’s Guarantor acknowledges in the Objection Notice that there is an indemnification obligation but asserts that it is obligated to pay a lesser amount than that set forth in the Claim Notice, the Escrow Agent shall make distributions from the portion of the Escrow Account of such lesser amount as provided herein, without prejudice to or waiver of the Buyer’s claim for the difference, unless otherwise agreed by the Buyer in writing.

(c)

For the purposes of determining the number of Escrow Shares to be delivered to the Buyer out of the Escrow Account, each Escrow Share shall be valued (the “ Share Indemnity Value ”) at an amount equal to the average of the 20 VWAP Prices of a Buyer’s Share for the 20 trading day period ending on the second trading day immediately prior to: (i) the date of the Claim Notice (in the case of an Unobjected Claim), which Share Indemnity Value shall be set forth in the Claim Notice; (ii) the date of the Settlement Memorandum (in the case of a claim covered by a Settlement Memorandum), which Share Indemnity Value shall be set forth in the Settlement Memorandum; or (iii) the date of the Judgment (in the case of a claim determined pursuant to a Judgment), in which case the Buyer and the Seller’s Guarantor shall provide a written instruction to the Escrow Agent promptly following the date of Judgment setting forth the Share Indemnity Value. In the case of a claim that is

190

resolved pursuant to a Written Instruction, the Escrow Shares used to satisfy such claim shall be valued as set forth in such Written Instruction.

(d)

For the purposes of determining the amount of Escrow Notes to be delivered to Gain out of the Escrow Account, the Escrow Notes shall be valued (the “ Note Indemnity Value ”) at an amount equal to the greater of (x) the principal amount of and accrued but unpaid interest on such Escrow Notes, and (y) the amount equal to (1) the number of shares of Buyer’s Shares issuable upon conversion of such Escrow Notes (assuming Physical Settlement thererof), multiplied by (2) the Share Indemnity Value. The Buyer shall set forth the Note Indemnity Value in each Claim Notice. The Buyer and the Seller’s Guarantor shall set forth the Note Indemnity Value in any Settlement Memorandum and shall provide a joint written instruction to the Escrow Agent promptly following the date of Judgment setting forth the Note Indemnity Value. In the case of a claim that is resolved pursuant to a Written Instruction, the Escrow Notes used to satisfy such claim shall be valued as set forth in such Written Instruction.

4.	Distribution of Escrow Account upon Termination

On each Escrow Release Date, the amount that shall otherwise be withheld from distribution to the Seller’s Guarantor shall be increased, if necessary, such that the value of the Escrow Property withheld in the Escrow Account shall be sufficient to satisfy the aggregate amount (the “ Unresolved Claim Amount ”) of the Indemnifiable Losses asserted by the Buyer in a Claim Notice that remains unresolved or unsatisfied as of such Escrow Release Date (any such claim, an “ Unresolved Claim ”). Delivery of a Claim Notice to the Escrow Agent following an Escrow Release Date shall not hinder, prevent or delay the Escrow Agent’s distribution to the Seller’s Guarantor of any Escrow Property in excess of the Escrow Distribution Holdback that is to be distributed following such Escrow Release Date. The Escrow Agent shall distribute the Escrow Distribution Holdback to INCAP or Gain, as applicable, only pursuant to and in accordance with a Settlement Memorandum, a Written Decision or a Written Instruction delivered to Escrow Agent; provided, however, that the Escrow Agent shall promptly distribute to the Buyer from the Escrow Distribution Holdback an amount of Escrow Property with a value equal to the amount of any Unresolved Claim that after the passage of the relevant Objection Deadline becomes an Unobjected Claim, distributing Escrow Property in the manner required hereunder.

5.	Sale of Escrow Notes and Escrow Shares following Lock-Up

In the event that the Seller’s Guarantor wishes from time to time to direct the Escrow Agent to sell, as agent for it, any portion of the Escrow Notes or Escrow Shares in the Escrow Account which are permitted to be sold pursuant to the Stockholders Agreement, the Seller’s Guarantor shall provide written notice to the Escrow Agent and the Buyer instructing the Escrow Agent to sell, as soon as practicable after the date of such written notice, such principal of Escrow Notes and/or the Escrow Shares as may be specified in such notice in ordinary brokers transactions on the NASDAQ or such other U.S. securities exchange or market through one or more brokers as specified by the Seller’s Guarantor in such notice. The Escrow Agent shall deposit the cash proceeds from such sale after deducting any sales commissions and other reasonable expenses of the Escrow Agent (such remaining amount being referred to as the “ Net Proceeds ”) into the Escrow Account, which amount shall thereafter constitute Escrow Cash and held by the Escrow Agent for the account of the Seller’s Guarantor pursuant to the terms of this Agreement, except for any

191

portion of the Net Proceeds which exceeds (x) in the case of the Escrow Notes, the principal amount of the Escrow Notes sold, or (y) in the case of the Escrow Shares, $6.58, which excess amount shall promptly be distributed to an account designated in writing by the Seller’s Guarantor.

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Signature Page – Share Purchase Agreement

Signed by	)
	)
for and on behalf of CITY INDEX GROUP LIMITED	) )	............................................. (Authorised signatory)

Signed by	)
	)
for and on behalf of INCAP GAMING B.V.	) )	............................................. (Authorised signatory)

Signed by	)
	)
for and on behalf of IPGL LIMITED	) )	............................................. (Authorised signatory)

Signed by	)
	)
for and on behalf of GAIN CAPITAL HOLDINGS, INC.	) )	............................................. (Authorised signatory)

Exhibit 4.1

GAIN CAPITAL HOLDINGS, INC.

AS ISSUER

4.125% CONVERTIBLE SENIOR NOTES DUE [ ] 1

__________________________

INDENTURE

DATED AS OF [ ] 2

__________________________

THE BANK OF NEW YORK MELLON

AS TRUSTEE

1	To be the year in which the Maturity Date falls.

2	To be the date on which the Notes are to be issued pursuant to, and in accordance with, the provisions of the Share Purchase Agreement (“the “ SPA ”) dated as of October 31, 2014 by and among City Index Group Limited, INCAP Gaming, B.V. and GAIN Capital Holdings, Inc.

TABLE OF CONTENTS

Page

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01	Definitions	1
Section 1.02	Other Definitions	10
Section 1.03	Rules of Construction	11
Section 1.04	Acts of Holders	12

ARTICLE II

THE NOTES

Section 2.01	Designation, Amount and Issuance of Notes	13
Section 2.02	Form of Notes	13
Section 2.03	Denomination of Notes	14
Section 2.04	Payments	14
Section 2.05	Execution and Authentication	17
Section 2.06	Registrar, Paying Agent and Conversion Agent	18
Section 2.07	Money and Securities Held in Trust	20
Section 2.08	Holder Lists	20
Section 2.09	Transfer and Exchange	20
Section 2.10	Transfer Restrictions	25
Section 2.11	Replacement Notes	27
Section 2.12	Temporary Notes	27
Section 2.13	Cancellation	28
Section 2.14	Outstanding Notes	28
Section 2.15	Persons Deemed Owners	28
Section 2.16	Repurchases	29
Section 2.17	CUSIPs	29

ARTICLE III

REPURCHASE AT THE OPTION OF THE HOLDER

Section 3.01	Fundamental Change Permits Holders to Require the Company to Repurchase the Notes	29
Section 3.02	Fundamental Change Notice	30
Section 3.03	Fundamental Change Repurchase Notice	31
Section 3.04	Withdrawal of Fundamental Change Repurchase Notice	32
Section 3.05	Effect of Fundamental Change Repurchase Notice	33
Section 3.06	Notes Repurchased in Part	34
Section 3.07	Covenant to Comply With Securities Laws Upon Repurchase of Notes	34

Section 3.08	Deposit of Fundamental Change Repurchase Price	34
Section 3.09	Covenant Not to Repurchase Notes During a Continuing Acceleration With Respect to the Notes	35

ARTICLE IV

COVENANTS

Section 4.01	Payment of Notes	35
Section 4.02	144A Information	35
Section 4.03	Reports	35
Section 4.04	Additional Interest	36
Section 4.05	Compliance Certificate	37
Section 4.06	Restriction on Purchases by the Company	37
Section 4.07	[ Reserved ]	37
Section 4.08	Corporate Existence	38
Section 4.09	[ Reserved ]	38
Section 4.10	Stay, Extension and Usury Laws	38

ARTICLE V

CONSOLIDATION, MERGER AND SALE OF ASSETS

Section 5.01	Company May Consolidate, Merge or Sell Its Assets Only on Certain Terms	38
Section 5.02	Successor Substituted	39

ARTICLE VI

DEFAULTS AND REMEDIES

Section 6.01	Events of Default	39
Section 6.02	Acceleration	41
Section 6.03	Other Remedies	42
Section 6.04	Sole Remedy for Failure to Report	42
Section 6.05	Waiver of Past Defaults	43
Section 6.06	Control by Majority	44
Section 6.07	Limitation on Suits	44
Section 6.08	Rights of Holders To Receive Payment	44
Section 6.09	Collection Suit by Trustee	45
Section 6.10	Trustee May File Proofs of Claim	45
Section 6.11	Priorities	45
Section 6.12	Undertaking for Costs	46

ARTICLE VII

TRUSTEE

Section 7.01	Duties of Trustee	46
Section 7.02	Rights of Trustee	47
Section 7.03	Individual Rights of Trustee	49
Section 7.04	Trustee’s Disclaimer	49
Section 7.05	Notice of Defaults	49
Section 7.06	Compensation and Indemnity	49
Section 7.07	Replacement of Trustee	51
Section 7.08	Successor Trustee by Merger	51
Section 7.09	Eligibility; Disqualification	52
Section 7.10	Trustee’s Application for Instructions from the Company	52
Section 7.11	Withholding	52

ARTICLE VIII

SATISFACTION AND DISCHARGE

Section 8.01	Discharge of Liability on Notes	53
Section 8.02	Repayment to the Company	53

ARTICLE IX

AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 9.01	Without Consent of Holders	53
Section 9.02	With Consent of Holders	54
Section 9.03	Execution of Supplemental Indentures	55
Section 9.04	Notices of Supplemental Indentures	55
Section 9.05	Effect of Supplemental Indentures	56
Section 9.06	Revocation and Effect of Consents, Waivers and Actions	56
Section 9.07	Notation on, or Exchange of, Notes	56

ARTICLE X

CONVERSIONS

Section 10.01	Right To Convert	56
Section 10.02	Conversion Procedures	59
Section 10.03	Settlement Upon Conversion.	61
Section 10.04	Common Stock Issued Upon Conversion	64
Section 10.05	Adjustment of Conversion Rate	65
Section 10.06	Voluntary Adjustments	74
Section 10.07	Adjustments Upon a Make-Whole Fundamental Change	74
Section 10.08	Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale	77

iii

Section 10.09	No Responsibility of Trustee or Conversion Agent	80
Section 10.10	[ Reserved ]	80
Section 10.11	Exchange in Lieu of Conversion	80

ARTICLE XI

REDEMPTION AT THE OPTION OF THE COMPANY

Section 11.01	No Sinking Fund	81
Section 11.02	Right To Redeem the Notes	81
Section 11.03	Redemption Notice	82
Section 11.04	Effect of Redemption Notice	83
Section 11.05	Deposit of Redemption Price	83
Section 11.06	Effect of Deposit	83
Section 11.07	Covenant Not to Redeem Notes During a Continuing Acceleration With Respect to the Notes	83
Section 11.08	Repayment to the Company	84

ARTICLE XII

MISCELLANEOUS

Section 12.01	[ Reserved ]	84
Section 12.02	Notices	84
Section 12.03	Certificate and Opinion as to Conditions Precedent	85
Section 12.04	Statements Required in Certificate or Opinion	85
Section 12.05	Separability Clause	86
Section 12.06	Rules by Trustee	86
Section 12.07	Governing Law and Waiver of Jury Trial	86
Section 12.08	No Recourse Against Others	86
Section 12.09	Calculations	86
Section 12.10	Successors	87
Section 12.11	Multiple Originals	87
Section 12.12	Table of Contents; Headings	87
Section 12.13	Force Majeure	87
Section 12.14	Submission to Jurisdiction	87
Section 12.15	Legal Holidays	87
Section 12.16	No Security Interest Created	87
Section 12.17	Benefits of Indenture	88
Section 12.18	U.S.A. Patriot Act	88

Form of Note	A-1
Form of Transfer Certificate	B-1
Form of Restricted Stock Legend	C-1

INDENTURE, dated as of [ ] 3 , between GAIN Capital Holdings, Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon, a New York banking corporation, as trustee (“Trustee”).

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders (as defined below) of the Company’s 4.125% Convertible Senior Notes due [ ] 4 :

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01 Definitions .

“Affiliate” of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control,” when used with respect to any specified Person, means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Applicable Procedures” means, with respect to any transfer or transaction involving a Global Note or any beneficial interest therein, the rules and procedures of the Depositary for such Note, in each case to the extent applicable to such transfer or transaction and as in effect from time to time.

“Bankruptcy Law” means Title 11, United States Code, or any similar U.S. federal, state or non-U.S. law for the relief of debtors.

“Bid Solicitation Agent” means the Person who shall solicit and obtain bids for the Trading Price in accordance with Section 10.01(b)(ii) and the definition of Trading Price set forth herein. The initial Bid Solicitation Agent shall be the Company, and the Company shall have the right to thereafter appoint any other Person to be the Bid Solicitation Agent without prior notice.

“Board of Directors” means the board of directors of the Company or a committee of such board duly authorized to act for it.

“Board Resolution” means a copy of one or more resolutions certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of

3	To be the date on which the Notes are to be issued pursuant to, and in accordance with, the provisions of the SPA.

4	To be the year in which the Maturity Date falls.

Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Business Day” means any day other than a Saturday, a Sunday or a day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed.

“Capital Stock” means, for any Person, any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of, or interests in (however designated), the equity of such Person, but excluding any debt securities convertible into such equity.

“Close of Business” means 5:00 p.m., New York City time.

“Common Stock” means the shares of the common stock of the Company, par value $0.00001 per share, subject to Section 10.08 hereof.

“Company” means the party named as such in the first paragraph of this Indenture until a successor or assignee replaces it pursuant to the applicable provisions hereof and, thereafter, means the successor or assignee.

“Company Order” means a written request or order signed in the name of the Company by any Officer.

“Conversion Price” means, at any time, (i) $1,000 divided by (ii) the Conversion Rate in effect at such time.

“Conversion Rate” means, initially, [ ] 5 shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment as provided herein.

“Corporate Trust Office” means the corporate trust office of the Trustee at which the trust created by this Indenture will be administered, which office, as of the Issue Date, is located at The Bank of New York Mellon, Corporate Trust Administration – Gain Holdings, Inc., 101 Barclay Street – Floor 7W, New York, NY 10286 and may later be located at such other address as the Trustee, upon delivering notice to the Holders, the Paying Agent, the Conversion Agent, the Registrar and the Company, designates.

“Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.

To be $1,000, divided by the initial Conversion Price, rounded to the nearest 1/10,000 th share of Common Stock. The initial Conversion Price shall be equal to 125% of the arithmetic average of the Daily VWAP for the Common Stock over the 20 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the day on which this Indenture is executed; provided that the initial Conversion Price (x) shall not exceed the greater of (i) $9.25 and (ii) the Last Reported Sale Price of the Common Stock on the Closing Date (as such term is defined in the SPA) and (y) shall not be less than $7.20.

“Daily Conversion Value” means, for any Trading Day, (1) the product of (x) the Conversion Rate on such Trading Day and (y) the Daily VWAP on such Trading Day, divided by (2) twenty five (25).

“Daily Settlement Amount” means, with respect to each of the 25 consecutive Trading Days during any Observation Period, (i) cash equal to the lesser of (x) the Specified Dollar Amount applicable to such conversion, divided by twenty five (25) (such quotient, the “Daily Measurement Value”); and (y) the Daily Conversion Value on such Trading Day (the lesser of such preceding clauses (x) and (y), the “Daily Cash Amount”); and (ii) if such Daily Conversion Value exceeds such Daily Measurement Value, a number of shares of Common Stock (such number, the “Daily Share Amount”) equal to (x) the difference between such Daily Conversion Value and such Daily Measurement Value, divided by (y) the Daily VWAP for such Trading Day.

“Daily VWAP” means, for any Trading Day, the per share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page “GCAP<equity> AQR” (or its equivalent successor if such page is not available) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such Trading Day (or if such volume-weighted average price is unavailable, the market value of one share of Common Stock on such Trading Day determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained for this purpose by the Company). The Daily VWAP will be determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours.

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

“Definitive Notes” means Notes that are in registered definitive form and that are in the form of the Note attached hereto as Exhibit A .

“Depositary” means DTC; provided that the Company may at any time, upon delivering notice to the Holders, the Company, the Trustee, the Registrar, the Paying Agent and the Conversion Agent, appoint a successor Depositary.

“DTC” means The Depository Trust Company.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Fundamental Change” means an event that will be deemed to occur if any of the following occurs:

(a) a “person” or “group” within the meaning of Section 13(d) of the Exchange Act other than the Company, its Subsidiaries, and the Company and its Subsidiaries’ employee benefit plans files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group, has become the direct or indirect “beneficial owner” (as defined below) of shares of the Company’s common

equity representing more than 50% of the voting power of the Company’s common equity generally entitled to vote in the election of the Company’s directors;

(b) the consummation of:

(i) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person; or

(ii) any transaction or series of related transactions in connection with which (whether by means of exchange, liquidation, consolidation, merger, combination, reclassification, recapitalization, acquisition or otherwise) all of the Common Stock is exchanged for, converted into, acquired for, or constitutes solely the right to receive, other securities, other property, assets or cash, but excluding any merger, consolidation, share exchange or acquisition of the Company with or by another Person pursuant to which the Persons that “beneficially owned” (as defined below), directly or indirectly, the shares of the Company’s Voting Stock immediately prior to such transaction beneficially own, directly or indirectly, immediately after such transaction, shares of the surviving, continuing or acquiring corporation’s Voting Stock representing more than 50% of the total outstanding voting power of all outstanding classes of Voting Stock of the surviving, continuing or acquiring corporation in substantially the same proportions vis-à-vis each other as immediately prior to such transaction;

(d) the Common Stock (or other common stock or depositary shares or receipts in respect thereof that underlie the Notes) ceases to be listed or quoted on The New York Stock Exchange, The NASDAQ Global Market, The NASDAQ Global Select Market, The London Stock Exchange or The Hong Kong Stock Exchange (or any of their respective successors).

A transaction or event described in clause (i) or (ii) above will not constitute a Fundamental Change, however, if at least 90% of the consideration received or to be received by the holders of the Common Stock, excluding cash payments for fractional shares or dissenters’ appraisal rights, in connection with the transaction or transactions, consists of shares of common stock or depositary shares or receipts in respect thereof traded on any of The New York Stock Exchange, The NASDAQ Global Market, The NASDAQ Global Select Market, The London Stock Exchange or The Hong Kong Stock Exchange (or any of its respective successors) or which will be so traded or quoted when issued or exchanged in connection with such transaction or event and as a result of such transaction or event, the Notes become convertible or exchangeable (assuming Physical Settlement) solely into such consideration (excluding cash payments for fractional shares or dissenters’ appraisal rights) in accordance with Section 10.08 hereof. For the purposes of this definition of “Fundamental Change,” any transaction or event that constitutes a Fundamental Change under both clause (i) and clause (ii) above will be deemed to constitute a Fundamental Change solely under clause (ii) of this definition of “Fundamental

Change.” [Notwithstanding anything to the contrary herein, if, following the date on which this Indenture is executed (x) the phrase “clause (i) or (ii)” in the second to last sentence of the defined term “Fundamental Change” in the indenture (the “Original Indenture”) dated as of November 27, 2013 by and between the Company and The Bank of New York Mellon, as trustee, is amended to read “clause (a) or (b)”, then, automatically concurrently with effectiveness of such amendment, the phrase “clause (i) or (ii)” in the second immediately preceding sentence shall be replaced with the phrase “clause (a) or (b)” and (y) the phrase “clause (i) and clause (ii) above will be deemed to constitute a Fundamental Change solely under clause (ii)” in the last sentence of the defined term “Fundamental Change” in the Original Indenture is amended to read “clause (a) and clause (b) above will be deemed to constitute a Fundamental Change solely under clause (b)”, then, automatically concurrently with effectiveness of such amendment, the phrase “clause (i) and clause (ii) above will be deemed to constitute a Fundamental Change solely under clause (ii)” in the immediately preceding sentence shall be replaced with the phrase “clause (a) and clause (b) above will be deemed to constitute a Fundamental Change solely under clause (b)”.] 6

For the purposes of this definition of “Fundamental Change,” whether a person is a “beneficial owner” or whether shares are “beneficially owned” will be determined in accordance with Rule 13d-3 under the Exchange Act.

“Global Note” means a permanent global note that is in the form of the Note attached hereto as Exhibit A and that is registered in the name of the Depositary or the nominee of the Depositary and deposited with the Depositary, the nominee of the Depositary or a custodian appointed by the Depositary or the nominee of the Depositary.

“Global Notes Legend” means the legend identified as such in Exhibit A hereto.

“Holder” or “Holders” means a Person or Persons in whose name a Note is registered in the Register.

“Indenture” means this Indenture, as amended or supplemented from time to time in accordance with the terms hereof.

“Issue Date” means [ ] 7 .

“Last Reported Sale Price” of the Common Stock on any date means the closing sale price per share (or, if no closing sale price is reported, the average of the last bid and ask

To be included in this Indenture if the amendment to the Original Indenture referred to in the bracketed language above has not occurred prior to execution of this Indenture. If the amendment to the Original Indenture referred to in the bracketed language above has occurred prior to execution of this Indenture (x) the phrase “clause (i) or (ii)” in the second to last sentence of the defined term “Fundamental Change” in this Indenture shall be replaced with the phrase “clause (a) or (b)” and (y) the phrase “clause (i) and clause (ii) above will be deemed to constitute a Fundamental Change solely under clause (ii)” in the last sentence of the defined term “Fundamental Change” in this Indenture shall be replaced with the phrase “clause (a) and clause (b) above will be deemed to constitute a Fundamental Change solely under clause (b)”.

7	To be the date on which the Notes are to be issued pursuant to, and in accordance with, the provisions of the SPA.

prices or, if more than one in either case, the average of the average last bid and the average last ask prices) on such date as reported in composite transactions for the principal U.S. national or regional securities exchange on which the Common Stock is traded. If the Common Stock is not listed for trading on a U.S. national or regional securities exchange on such date, the “Last Reported Sale Price” of the Common Stock will be the last quoted bid price per share for the Common Stock in the over-the-counter market on such date as reported by OTC Markets Group Inc. or a similar organization. If the Common Stock is not so quoted, the “Last Reported Sale Price” will be the average of the mid-point of the last bid and ask prices per share for the Common Stock on the relevant date from at least three nationally recognized independent investment banking firms selected by the Company for this purpose.

“Market Disruption Event” means, (i) for purposes of determining whether the Notes will be convertible pursuant to Section 10.01(b), the occurrence or existence during the one-half hour period ending on the scheduled close of trading on the principal U.S. national or regional securities exchange on which the Common Stock is listed for trading of any material suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the stock exchange or otherwise) in the Common Stock or in any options contracts or futures contracts relating to the Common Stock; and (ii) for purposes of determining any Observation Period, (A) a failure by the primary U.S. national or regional securities exchange or market on which the Common Stock is listed or admitted for trading to open for trading during its regular trading session or (B) the occurrence or existence prior to 1:00 p.m., New York City time, on any Scheduled Trading Day for the Common Stock for more than one half-hour period in the aggregate during regular trading hours of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant stock exchange or otherwise) in the Common Stock or in any options contracts or futures contracts relating to the Common Stock.

“Notes” means any of the Company’s 4.125% Convertible Senior Notes due [ ] 8 issued under this Indenture.

“Observation Period” means, with respect to any Note surrendered for conversion:

(i) subject to (iii) below, if the Conversion Date for such conversion is before [ ] 9 , the twenty five (25) consecutive Trading Day period beginning on, and including, the third Trading Day after such Conversion Date;

(ii) subject to (iii) below, if such Conversion Date occurs on or after [ ] 10 , the twenty five (25) consecutive Trading Days beginning on, and including, the twenty seventh (27th) Scheduled Trading Day immediately preceding the Maturity Date; and

8	To be the year in which the Maturity Date falls.

9	To be the date six months immediately preceding the Maturity Date.

10	To be the date six months immediately preceding the Maturity Date.

(iii) if the relevant Conversion Date occurs on or after the date of our delivery of a Redemption Notice with respect to the Notes and prior to the relevant Redemption Date, the 25 consecutive Trading Days beginning on, and including, the 27th scheduled trading day immediately preceding such Redemption Date.

“Officer” means the Chairman of the Board, the Vice Chairman, the Chief Executive Officer, the President, the Chief Financial Officer, any Executive Vice President, any Senior Vice President, any Vice President, the Treasurer or the Secretary of the Company.

“Officers’ Certificate” means a written certificate containing the information specified in Sections 12.03 and 12.04 hereof, signed in the name of the Company by any two Officers, and delivered to the Trustee; provided , that, if such certificate is given pursuant to Section 4.05 hereof, (i) one of the Officers signing such certificate must be the principal financial or accounting Officer of the Company and (ii) such certificate need not contain the information specified in Sections 12.03 and 12.04 hereof.

“Open of Business” means 9:00 a.m., New York City time.

“Opinion of Counsel” means a written opinion containing the information specified in Sections 12.03 and 12.04 hereof, from legal counsel. The counsel may be an employee of, or counsel to, the Company who is reasonably satisfactory to the Trustee.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, or government or any agency or political subdivision thereof.

“Redemption Conversion Period” means the period beginning on, and including, the date on which the Company delivers a Redemption Notice and ending on, but excluding, the relevant Redemption Date.

“Restricted Notes Legend” means the legend identified as such set forth in Exhibit A hereto, or any other similar legend indicating the restricted status of the Notes under Rule 144.

“Restricted Stock Legend” means a legend in the form set forth in Exhibit C hereto or any other similar legend indicating the restricted status of the Common Stock under Rule 144.

“Rule 144” means Rule 144 under the Securities Act (or any successor provision), as it may be amended from time to time.

“Scheduled Trading Day” means a day that is scheduled to be a Trading Day on the principal U.S. national or regional securities exchange or market on which the Common Stock is listed or admitted for trading; provided , however , that if the Common Stock is not so listed or admitted for trading, then “Scheduled Trading day” means a Business Day.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Settlement Method” means Cash Settlement, Physical Settlement or Combination Settlement.

“Significant Subsidiary” means any Subsidiary that is a “significant subsidiary” of the Company within the meaning of Rule 1-02(w) of Regulation S-X promulgated under the Exchange Act.

“Specified Dollar Amount” means, with respect to the conversion of any Note with respect to which Combination Settlement applies, the maximum cash amount per $1,000 principal amount of such Note being converted to be received upon such conversion (excluding cash in lieu of any fractional share of Common Stock), as specified in the notice specifying the Company’s elected Settlement Method for such conversion or as deemed to be so specified pursuant to Section 10.03(a)(i)(5).

“Stock Price” means, for any Make-Whole Fundamental Change, (i) if the holders of the Common Stock receive only cash in consideration for their shares of Common Stock in such Make-Whole Fundamental Change and such Make-Whole Fundamental Change is of the type described in sub-clause (ii) of clause (b) of the definition of Fundamental Change, the amount of cash paid per share of the Common Stock in such Make-Whole Fundamental Change, (ii) in the case of a Make-Whole Fundamental Change described in clause (ii) of the definition of Make-Whole Fundamental Change, the Last Reported Sale Price of the Common Stock on the day that the Company delivers the Redemption Notice and (iii) in all other cases, the average of the Last Reported Sale Price of the Common Stock over the five consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Make-Whole Fundamental Change Effective Date for such Make-Whole Fundamental Change.

“Subsidiary” means a Person more than 50% of the outstanding Voting Stock of which is owned, directly or indirectly, by the Company or by one or more other Subsidiaries of the Company, or by the Company and one or more other Subsidiaries of the Company.

“TIA” means the Trust Indenture Act of 1939 as in effect on the Issue Date; provided , however , that if the TIA is amended after such date, TIA means, to the extent required by any such amendment, the TIA as so amended.

“Trading Day” means a day on which (i) trading in the Common Stock (or other security for which a closing sale price must be determined) generally occurs on The New York Stock Exchange or, if the Common Stock (or such other security) is not then listed on The New York Stock Exchange, on the principal other U.S. national or regional securities exchange on which the Common Stock (or such other security) is then listed or, if the Common Stock (or such other security) is not then listed on a U.S. national or regional securities exchange, on the principal other market on which the Common Stock (or such other security) is then listed or admitted for trading; (ii) there is no Market Disruption Event; and (iii) a closing price for the Common Stock (or such other security) is available on such securities exchange; provided , however , that if the Common Stock (or such other security) is not so listed or traded, then “Trading Day” means a Business Day; provided , further , that, notwithstanding the foregoing,

solely for purposes of determining the Conversion Consideration due upon any conversion of a Note, (x) ”Trading Day” means a day on which (A) there is no Market Disruption Event and (B) trading in the Common Stock generally occurs on The New York Stock Exchange or, if the Common Stock is not then listed on The New York Stock Exchange, on the principal other U.S. national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed on a U.S. national or regional securities exchange, on the principal other market on which the Common Stock is then listed or admitted for trading; and (y) if the Common Stock is not so listed or admitted for trading, “Trading Day” means a Business Day.

“Trading Price” means, with respect to the Notes on any date of determination, the average of the secondary market bid quotations obtained by the Bid Solicitation Agent for $1.0 million principal amount of Notes at approximately 3:30 p.m., New York City time, on such determination date from three independent nationally recognized securities dealers selected by the Company; provided , however , that if three such bids cannot reasonably be obtained by the Bid Solicitation Agent but two such bids are obtained, then the average of the two (2) bids shall be used, and if only one such bid can reasonably be obtained by the Bid Solicitation Agent, that one bid shall be used. If the Bid Solicitation Agent cannot reasonably obtain at least one bid for $1.0 million principal amount of the Notes from a nationally recognized securities dealer on any Trading Day, then the Trading Price per $1,000 principal amount of the Notes on such Trading Day will be deemed to be less than ninety eight percent (98%) of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on such Trading Day. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not, when the Company is required to, instruct the Bid Solicitation Agent in writing to obtain bids, or if the Company gives such written instruction to the Bid Solicitation Agent, and the Bid Solicitation Agent fails to make such determination or (y) the Company is acting as Bid Solicitation Agent, and the Company fails to make such determination, then, in either case, the Trading Price per $1,000 principal amount of Notes will be deemed to be less than ninety eight percent (98%) of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure.

“Transfer” means, with respect to any Restricted Note or share of Common Stock that bears, or is required to bear, the Restricted Stock Legend, any sale, pledge, transfer, loan, hypothecation or other disposition of such Restricted Note or share of Common Stock, as the case may be.

“Transfer Agent” means, initially, Broadridge Corporate Issuer Solutions, Inc., in its capacity as the transfer agent for the transfer agent for the Common Stock, and any successor entity acting in such capacity.

“Trust Officer” means any officer within the corporate trust department of the Trustee (or any successor group of the Trustee) with direct responsibility for the administration of this Indenture and also means, with respect to a particular corporate trust matter hereunder, any other officer of the Trustee to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject.

“Trustee” means the party named as the “Trustee” in the first paragraph of this Indenture until a successor replaces it pursuant to the applicable provisions of this Indenture and, thereafter, means such successor. The foregoing sentence will likewise apply to any such subsequent successor or successors.

“Uniform Commercial Code” means the New York Uniform Commercial Code as in effect on the Issue Date.

“Voting Stock” of a Person means Capital Stock of such Person of the class or classes pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the board of directors, managers or trustees of such Person (irrespective of whether or not at the time Capital Stock of any other class or classes will have or might have voting power by reason of the happening of any contingency).

Section 1.02 Other Definitions .

Term:	Section Defined in:
“Act”	1.04
“Additional Interest”	4.04(a)
“Additional Shares”	10.07(a)
“Agent Members”	2.02(c)
“Applicable Tax Law”	7.11
“Averaging Period”	10.05(c)
“Cash Settlement”	10.03(a)
“Clause A Distribution”	10.05(c)
“Clause B Distribution”	10.05(c)
“Clause C Distribution”	10.05(c)
“Combination Settlement”	10.03(a)
“Conversion Agent”	2.06(a)
“Conversion Consideration”	10.03(a)(ii)
“Conversion Date”	10.02(a)
“Conversion Notice”	10.02(a)
“Defaulted Amount”	2.04(d)
“Default Interest”	2.04(d)
“Dividend Threshold”	10.05(c)
“Effective Date”	10.05(m)
“Event of Default”	6.01(a)
“Ex-Dividend Date”	10.05(m)
“Expiration Time”	10.05(c)
“Extension Fee”	6.04(a)
“Financial Institution”	10.11
“Fundamental Change Notice”	3.02(a)
“Fundamental Change Notice Date”	3.02(a)
“Fundamental Change Repurchase Date”	3.01(c)
“Fundamental Change Repurchase Notice”	3.03(a)(A)

Term:	Section Defined in:
“Fundamental Change Repurchase Price”	3.01(b)
“Incumbency Certificate”	7.03(n)
“Interest Payment Date”	2.04(a)
“Make-Whole Fundamental Change”	10.07(a)
“Make-Whole Fundamental Change Effective Date”	10.07(b)
“Maturity Date”	2.04(a)
“Measurement Period”	10.01(b)(ii)
“Merger Event”	10.08(a)
“Merger Successor Corporation”	10.08(a)
“Multi-Clause Distribution”	10.05(c)
“Paying Agent”	2.06(a)
“Physical Settlement”	10.03(a)
“Redemption”	11.02(a)
“Redemption Date”	11.02(c)
“Redemption Notice”	11.03
“Redemption Notice Date”	11.03
“Redemption Price”	11.02(b)
“Reference Property”	10.08(a)
“Reference Property Unit”	10.08(a)
“Register”	2.06(a)
“Registrar”	2.06(a)
“Regular Record Date”	2.04(a)
“Reorganization Event”	5.01
“Reorganization Successor Corporation”	5.01(a)(ii)
“Reporting Event of Default”	6.04(a)
“Restricted Note”	2.10(a)
“Special Regular Record Date”	2.04(d)(i)
“Spin-Off”	10.05(c)
“Temporary Notes”	2.12
“Trading Price Condition”	10.01(b)(ii)
“Valuation Period”	10.05(c)

Section 1.03 Rules of Construction .

(a) a term has the meaning assigned to it;

(b) an accounting term not otherwise defined has the meaning assigned to it and will be construed in accordance with U.S. generally accepted accounting principles;

(d) “including” means including, without limitation;

(e) words in the singular include the plural, and words in the plural include the singular, unless the context requires otherwise;

(f) all references to $, dollars, cash payments or money refer to United States currency; and

(g) unless the context requires otherwise, all references to interest on the Notes (a) will include any Additional Interest payable pursuant to Section 4.04 hereof and any Extension Fee payable pursuant to Section 6.04 hereof, (b) but, for the avoidance of doubt, will not include any Default Interest payable on a Defaulted Amount pursuant to the terms of Section 2.04 hereof.

Section 1.04 Acts of Holders . Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action will become effective when such instrument or instruments are delivered to the Trustee and to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent will be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section 1.04.

(a) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to such officer the execution thereof together with a medallion guarantee, if applicable. Where such execution is by a signer acting in a capacity other than such signer’s individual capacity, such certificate or affidavit will also constitute sufficient proof of such signer’s authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient.

(b) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Note will bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee, the Company, the Paying Agent, the Conversion Agent or the Registrar in reliance thereon, whether or not notation of such action is made upon such Note.

(c) If the Company will solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company will have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given

before or after such record date, but only the Holders of record at the Close of Business on such record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and, for that purpose, the outstanding Notes will be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.

ARTICLE II

THE NOTES

Section 2.01 Designation, Amount and Issuance of Notes .

The Notes will be designated as “4.125% Convertible Senior Notes due [ ] 11 .” The initial aggregate principal amount of Notes to be issued, authenticated and delivered on the Issue Date under this Indenture is $[60,000,000]. From time to time, the Company may issue and execute, and the Trustee may authenticate, Notes delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.09, 2.11, 2.12, 3.06 and 10.02 hereof.

Section 2.02 Form of Notes .

(a) General . The Notes will be substantially in the form of Exhibit A hereto, but may include any notations, legends or endorsements required by any applicable law (or regulation promulgated thereunder), stock exchange rule or usage, or any insertions, omissions or other variations otherwise permitted or required by this Indenture. Whenever any such notation, legend or endorsement, or any such insertion, omission or other variation is applicable to a Note, the Company will provide such notation, legend or endorsement, or such insertion, omission or other variation to the Trustee in writing.

Each Note will bear a Trustee’s certificate of authentication substantially in the form set forth in Exhibit A hereto.

Notes that are Global Notes will bear the Global Notes Legend and the “Schedule of Increases and Decreases of Global Note” attached thereto.

Notes that are Restricted Notes will bear the Restricted Notes Legend.

The terms and provisions contained in the Notes will constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent that any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture will govern and control.

11	To be the year in which the Maturity Date falls.

(b) Initial and Subsequent Notes . The Notes initially will be issued in definitive form, registered in the name of [ ] 12 . Except to the extent provided in Section 2.09(d) hereof, all Notes will be represented by one or more Definitive Notes.

(c) Global Notes . Each Global Note will represent the aggregate principal amount of then outstanding Notes endorsed thereon and provide that it represents such aggregate principal amount of then outstanding Notes, which aggregate principal amount may, from time to time, be reduced or increased to reflect transfers, exchanges, conversions, redemptions or repurchases by the Company.

Only the Trustee, or the custodian holding such Global Note for the Depositary, at the direction of the Trustee, may endorse a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of then outstanding Notes represented thereby, and whenever the Holder of a Global Note delivers instructions to the Trustee to increase or decrease the aggregate principal amount of then outstanding Notes represented by a Global Note in accordance with Section 2.09 hereof, the Trustee, or the custodian holding such Global Note for the Depositary, at the direction of the Trustee, will endorse such Global Note to reflect such increase or decrease in the aggregate principal amount of then outstanding Notes represented thereby. None of the Trustee, the Company or any agent of the Trustee or the Company will have any responsibility or bear any liability for any aspect of the records relating to, or payments made on account of, the ownership of any beneficial interest in a Global Note or with respect to maintaining, supervising or reviewing any records relating to such beneficial interest.

Neither any member of, or participant in, the Depositary (collectively, the “Agent Members”) nor any other Person on whose behalf an Agent Member may act will have any rights under this Indenture with respect to any Global Note or under such Global Note, and the Company, the Trustee and any agent of the Company or the Trustee, may, for all purposes, treat the Depositary, or its nominee, if any, as the absolute owner and Holder of such Global Note.

The Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that such Holder is entitled to take under this Indenture or the Notes with respect to such Global Note, and, notwithstanding the foregoing, nothing herein will prevent the Company, the Trustee, the Paying Agent or any agent of the Company, the Trustee or the Paying Agent from giving effect to any written certification, proxy or other authorization furnished by such Holder or impair, as between the Depositary, its Agent Members and any other Person on whose behalf an Agent Member may act, the operation of their respective customary practices governing the exercise of the rights of a Holder of any interest in any Global Note.

Section 2.03 Denomination of Notes . The Notes will be issuable in registered form without coupons in minimum denominations of $1,000 principal amount and in integral multiples of $1,000 in excess thereof.

Section 2.04 Payments .

12	Kirkland to provide.

(a) General .

(i) Payment at Maturity . Unless earlier paid or deemed paid pursuant to any of Sections 3.05, 10.03 or 11.06 hereof, the Notes will mature on [ ] 13 (the “Maturity Date”) and, on the Maturity Date, the Company will pay each Holder of Notes $1,000 in cash for each $1,000 principal amount of Notes held, together with accrued and unpaid interest to, but not including, the Maturity Date on such Notes.

(ii) Payment of Interest . Each Note will accrue interest at a rate equal to 4.125% per annum from the most recent date to which interest has been paid or duly provided for, or, if no interest has been paid or duly provided for, the Issue Date (or such other date provided for in Section 2.01(b) with respect to Notes issued in accordance with such Section) until, subject to the provisions of clause (d) of this Section 2.04, the date the principal amount of such Note is paid or deemed paid, as the case may be, pursuant to clause (i) of this Section 2.04(a) or any of Sections 3.05, 10.03 or 11.06 hereof.

Interest will be payable semi-annually in arrears on [ ] 14 and [ ] 15 of each year (each, an “Interest Payment Date”), beginning [ ] 16 (or such other date provided for in Section 2.01(b) with respect to Notes issued in accordance with such Section), to the Holder of each such Note as of the Close of Business on the [ ] 17 and [ ] 18 , as the case may be, immediately preceding the applicable Interest Payment Date (each such date, a “Regular Record Date”), regardless of whether such Note is converted, repurchased or redeemed after such Regular Record Date. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months and, for partial months, on the basis of the number of days actually elapsed in a 30-day month.

(iii) Method of Payment . The Company will pay the principal of, the Fundamental Change Repurchase Price or the Redemption Price for, and the interest on, any Global Note to the Depositary by wire transfer of immediately available funds on the relevant payment date.

The Company will pay the principal of, the Fundamental Change Repurchase Price or Redemption Price for, and any interest due on the Maturity Date on, any Definitive Note in cash to the applicable Holder of such Note at the office of the Paying Agent on the relevant payment

13	To be the five year anniversary of the first day of the calendar month immediately following the month in which this Indenture is executed.

14	To be the day and month six months immediately following the day and month on which the Maturity Date falls.

15	To be the day and month on which the Maturity Date falls.

16	To be the first possible Interest Payment Date that is at least six months following the date of this Indenture.

17	To be the 15 th calendar day of the month immediately preceding the first Interest Payment Date specified earlier in this sentence.

18	To be the 15 th calendar day of the month immediately preceding the second Interest Payment Date specified earlier in this sentence.

date. The Company will pay interest due, on an Interest Payment Date, on any Definitive Note (except interest due on the Maturity Date) to the applicable Holder of such Note (i) if such Holder holds $5,000,000 or less aggregate principal amount of Notes, by check mailed to such Holder’s registered address, and (ii) if such Holder holds more than $5,000,000 aggregate principal amount of Notes, (A) by check mailed to such Holder’s registered address or (B) if such Holder delivers, not later than the Regular Record Date relating to such Interest Payment Date, a written request to the Registrar that the Company make such payments by wire transfer to an account of such Holder within the United States, by wire transfer of immediately available funds to such account, which request shall remain in effect until such Holder notifies, in writing, the Registrar to the contrary.

(b) Interest Rights Preserved . Subject to the provisions of Section 2.04(d) hereof, and, to the extent applicable, Sections 2.09 and 2.11 hereof, each Note delivered under this Indenture upon registration of transfer of, or in exchange for, or in lieu of, any other Note will carry any rights to the payment and accrual of interest that were carried by the relevant surrendered Note, Notes, or portion(s) thereof.

(c) Additional Interest; Extension Fee. Pursuant to Section 4.04 hereof, in certain circumstances, Additional Interest will accrue on the Notes. Pursuant to Section 6.04 hereof, in certain circumstances, the Company may, at its election, be obligated to pay Holders the Extension Fee. Unless the context requires otherwise, all references in this Indenture to interest on the Notes will include such Additional Interest and Extension Fee, but will not include any Default Interest payable pursuant to Section 2.04(d) hereof.

(d) Defaulted Amounts . Whenever any amount payable on a Note (including, the principal of, the Fundamental Change Repurchase Price or Redemption Price for, and interest on, such Note) has become due and payable, but the Company fails to punctually pay or duly provide for such amount (any such amount, a “Defaulted Amount”), such Defaulted Amount will forthwith cease to be payable to the Holder of such Note on the relevant payment date by virtue of its having been due such payment on such payment date, but will instead, to the extent permitted under applicable law, accrue interest (“Default Interest”) at a rate equal to 4.125% per annum from, and including, such payment date and to, but excluding, the date on which such Defaulted Amount is paid by the Company in accordance with either clause (i) or (ii) below.

(i) The Company may elect to pay any Defaulted Amount and Default Interest on such Defaulted Amount to the Persons in whose names the Notes (or their respective predecessor Notes) are registered at the Close of Business on a special record date for the payment of such Defaulted Amount and Default Interest (a “Special Regular Record Date”) fixed in accordance with the following procedures:

(1) At least 30 days before the date on which the Company proposes to pay such Defaulted Amounts and Default Interest thereon, the Company will deliver to the Trustee written notice of (I) the proposed payment date for such Defaulted Amounts and Default Interest thereon and (II) the aggregate amount of such Defaulted Amounts and Default Interest thereon.

(2) Simultaneously with delivering such notice to the Trustee, the Company will either (I) deposit with the Trustee an amount of money, in immediately available funds, equal to the aggregate amount of such Defaulted Amounts and Default Interest thereon, or (II) take other actions that the Trustee deems reasonably satisfactory to ensure that an amount of money, in immediately available funds, equal to the aggregate of such Defaulted Amounts and Default Interest thereon will be deposited with the Trustee by 11:00 a.m., New York City time, on the day that is five Business Days prior to the proposed payment date, and in either case, upon receipt of such money, the Trustee will hold such money in trust for the benefit of the Persons entitled to such Defaulted Amounts and Default Interest pursuant to this Section 2.04(d)(i).

(3) Upon (i) receipt of such notice and (ii) the Company’s depositing such money or taking such other actions reasonably satisfactory to the Trustee, the Company will promptly fix a Special Regular Record Date for the payment of such Defaulted Amounts and Default Interest thereon, which Special Regular Record Date will be not more than 15 calendar days and not less than 10 days prior to the proposed payment date, and notify the Trustee of the Special Regular Record Date. The Trustee will then, in the name and at the expense of the Company, deliver notice to each Holder specifying such Special Regular Record Date and the date on which such Defaulted Amounts and Default Interest thereon will be paid by the Company.

(4) After such notice has been delivered by the Trustee, such Defaulted Amounts and Default Interest thereon will be paid to the Persons in whose names the Notes (or their respective predecessor Notes) are registered at the Close of Business on the Special Regular Record Date specified in such notice and such Defaulted Amounts and Default Interest thereon will no longer be payable pursuant to the following clause (ii) of this Section 2.04(d)(i).

(ii) The Company may pay any Defaulted Amounts and Default Interest on such Defaulted Amounts in any other lawful manner that is not inconsistent with the requirements of any securities exchange or automated quotation system on which the Notes are then listed (or, if applicable, have been approved for listing) or designated for issuance, and upon such notice as may be required by such exchange or automated quotation system, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment will be deemed practicable by the Trustee.

Section 2.05 Execution and Authentication .

(a) In General . A Note will be valid only if executed by the Company and authenticated by the Trustee.

(b) Execution . A Note will be deemed to have been executed by the Company when an Officer signs such Note on behalf of the Company. The Officer’s signature may be manual or facsimile, and the validity of such Officer’s signature will not turn on whether such signatory remains an Officer at the time the Trustee authenticates such Note.

(c) Authentication . A Note will be deemed authenticated when an authorized signatory of the Trustee manually signs the certificate of authentication on such Note. An authorized signatory of the Trustee will manually sign the certificate of authentication on a Note only if (i) the Company delivers such Note to the Trustee, (ii) such Note is validly executed by the Company in accordance with Section 2.05(b) hereof, and (iii) the Company delivers, before or with such Note, a Company Order setting forth (A) a request that the Trustee authenticate such Note; (B) the principal amount of such Note; (C) the name of the Holder of such Note, (D) the date on which such Note is to be authenticated; and (E) any insertions, omissions or other variations, notations, legends or endorsements permitted under Section 2.02 hereof and applicable to such Note. If the Company Order also specifies that the Trustee must deliver such Note to the Holder or the Depositary, the Trustee will promptly deliver such Note in accordance with such Company Order.

The Trustee may appoint an authenticating agent. If the Trustee appoints an authenticating agent and such authenticating agent is reasonably acceptable to the Company, such authenticating agent may authenticate a Note whenever the Trustee may authenticate such Note. For purposes of this provision, each reference in this Indenture to authentication by the Trustee will be deemed to include authentication by an authenticating agent, and an authenticating agent will have the same rights to deal with the Company as the Trustee would have if it were performing the duties that the authentication agent was validly appointed to undertake.

Section 2.06 Registrar, Paying Agent and Conversion Agent .

(a) General . The Company will maintain an office or agency in the continental United States where Notes may be presented for registration of transfer or for exchange (the “Registrar”), an office or agency where the Notes may be presented for payment, repurchase or redemption (the “Paying Agent”), an office or agency where the Notes may be presented for conversion (the “Conversion Agent”) and an office or agency where notices and demands to, or upon, the Company with respect to the Notes and this Indenture may be served.

The Registrar will keep a register for the recordation of, and will record, the names and addresses of Holders, the Notes held by each Holder and the transfer, exchange, repurchase, redemption and conversion of Notes (the “Register”). Absent manifest error, the entries in the Register will be conclusive and the parties may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Holder hereunder for all purposes of this Indenture. The Register will be in written form or in any form capable of being converted into written form within a reasonably prompt period of time.

The Company may have one or more registrars, one or more paying agents, one or more conversion agents and one or more places where notices and demands to, or upon, the Company with respect to the Notes and this Indenture may be served. Before appointing any Registrar, Paying Agent or Conversion Agent that is not otherwise a party to this agreement, the Company will enter into an appropriate agency agreement with such Registrar, Paying Agent or Conversion Agent, as the case may be, which agency agreement will implement the provisions of this Indenture that relate to such replacement or additional registrar, paying agent or conversion agent, as the case may be. The term Registrar includes any additional registrars named pursuant

to this Indenture. The term Paying Agent includes any additional paying agent named pursuant to this Indenture. The term Conversion Agent includes any additional conversion agent named pursuant to this Indenture. Upon the occurrence of any Event of Default under Section 6.01(a)(ix) or 6.01(a)(x) with respect to the Company, the Trustee shall be the Paying Agent.

(b) Initial Designations . The Company initially appoints the Trustee as each of the Registrar, the Paying Agent, Conversion Agent, and the Notes initially may be presented for registration of transfer or for exchange, payment, repurchase, redemption and conversion to the Trustee, in its capacity as the Registrar, Paying Agent or Conversion Agent, as the case may be, at the Corporate Trust Office. Notices and demands to, or upon, the Company with respect to the Notes and this Indenture may be served at the Corporate Trust Office.

(c) Removal, Resignation and Replacement . The Company may remove any Registrar, Paying Agent or Conversion Agent by delivering written notice to the Trustee and to such Registrar, Paying Agent or Conversion Agent; provided , however , that no such removal will become effective unless (i) after such removal, at least one Registrar, Paying Agent and Conversion Agent will remain, (ii) a successor has accepted appointment as Registrar, Paying Agent or Conversion Agent, as the case may be, the Company and such successor have entered into an agency agreement in accordance with Section 2.06(a) hereof, and the Company has delivered written notice of such appointment and a copy of such agency agreement to the Trustee, or (iii) the Company has delivered written notice to the Trustee that the Trustee will serve as the successor Registrar, Paying Agent or Conversion Agent, as the case may be, in accordance with Section 2.06(d) hereof; and provided , further , that the right to effect any such change or removal in no way relieves the Company of its obligation to maintain a Registrar, Paying Agent and Conversion Agent in the continental United States. The Company may also change the place where notices and demands to, or upon, the Company with respect to the Notes and this Indenture may be served, or reduce the number of such places; provided , however , that the right to effect any such change or reduction in no way relieves the Company of its obligation to maintain a place in the continental United States where notices and demands to, or upon, the Company with respect to the Notes and this Indenture may be served.

In addition, the Registrar, Paying Agent or Conversion Agent may resign at any time by delivering written notice of such resignation to each of the Company and the Trustee. If, after any such resignation, at least one Registrar, Paying Agent and Conversion Agent does not remain, the Trustee will immediately be deemed to serve such empty office or agency in accordance with Section 2.06(d) hereof.

(d) Failure to Maintain an Office or Agency . If the Company fails to maintain in the continental United States, a Registrar, Paying Agent, Conversion Agent or place where notices and demands to, or upon, the Company with respect to the Notes and this Indenture may be served, the Trustee will act as the Registrar, Paying Agent, Conversion Agent, or place, as the case may be, and the office where the Notes may be presented for registration of transfer or for exchange, presented for payment, repurchase or redemption or surrendered for conversion, or place where notices and demands to, or upon, the Company with respect to the Notes and this

Indenture may be served, as the case may be, will be the Corporate Trust Office. In each such case, the Trustee will be entitled to compensation for such action pursuant to Section 7.06 hereof.

(e) Notices . Promptly upon the effectiveness of any removal or appointment of a Registrar, Paying Agent or Conversion Agent, or upon any change in the location of the office of any Registrar, Paying Agent or Conversion Agent, or of the place where notices and demands to, or upon, the Company with respect to the Notes and this Indenture may be served, the Company will deliver to each Holder notice of such removal, appointment or change in location, as the case may be, which notice will include a brief description of the removal, appointment or change in location, as the case may be, and list the name and address of each continuing (and newly appointed, if applicable) Registrar, Paying Agent and Conversion Agent and place where notices and demands to, or upon, the Company with respect to the Notes and this Indenture may be served.

Section 2.07 Money and Securities Held in Trust .

Except as otherwise provided herein, by no later than 11:00 a.m., New York City time, on each due date for a payment on any Note, the Company will deposit with the Paying Agent an amount of money in immediately available funds, if deposited on the due date sufficient to make such payment when due.

The Company will require that each Paying Agent (other than the Trustee, if the Trustee is a Paying Agent) agree in writing that it will (i) segregate all money and securities it holds for making payments with respect to the Notes; (ii) hold such money and securities in trust for the benefit of Holders; and (iii) notify the Trustee, in writing, as promptly as practicable, if the Company defaults in making any payment on the Notes.

If any such default has occurred and is continuing, the Paying Agent will, upon receiving a written request from the Trustee, forthwith pay to the Trustee all of the money and securities it holds in trust. In addition, at any time, the Company may require a Paying Agent to pay all money and securities that it holds for making payments with respect to the Notes to the Trustee and to account for any money and securities it has disbursed. After delivering all of such money and securities to the Trustee pursuant to this Section 2.07, the Paying Agent (in its capacity as such) will have no further liability for such money and securities.

Section 2.08 Holder Lists .

The Trustee will preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders. If the Trustee is not the Registrar, the Company will furnish to the Trustee, (i) within five Business Days after each Regular Record Date, a list of the names and addresses of Holders as of such Regular Record Date, and (ii) at such other times as the Trustee may request in writing, within 30 days after receipt by the Company of such request, a list of the names and addresses of Holders as of no more than 15 days immediately prior to the date such list is furnished, in each case, in such form as the Trustee may reasonably require.

Section 2.09 Transfer and Exchange .

(a) Provisions Applicable to All Transfers and Exchanges .

(i) Subject to the restrictions set forth in this Section 2.09, Definitive Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and each such transfer or exchange will be noted by the Registrar in the Register.

(ii) All Notes issued upon any registration of transfer or exchange in accordance with this Indenture will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange.

(iii) No service charge will be imposed on any Holder of a Definitive Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the Company, the Trustee or the Registrar may require such Holder or owner of a beneficial interest to pay a sum sufficient to cover any transfer tax, assessment or other governmental charge imposed in connection with such registration of transfer or exchange.

(iv) Unless the Company specifies otherwise, none of the Company, the Trustee, the Registrar or any co-registrar will be required to exchange or register a transfer of any Note (i) surrendered for conversion, except to the extent that any portion of such Note has not been surrendered for conversion, (ii) subject to a Fundamental Change Repurchase Notice validly delivered pursuant to Section 3.03 hereof, except to the extent any portion of such Note is not subject to a Fundamental Change Repurchase Notice or the Company fails to pay the applicable Fundamental Change Repurchase Price when due, or (iii) after the Company has delivered a Redemption Notice pursuant to Section 11.03 hereof, except to the extent the Company fails to pay the applicable Redemption Price when due.

(v) The Trustee will have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on Transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

(vi) No Definitive Notes may be exchanged for, or transferred with the Holder taking delivery in the form of, Global Notes unless and until the transfer restrictions described in Section 2.10 and in the restrictive legend on the face of such Definitive Notes no longer applies to such Definitive Notes.

(b) In General; Transfer and Exchange of Beneficial Interests in Global Notes . So long as the Notes are eligible for book-entry settlement with the Depositary (unless otherwise required by law and except to the extent required by Section 2.09(c) hereof):

(i) every transfer and exchange of a beneficial interest in a Global Note will be effected through the Depositary in accordance with the Applicable Procedures and the provisions of this Indenture (including the restrictions on Transfer set forth in Section 2.10 hereof); and

(ii) each Global Note may be transferred only as a whole and only (A) by the Depositary to a nominee of the Depositary, (B) by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or (C) by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

(i) Notwithstanding any other provision of this Indenture, each Global Note will be exchanged for Definitive Notes if the Depositary delivers notice to the Company that:

(1) the Depositary is unwilling or unable to continue to act as Depositary; or

(2) the Depositary is no longer registered as a clearing agency under the Exchange Act,

and, in each case, the Company promptly delivers a copy of such notice to the Trustee and the Company fails to appoint a successor Depositary within 90 days after receiving notice from the Depositary.

In each such case, (1) each Global Note will be deemed surrendered to the Trustee for cancellation, (2) the Trustee will promptly cancel each such Global Note in accordance with the Applicable Procedures, (3) the Company, (x) in accordance with Section 2.05 hereof, will promptly execute, for each beneficial interest in each Global Note so cancelled, an aggregate principal amount of Definitive Notes equal to the aggregate principal amount of such beneficial interest, registered in such name and authorized denominations as the Depositary specifies, and bearing such legends as such Definitive Notes are required to bear under Section 2.02 and Section 2.10 hereof, and, (y) as provided in Section 2.05(c) hereof, will promptly deliver to the Trustee such Definitive Notes and a Company Order including the information specified in Section 2.05(c) hereof with respect to such Definitive Notes, and (4) the Trustee, upon receipt of such Definitive Notes and such Company Order, in accordance with Section 2.05 hereof, will promptly authenticate, and deliver to the Holder specified in such Company Order, such Definitive Notes.

(ii) In addition:

(1) if an Event of Default has occurred and is continuing, any owner of a beneficial interest in a Global Note may exchange such beneficial interest for Definitive Notes by delivering a written request to the Company, the Registrar and the Trustee; or

(2) at any time, the Company may, in its sole discretion, at the request of the owner of a beneficial interest in a Global Note, permit the exchange of such owner’s beneficial interest, by delivering a written request to the Registrar, the Trustee and the owner of such beneficial interest.

In each case, (1) upon receipt of such request, the Registrar will promptly deliver written notice of such request to the Company and the Trustee, which notice must identify the owner of the beneficial interest to be exchanged, the aggregate principal amount of such beneficial interest and the CUSIP number of the relevant Global Note; (2) the Trustee, upon receipt of such notice, will promptly cause the aggregate principal amount of such Global Note to be reduced by the aggregate principal amount of the beneficial interest to be so exchanged in accordance with the Applicable Procedures, (3) the Company (x) in accordance with Section 2.05 hereof, will promptly execute, for such beneficial interest, a Definitive Note having aggregate principal amount equal to the aggregate principal amount of such beneficial interest, registered in the name of the owner specified in the notice delivered by the Registrar, and bearing such legends as such Definitive Note is required to bear under Sections 2.02 and 2.10 hereof, and, (y) as provided in Section 2.05(c) hereof, will promptly deliver to the Trustee such Definitive Note and a Company Order including the information specified in Section 2.05(c) hereof with respect to such Definitive Note, and (4) the Trustee, upon receipt of such Definitive Note and such Company Order, will promptly, in accordance with Section 2.05 hereof, authenticate, and deliver to the Holder specified in such Company Order, such Definitive Note. If, after such exchange, all of the beneficial interests in a Global Note have been exchanged for Definitive Notes, such Global Note will be deemed surrendered to the Trustee for cancellation, and the Trustee will cause such Global Note to be cancelled in accordance with the Applicable Procedures.

(d) Transfer and Exchange of Definitive Notes . As of the Issue Date, all Notes will be represented by one or more Definitive Notes. A Holder may:

(i) transfer a Definitive Note by: (A) surrendering such Definitive Note for registration of transfer to the Registrar, together with any endorsements or instruments of transfer reasonably required by any of the Company, the Trustee and the Registrar; (B) if such Definitive Note is a Restricted Note, delivering any documentation that any of the Company, the Trustee and the Registrar require to ensure that such transfer complies with Section 2.10 hereof and any applicable securities laws; and (C) satisfying any other requirements for such transfer set forth in this Section 2.09 and Section 2.10 hereof. Upon the satisfaction of conditions (A), (B) and (C), (1) the Company, (x) in accordance with Section 2.05 hereof, will promptly execute a new Definitive Note, in the name of the designated transferee, having an aggregate principal amount equal to that of the transferred Definitive Note and bearing such legends as such Definitive Note is required to bear under Sections 2.02 and 2.10 hereof, and (y) as provided in Section 2.05(c) hereof, will promptly deliver to the Trustee such Definitive Note and a Company Order including the information specified in Section 2.05(c) with respect to such Definitive Note, and (2) the Trustee, upon receipt of such Definitive Note and such Company Order, will promptly, in accordance with Section 2.05 hereof, authenticate, and deliver to the Holder specified in such Company Order, such Definitive Note.

(ii) exchange one or more Definitive Notes for one or more other Definitive Notes of any authorized denominations, and in aggregate principal amount equal to the aggregate principal amount of the one or more Definitive Notes to be exchanged, by surrendering such one or more Definitive Notes, together with any endorsements or instruments of transfer reasonably required by any of the Company, the Trustee and the Registrar, at any office or agency maintained by the Company for such purposes pursuant to Section 2.06 hereof. Whenever a Holder so surrenders one or more Definitive Notes for exchange, (1) the Company, (x) in accordance with Section 2.05 hereof, will promptly execute one or more new Definitive Notes, each in the name of such Holder, in the authorized denomination or denominations that such Holder requested (which authorized denomination or authorized denominations, as the case may be, must, in aggregate, equal the aggregate principal amount of the one or more Definitive Notes to be exchanged), and bearing a unique registration number not contemporaneously outstanding and such legends as such Definitive Note is required to bear under Sections 2.02 and 2.10 hereof, and (y) as provided in Section 2.05(c) hereof, will promptly deliver to the Trustee each such Definitive Note and a Company Order including the information specified in Section 2.05(c) with respect to each such Definitive Note, and (2) the Trustee, upon receipt of each such Definitive Note and such Company Order, will promptly, in accordance with Section 2.05 hereof, authenticate, and deliver to the Holder specified in such Company Order, each such Definitive Note.

(iii) subject to Section 2.09(a)(vi), transfer or exchange a Definitive Note for a beneficial interest in a Global Note by (A) surrendering such Definitive Note for registration of transfer or exchange, together with any endorsements or instruments of transfer reasonably required by any of the Company, the Trustee and the Registrar, at any office or agency maintained by the Company for such purposes pursuant to Section 2.06 hereof; (B) if such Definitive Note is a Restricted Note, delivering any documentation that any of the Company, the Trustee and the Registrar require to ensure that such transfer complies with Section 2.10 hereof and any applicable securities laws; (C) satisfying any other requirements for such transfer set forth in this Section 2.09 and Section 2.10 hereof; and (D) providing written instructions to the Trustee to make an adjustment in its books and records with respect to the applicable Global Note to reflect an increase in the aggregate principal amount of the Notes represented by such Global Note, which instructions will contain information regarding the Depositary account to be credited with such increase. Upon the satisfaction of conditions (A), (B), (C) and (D), the Trustee (1) will promptly cancel such Definitive Note and, (2) will promptly cause the aggregate principal amount of Notes represented by such Global Note to be increased by the aggregate principal amount of such Definitive Note, and credit, or cause to be credited, the account of the Person specified in the instructions provided by the exchanging Holder in an amount equal to the aggregate principal amount of such Definitive Note, in each case, in accordance with the Applicable Procedures. If at the time of such exchange, no Global Notes are then outstanding, the Company, (x) in accordance with Section 2.05 hereof, will promptly execute and deliver to the Trustee, a new Global Note registered in the name of the Depositary or a nominee of the Depositary, as the case may be, having the appropriate aggregate principal amount, and bearing such legends as such Global Note is required to bear under Sections 2.02 and

2.10 hereof, and (y) as provided in Section 2.05(c) hereof, will promptly deliver to the Trustee such Global Note and a Company Order including the information specified in Section 2.05(c) with respect to such Global Note, and (2) the Trustee, upon receipt of such Global Note and such Company Order, will promptly, in accordance with Section 2.05 hereof, authenticate, and deliver to the depositary, its nominee, or a custodian of the depositary or its nominee, as the case may be, such Global Note.

Section 2.10 Transfer Restrictions .

(a) Restricted Notes .

(i) General . Each Note (and every security issued in exchange therefor or substitution thereof, except any shares of Common Stock issued upon conversion thereof, which may bear the Restricted Stock Legend) that bears, or that is required under this Section 2.10 to bear, the Restricted Notes Legend will be deemed a “Restricted Note,” and will be subject to the restrictions on Transfer set forth in this Indenture (including in the Restricted Notes Legend) unless such restrictions on Transfer are eliminated or otherwise waived by written consent of the Company, and each Holder of a Restricted Note, by such Holder’s acceptance of such Restricted Note, will be deemed to be bound by the restrictions on Transfer applicable to such Note.

(ii) When Restrictions Apply . Except as provided elsewhere in this Indenture (including clause (iii) of this Section 2.10(a)), every certificate evidencing a Note (and every security issued in exchange therefor or substitution thereof, except any shares of Common Stock issued upon the conversion thereof, which may be required to bear the Restricted Stock Legend) will bear the Restricted Notes Legend unless:

(1) such Note is being Transferred to a Person (other than (x) the Company or (y) an affiliate (as defined in Rule 144) of the Company (including, for the avoidance of doubt, any Person or entity that was an affiliate of the Company during the immediately preceding three months)) pursuant to a registration statement that was effective under the Securities Act at the time of such Transfer; or

(2) such Note is being Transferred to a Person (other than (x) the Company or (y) an affiliate (as defined in Rule 144) of the Company (including, for the avoidance of doubt, any Person or entity that was an affiliate of the Company during the immediately preceding three months)) pursuant to an available exemption from the registration requirements of the Securities Act (including Rule 144) and, after such Transfer, such Note will no longer constitute a “restricted security” (within the meaning of Rule 144),

and, with respect to clause (2) of this Section 2.10(a)(ii), the Holder effecting such Transfer delivers to the Trustee, the Company and the Registrar any documents or evidence required pursuant to the Restricted Notes Legend or this Indenture (including, in the case of Definitive Notes, clause (iii) of this Section 2.10(a)).

(iii) Termination of Transfer Restrictions. Except as otherwise provided in this Indenture or as permitted under the terms of the Restricted Notes Legend, if a Holder requests that the Company remove the Restricted Notes Legend from a Definitive Note that is a Restricted Note, the Restricted Notes Legend will not be removed from such Restricted Note unless such Holder delivers, (1) to each of the Company and the Registrar a transfer certificate in the form attached as Exhibit B hereto and, (2) to each of the Company, the Registrar and the Trustee, any evidence that each of the Company, the Registrar and the Trustee, as the case may be, reasonably require, that (x) neither the Restricted Notes Legend nor the Transfer restrictions set forth therein are required to ensure that Transfers of such Restricted Note will comply with applicable law and (y) after such Transfer, such Restricted Note will not be a “restricted security” (within the meaning of Rule 144); provided , however , that, upon provision of such required transfer certificate and evidence, the Company, the Trustee and the Registrar will permit such Restricted Note to be exchanged in accordance with Section 2.09(d)(ii) hereof for one or more new Definitive Notes that do not bear the Restricted Notes Legend. In addition, upon receipt by the Trustee and the Registrar of a Company Order specifying that a Note need not bear the Restricted Notes Legend to comply with applicable law, each of the Trustee and the Registrar will permit such Note to be exchanged in accordance with Section 2.09(d)(ii) hereof for one or more new Definitive Notes that do not bear the Restricted Notes Legend.

(iv) Reinstatement of Restricted Notes Legend . If the Restricted Notes Legend is removed from the face of a Note and the Note is subsequently held by the Company, an affiliate (as defined in Rule 144) of the Company or any Person or entity that was an affiliate of the Company during the immediately preceding three months, the Restricted Notes Legend will be reinstated.

(b) Restricted Stock . If any shares of Common Stock are issued upon conversion of any Notes, then any certificate representing such shares of Common Stock will, upon such issuance, bear the Restricted Stock Legend unless:

(i) such shares of Common Stock are being issued to a Person (other than (x) the Company or (y) an affiliate (as defined in Rule 144) of the Company (including, for the avoidance of doubt, any Person or entity that was an affiliate of the Company during the immediately preceding three months)) pursuant to a registration statement that is effective under the Securities Act at the time of such issuance;

(ii) such shares of Common Stock are being issued to a Person (other than (x) the Company or (y) an affiliate (as defined in Rule 144) of the Company (including, for the avoidance of doubt, any Person or entity that was an affiliate of the Company during the immediately preceding three months)) pursuant to an available exemption from the registration requirements of the Securities Act such that, upon issuance, such shares of Common Stock will not constitute “restricted securities” (within the meaning of Rule 144); or

(iii) the Company delivers written notice to the Transfer Agent and the Registrar stating that the certificate representing such shares of Common Stock need not bear the Restricted Stock Legend to comply with applicable law.

Section 2.11 Replacement Notes .

If (a)(i) a mutilated Note is surrendered to the Registrar or (ii) the Holder of a Note claims that such Note has been lost, destroyed or stolen and provides the Company and the Trustee with (A) evidence of such loss, theft or destruction that is reasonably satisfactory to the Company and the Trustee and (B) any amount or kind of security or indemnity that either of the Company or the Trustee reasonably request to protect itself from any loss that it may suffer upon replacement of such Note, and, in either case, (b) such Holder satisfies any other reasonable requirements of the Trustee, including the payment of any tax or other governmental charge that may be imposed in connection with the replacement of such Note, then, unless the Company or the Trustee receives notice that such Note has been acquired by a bona fide purchaser, the Company will, in accordance with Section 2.05 hereof, promptly execute and deliver to the Trustee, and the Trustee, upon receipt of a Company Order, in accordance with Section 2.05 hereof, and the documents required by Sections 12.03 and 12.04 hereof, will promptly authenticate and deliver, in the name of such Holder, a replacement Note having the same aggregate principal amount as the Note that was mutilated or claimed to be lost, destroyed or stolen, bearing any restrictive legends required by Section 2.02 or 2.10 hereof and with a certificate number not contemporaneously outstanding.

Every new Note issued pursuant to this Section 2.11 in exchange for any mutilated Note, or in lieu of any destroyed, lost or stolen Note, will constitute an original contractual obligation of the Company and any other obligor upon the Notes, regardless of whether the mutilated, destroyed, lost or stolen Note will be at any time enforceable by anyone, and will be entitled to all benefits of (and will be subject to all the limitations set forth in) this Indenture equally and proportionately with any and all other Notes duly issued hereunder.

Section 2.12 Temporary Notes . Until new Definitive Notes are ready for delivery, the Company may execute and the Trustee or an authenticating agent appointed by the Trustee will, upon written request of the Company, authenticate and deliver temporary Notes (printed or lithographed) (“Temporary Notes”). Temporary Notes will be issuable in any authorized denomination, and substantially in the form of Definitive Notes, but with such omissions, insertions and variations as may be appropriate for Temporary Notes, all as may be determined by the Company. Every such Temporary Note will be executed by the Company and authenticated by the Trustee or such authenticating agent upon the same conditions and in substantially the same manner, and with the same effect, as the Definitive Notes. Without unreasonable delay the Company will prepare, execute and deliver to the Trustee or such authenticating agent Definitive Notes (other than any Global Note) and thereupon any or all Temporary Notes (other than any Global Note) may be surrendered in exchange therefor, at each office or agency maintained by the Company pursuant to Section 2.06 hereof and the Trustee or such authenticating agent will authenticate and deliver in exchange for such Temporary Notes Definitive Notes having an aggregate principal amount equal to such Temporary Notes. Such exchange will be made by the Company at its own expense and without any charge therefor.

Until so exchanged, the Temporary Notes will, in all respects, be entitled to the same benefits and subject to the same limitations under this Indenture as Definitive Notes authenticated and delivered hereunder.

Section 2.13 Cancellation . At any time, the Company may deliver Notes to the Trustee for cancellation. Whenever any Note is surrendered to the Registrar, Conversion Agent or Paying Agent for registration of transfer, exchange, conversion, repurchase, redemption or payment, the Registrar, Conversion Agent or Paying Agent, as the case may be, will promptly forward such Note to the Trustee. Upon receipt of any such Note, the Trustee, in its customary manner, will promptly cancel and dispose of such Note. The Company may not issue new Notes to replace Notes that it has repurchased, redeemed, paid or delivered to the Trustee for cancellation or that a Holder has converted pursuant to Article 10 hereof.

Section 2.14 Outstanding Notes . At any time, Notes outstanding are limited to all Notes authenticated by the Trustee except (i) those cancelled by it, (ii) those delivered to it for cancellation and (iii) those deemed not outstanding under Sections 3.05, 10.02 and 11.06 hereof and clauses (a) and (b) of this Section 2.14.

(a) If a Note is replaced pursuant to Section 2.11 hereof, such Note will cease to be outstanding at the time of its replacement unless the Trustee and the Company receive proof satisfactory to them that such Note is held by a bona fide purchaser.

(b) In addition, if the Company, any other obligor or an Affiliate of the Company (other than [ ]) or an Affiliate of such other obligor (other than [ ]) holds a Note, such Note will be disregarded and deemed not to be outstanding for purposes of determining whether the Holders of the requisite aggregate principal amount of Notes have given or concurred in any request, demand, authorization, direction, notice, consent, waiver or other action hereunder. Subject to the foregoing, only Notes outstanding at the time of any such determination will be considered in such determination (including determinations pursuant to Article 6 and Article 9 hereof).

(c) In determining whether the Trustee shall be protected in relying upon any request, demand, authorization, direction, notice, consent or waiver from the Holders, only Notes which a Trust Officer assigned to the Corporate Trust Department of the Trustee knows to be owned by the Company or any other obligor upon the Notes or any Affiliate of the Company or such other obligor (in each case, other than [ ]) shall be so disregarded. Notes so owned which have been pledged in good faith may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right to act as owner with respect to such Notes and that the pledgee is not the Company or any other obligor upon the Notes or any Affiliate of the Company or such other obligor.

Section 2.15 Persons Deemed Owners . Prior to due presentment of a Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Note is registered in the Register as the owner of such Note for the purpose of receiving the payment of the principal, Fundamental Change Repurchase Price or Redemption Price of, and interest, if any, on, such Note, for the purpose of conversion of such Note and for all other purposes whatsoever with respect to such Note, and none of the

Company, the Trustee or any agent of the Company or the Trustee will be affected by any notice to the contrary.

Section 2.16 Repurchases . The Company may, from time to time, repurchase Notes in open market purchases or in negotiated transactions without delivering prior notice to Holders.

Section 2.17 CUSIPs .

(a) Whenever “CUSIP” and “ISIN” numbers are generally in use, the Company will use CUSIP and ISIN numbers with respect to the Notes, which CUSIP and ISIN numbers (i) for Restricted Notes, will be restricted numbers, and (ii) for Notes that are not Restricted Notes, will be unrestricted numbers. Whenever the Company uses CUSIP and ISIN numbers, the Trustee will also use CUSIP and ISIN numbers in each notice it delivers to the Holders; provided , that neither the Company nor the Trustee will be responsible for any defect in any CUSIP or ISIN number that appears on any Note, check, advice of payment or notice, including any notice delivered pursuant to Section 11.03. The Company will promptly notify the Trustee in writing in the event of any change in the CUSIP or ISIN numbers.

(b) In addition, if, when any shares of Common Stock are issued upon conversion of a Note, CUSIP and ISIN numbers are generally in use, the Company will use CUSIP and ISIN numbers with respect to such shares of Common Stock, which CUSIP and ISIN numbers (i) for shares of Common Stock to which the restrictions on Transfer set forth in the Restricted Stock Legend apply, will be restricted numbers, and (ii) for shares of Common Stock to which the restrictions on Transfer set forth in the Restricted Stock Legend do not apply, will be unrestricted numbers.

(c) Whenever any of the CUSIP or ISIN numbers with respect to the Notes or the shares of Common Stock issuable upon conversion of the Notes change, cease to be used, or begin to be used, the Company will deliver prompt written notice of such change, cessation, or beginning to each of the Trustee and the Holders.

ARTICLE III

REPURCHASE AT THE OPTION OF THE HOLDER

Section 3.01 Fundamental Change Permits Holders to Require the Company to Repurchase the Notes .

(a) General . If a Fundamental Change occurs at any time prior to the Maturity Date, each Holder will have the right to require the Company to repurchase all of its Notes or any portion of its Notes in principal amount equal to $1,000 or an integral multiple of $1,000 in excess thereof on the Fundamental Change Repurchase Date for such Fundamental Change for an amount of cash equal to the Fundamental Change Repurchase Price for such Fundamental Change Repurchase Date and such Notes.

(b) Fundamental Change Repurchase Price . The “Fundamental Change Repurchase Price” means, for any Notes to be repurchased on any Fundamental Change

Repurchase Date, a price equal to 100% of the principal amount of such Notes, plus accrued and unpaid interest, if any, on such Notes to, but excluding, such Fundamental Change Repurchase Date; provided , however , that if a Fundamental Change Repurchase Date occurs after a Regular Record Date, but on or prior to the Interest Payment Date corresponding to such Regular Record Date, the Company will pay the accrued and unpaid interest on such Notes, on such Interest Payment Date, to the Holder of such Notes as of the Close of Business on such Regular Record Date, and the Fundamental Change Repurchase Price shall not include such accrued and unpaid interest.

(c) Fundamental Change Repurchase Date . The “Fundamental Change Repurchase Date” means, for any Fundamental Change, the date specified by the Company in the Fundamental Change Notice for such Fundamental Change, which date will be not less than 20 Business Days, nor more than 35 Business Days, immediately following the Fundamental Change Notice Date for such Fundamental Change, subject to extension to comply with applicable law.

Section 3.02 Fundamental Change Notice .

(a) General . On or before the 10th calendar day immediately following the effective date of a Fundamental Change, the Company will deliver to each Holder (and to any beneficial owners of a Global Note, as required by applicable law), the Trustee and the Paying Agent written notice of such Fundamental Change and the resulting repurchase right (the “Fundamental Change Notice,” and the date of such mailing, the “Fundamental Change Notice Date”). Simultaneously with mailing any Fundamental Change Notice to the Holders, the Trustee and the Paying Agent, the Company will publish a notice containing the same information as the Fundamental Change Notice in a newspaper of general circulation in The City of New York and on its website or through such other public medium as the Company may use at such time.

For any Fundamental Change, the Fundamental Change Notice corresponding to such Fundamental Change will specify:

(i) briefly, the events causing such Fundamental Change;

(ii) the effective date of such Fundamental Change;

(iii) the last date on which a Holder may exercise its right to require the Company to repurchase its Notes as a result of such Fundamental Change under this Article 3;

(iv) the procedures that a Holder must follow to require the Company to repurchase a Note;

(v) the Fundamental Change Repurchase Price for each $1,000 principal amount of Notes for such Fundamental Change;

(vi) the Fundamental Change Repurchase Date for such Fundamental Change;

(vii) that the Fundamental Change Repurchase Price for any Note for which a Fundamental Change Repurchase Notice has been duly tendered and not validly withdrawn will be paid on the later of the Fundamental Change Repurchase Date and the time such Note is surrendered for repurchase;

(viii) the name and address of the Paying Agent and of the Conversion Agent;

(ix) the Conversion Rate in effect on the Fundamental Change Notice Date for such Fundamental Change;

(x) if applicable, any adjustments that will be made to the Conversion Rate as a result of such Fundamental Change, including, if applicable, any Additional Shares by which the Conversion Rate will be increased pursuant to Section 10.07 hereof for a Holder that converts a Note “in connection with” such Fundamental Change;

(xi) that any Notes with respect to which a Fundamental Change Repurchase Notice has been delivered by a Holder may be converted only if such Holder withdraws such Fundamental Change Repurchase Notice in accordance with the terms of this Indenture or to the extent any portion of such Notes are not subject to such Fundamental Change Repurchase Notice;

(xii) the procedures for withdrawing a Fundamental Change Repurchase Notice;

(xiii) that if a Note or portion of a Note is subject to a validly delivered Fundamental Change Repurchase Notice, unless the Company defaults in paying the Fundamental Change Repurchase Price for such Note or portion of a Note, interest, if any, on such Note or portion of a Note will cease to accrue on and after the Fundamental Change Repurchase Date; and

(xiv) the CUSIP and ISIN number(s) of the Notes.

(b) Failure or Defect . Notwithstanding anything provided elsewhere in this Indenture, neither the failure of the Company to deliver a Fundamental Change Notice nor a defect in a Fundamental Change Notice delivered by the Company will limit the repurchase rights of any Holder under this Article 3 or impair or otherwise affect the validity of any proceedings relating to the repurchase of any Note pursuant to this Article 3.

Section 3.03 Fundamental Change Repurchase Notice .

(a) General . To exercise its repurchase rights under Section 3.01(a) hereof with respect to any Notes pursuant to a Fundamental Change, the Holder thereof must deliver to the Paying Agent, by the Close of Business on the Business Day immediately preceding the Fundamental Change Repurchase Date, subject to extension to comply with applicable law:

(i) a duly completed “Fundamental Change Repurchase Notice,” substantially in the form set forth in Exhibit A hereto (a “Fundamental Change Repurchase Notice”) setting forth that such Holder is tendering such Notes for repurchase; and

(ii) such Notes (A) by book-entry transfer if such Notes are Global Notes, or (B) by physical delivery, if such Notes are Definitive Notes, in each case, together with any endorsements or other documents reasonably requested by the Paying Agent, the Trustee or the Company.

(b) Contents of Fundamental Change Repurchase Notice . The Fundamental Change Repurchase Notice for any Note must state:

(i) if such Note is to be repurchased in part, the principal amount of such Note to be repurchased, which principal amount must equal $1,000 or an integral multiple of $1,000 in excess thereof;

(ii) that such Note will be repurchased by the Company pursuant to the provisions of this Article 3 hereof; and

(iii) if such Note is a Definitive Note, the certificate number of such Note.

(c) If the Notes to be repurchased are Global Notes, the Fundamental Change Repurchase Notice for such Notes must comply with the Applicable Procedures.

(d) Notice to Company . If any Holder validly delivers to the Paying Agent a Fundamental Change Repurchase Notice with respect to a Note or any portion of a Note, the Paying Agent will promptly deliver to the Company a copy of such Fundamental Change Repurchase Notice.

(e) Effect of Improper Notice . Unless and until the Paying Agent receives a validly endorsed and delivered Fundamental Change Repurchase Notice with respect to a Note, together with such Note, in a form that conforms in all material aspects with the description contained in such Fundamental Change Repurchase Notice, the Holder submitting the Notes will not be entitled to receive the Fundamental Change Repurchase Price for such Note.

Section 3.04 Withdrawal of Fundamental Change Repurchase Notice .

(a) General . After a Holder delivers a Fundamental Change Repurchase Notice with respect to a Note, such Holder may withdraw such Fundamental Change Repurchase Notice with respect to such Note or any portion of such Note in principal amount equal to $1,000 or an integral multiple of $1,000 in excess thereof by delivering to the Paying Agent a written notice of withdrawal prior to the Close of Business on the Business Day immediately preceding the Fundamental Change Repurchase Date, subject to extension to comply with applicable law.

Any such withdrawal notice must state:

(i) the principal amount of the Notes with respect to which such notice of withdrawal pertains, which must equal $1,000 or an integral multiple of $1,000 in excess thereof;

(ii) the principal amount of the Notes that remains subject to the original Fundamental Change Repurchase Notice, which portion must have a principal amount equal to $1,000 or an integral multiple of $1,000 in excess thereof; and

(iii) if the Notes subject to such Fundamental Change Repurchase Notice were Definitive Notes, the certificate numbers of the Notes to be withdrawn and the Notes that will remain subject to the Fundamental Change Repurchase Notice.

If the Notes to be withdrawn are Global Notes, a Holder must deliver its notice of withdrawal in compliance with the Applicable Procedures.

(b) Return of Note . Upon receipt of a validly delivered withdrawal notice, the Paying Agent will promptly (i) if such notice pertains to a Definitive Note or a portion of a Definitive Note, return such Note or portion of a Note to such Holder, in the amount specified in such withdrawal notice; and, (ii) if such notice pertains to a beneficial interest in a Global Note, in compliance with the Applicable Procedures, deem to be cancelled any instructions for book-entry transfer of such beneficial interest, in the amount specified in such withdrawal notice.

(c) Notice to Company . If any Holder validly delivers to the Paying Agent a notice of withdrawal with respect to a Note or any portion of a Note, the Paying Agent will promptly deliver to the Company a copy of such notice of withdrawal.

Section 3.05 Effect of Fundamental Change Repurchase Notice .

(a) General . If a Holder validly delivers to the Paying Agent a Fundamental Change Repurchase Notice (together with all necessary endorsements) with respect to a Note, such Holder may no longer convert such Note unless and until such Holder validly withdraws such Fundamental Change Repurchase Notice in accordance with Section 3.04 hereof.

(b) Timing of Payment . Upon the Paying Agent’s receipt of (i) a valid Fundamental Change Repurchase Notice (together with all necessary endorsements) and (ii) the Notes to which such Fundamental Change Repurchase Notice pertains, the Holder of the Notes to which such Fundamental Change Repurchase Notice pertains will be entitled, except to the extent such Holder has validly withdrawn such Fundamental Change Repurchase Notice in accordance with hereof, to receive the Fundamental Change Repurchase Price with respect to such Notes on the later of the following (subject to extension to comply with applicable law) (i) the Fundamental Change Repurchase Date and (ii)(A) if such Notes are Definitive Notes, the date of delivery of such Notes to the Paying Agent, duly endorsed, or (B) if such Notes are Global Notes, the date of book-entry transfer of such Notes to the Paying Agent, or, if such later date is not a Business Day, the Business Day immediately following such later date.

(c) Effect of Deposit . If, as of 11:00 a.m., New York City time, on the Fundamental Change Repurchase Date for any Fundamental Change, the Company, in

accordance with Section 3.08 hereof, has deposited with the Paying Agent money sufficient to pay the Fundamental Change Repurchase Price for every Note subject to a Fundamental Change Repurchase Notice validly delivered in accordance with Section 3.03 hereof and not validly withdrawn in accordance with Section 3.04 hereof, at the Close of Business on the Fundamental Change Repurchase Date:

(i) the Notes to be repurchased will cease to be outstanding and interest will cease to accrue on such Notes (whether or not book-entry transfer of such Notes is made or whether or not such Notes are delivered to the Paying Agent), except to the extent provided in the proviso to Section 3.01(b); and

(ii) all other rights of the Holders of such Notes with respect to such Notes (other than the right to receive payment of the Fundamental Change Repurchase Price upon delivery or transfer of such Notes and any Defaulted Amounts or Default Interest with respect to the Notes, and other than as provided in the proviso to Section 3.01(b)) will terminate.

Section 3.06 Notes Repurchased in Part . If any Definitive Note is to be repurchased only in part, the Holder must surrender such Note at the office of the Paying Agent (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder of such Note or such Holder’s attorney-in-fact, duly authorized in writing), whereupon the Company, in accordance with Section 2.05 hereof, will promptly execute, and, upon receipt of a Company Order and the documents required by Sections 12.03 and 12.04 hereof, the Trustee, in accordance with Section 2.05 hereof, will promptly authenticate and deliver, to the surrendering Holder, a new Note or Notes of any authorized denomination or denominations requested by such Holder in aggregate principal amount equal to the portion of the principal amount of the Note so surrendered which is not repurchased. If any Global Note is repurchased in part, the Company will instruct the Trustee to decrease the principal amount of such Global Note by the principal amount repurchased. Any Notes that are repurchased or owned by the Company, whether or not in connection with a Fundamental Change, will be submitted to the Trustee for cancellation and will be duly retired by the Company.

Section 3.07 Covenant to Comply With Securities Laws Upon Repurchase of Notes . In connection with any repurchase offer pursuant to a Fundamental Change Repurchase Notice under this Article 3, the Company will, to the extent applicable, (i) comply with Rule 13e-4 and any other tender offer rules under the Exchange Act that may be applicable at the time of the offer to repurchase the Notes, (ii) file the related Schedule TO (or any successor schedule, form or report) under the Exchange Act, and (iii) otherwise comply with any applicable United States federal and state securities laws so as to permit Holders to exercise their rights and obligations under Section 3.01 hereof in the time and in the manner specified in Sections 3.01 and 3.03 hereof.

Section 3.08 Deposit of Fundamental Change Repurchase Price . Prior to 11:00 a.m., New York City time, on the Fundamental Change Repurchase Date, the Company will deposit with the Trustee or with the Paying Agent (or, if the Company or a Subsidiary or an Affiliate of either of them is acting as the Paying Agent, will segregate and hold in trust as provided in

Section 2.07 hereof) an amount of immediately available funds sufficient to pay the Fundamental Change Repurchase Price of all the Notes or portions thereof that the Company is required to repurchase on such Fundamental Change Repurchase Date.

Section 3.09 Covenant Not to Repurchase Notes During a Continuing Acceleration With Respect to the Notes .

(a) General . Notwithstanding anything to the contrary in this Article 3, the Company will not purchase any Notes under this Article 3 if, as of the Fundamental Change Repurchase Date, the principal amount of the Notes has been accelerated, such acceleration has not been rescinded and such acceleration did not result from a Default that would be cured by the Company’s payment of the Fundamental Change Repurchase Price.

(b) Deemed Withdrawals . If, on any Fundamental Change Repurchase Date, (i) a Fundamental Change Repurchase Notice for a Note has been validly tendered in accordance with Section 3.03 hereof and has not been validly withdrawn in accordance with Section 3.04 hereof, and (ii) pursuant to this Section 3.09, the Company is not permitted to purchase Notes, the Paying Agent, upon receipt of written notice from the Company stating that the Company, pursuant to this Section 3.09, is not permitted to purchase Notes, will deem such Fundamental Change Repurchase Notice withdrawn.

(c) Return of Notes . If a Holder tenders a Note for purchase pursuant to this Article 3 and, on the Fundamental Change Repurchase Date, pursuant to this Section 3.09, the Company is not permitted to purchase such Note, the Paying Agent will (i) if such Note is a Definitive Note, return such Note to such Holder, and (ii) if such Note is held in book-entry form, in compliance with the Applicable Procedures, deem to be cancelled any instructions for book-entry transfer of such Note.

ARTICLE IV

COVENANTS

Section 4.01 Payment of Notes . The Company will pay or cause to be paid the principal of, Fundamental Change Repurchase Price or Redemption Price for, and any accrued and unpaid interest on, the Notes on the dates and in the manner required under this Indenture. Any principal of, Fundamental Change Repurchase Price or Redemption Price for, or interest on, a Note will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds, as of 11:00 a.m. New York City time on the due date, money deposited by the Company in immediately available funds and designated for, and sufficient to pay, such principal, Fundamental Change Repurchase Price, Redemption Price or interest then due. To the extent lawful, the Company will also pay Default Interest on any Defaulted Amounts in accordance with Section 2.04 hereof.

Section 4.02 [ Reserved ] .

Section 4.03 Reports . The Company will deliver to Holders, with a copy to the Trustee, copies of all quarterly and annual reports that the Company is required to deliver to the SEC on

Forms 10-Q and 10-K, and any other documents, information or other reports that the Company is required to file with the SEC under Sections 13 or 15(d) of the Exchange Act no later than the time that the Company is required to file such quarterly and annual reports, other documents, information or other reports with the SEC (after giving effect to any grace period provided by Rule 12b-25 under the Exchange Act). Any document filed by the Company with the SEC via the EDGAR system (or any successor thereto) will be deemed to be delivered to Holders and the Trustee at the time such document is filed via the EDGAR system (or such successor); provided , however , that the Trustee will have no responsibility whatsoever to determine whether the Company has made any filing via the EDGAR system (or any successor thereto). Notwithstanding anything to the contrary in the foregoing, nothing in this paragraph shall require the Company to deliver to any Holder or the Trustee any material for which the Company has sought and received, or is seeking and has not been denied, confidential treatment by the SEC.

Delivery of such quarterly and annual reports, and such other documents, information and other reports to the Trustee will be for informational purposes only, and the Trustee’s receipt of such will not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely conclusively on Officers’ Certificates).

Section 4.04 Additional Interest .

(a) General. If, at any time during the period beginning on, and including, the date that is six months after the Issue Date and ending on, but not including, the one year anniversary of the Issue Date, the Company fails to timely file (after giving effect to any grace period provided by Rule 12b-25) any document or report that it is required to file with the SEC pursuant to Sections 13 or 15(d) of the Exchange Act, as applicable (other than current reports on Form 8-K), the Company will pay additional interest (the “Additional Interest”) on the principal amount of then outstanding Notes. The Additional Interest will accrue from the due date of each such missed filing until the earlier of (i) the one year anniversary of the Issue Date and (ii) the date such failure to file is corrected.

Notwithstanding the foregoing, in no event will any Additional Interest that may accrue pursuant to the immediately preceding paragraph, together with any Extension Fee, accrue, in the aggregate, at a rate in excess of 0.50% per annum, regardless of the number of events or circumstances giving rise to the requirement to pay such Additional Interest and/or Extension Fee.

Additional Interest will be payable on the same dates and in the same manner as the stated interest on the Notes and will initially accrue at the rate of 0.25% per annum on the principal amount of then outstanding Notes. If the Additional Interest accrues for more than 90 consecutive days, the rate at which the Additional Interest accrues will increase to 0.50% per annum on the principal amount of then outstanding Notes beginning on the 91 st consecutive day on which it accrues and ending on the last consecutive day on which it continues to accrue.

(b) Notice to Trustee . If the Company is required to pay Additional Interest on any Note, no later than five Business Days prior to the date on which such Additional Interest is

scheduled to be paid, the Company will provide to the Trustee (and if the Trustee is not the Paying Agent, to the Paying Agent) an Officers’ Certificate, which Officers’ Certificate will state (i) that the Company is obligated to pay Additional Interest pursuant to this Section 4.04, (ii) the amount of such Additional Interest that the Company is required to pay under this Section 4.04, (iii) the amount of such Additional Interest that the Company will pay, (iv) the scheduled date on which such Additional Interest will be paid to Holders and (v) a direction that the Trustee (or, if the Trustee is not the Paying Agent, the Paying Agent) pay such Additional Interest to the extent it receives funds from the Company to do so, on the scheduled payment date for such Additional Interest. The Trustee will not have any duty or responsibility to any Holder to determine whether any Additional Interest is payable, or, if any Additional Interest is payable, the amount of such Additional Interest that is payable.

Section 4.05 Compliance Certificate .

(a) Annual Compliance Certificate . Within 90 days after the end of each fiscal year of the Company, beginning with the fiscal year ending on [ ] 19 , the Company will deliver to the Trustee an Officers’ Certificate, which Officers’ Certificate will state (i) that the Officers signing such Officers’ Certificate have supervised a review of the activities of the Company and its Subsidiaries with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture during the preceding fiscal year, and (ii) to the best knowledge of each of the Officers signing such Officers’ Certificate, (A) whether the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided under this Indenture) or, if one or more Defaults or Events of Default have occurred, what events triggered such Defaults or Events of Default and what actions the Company is taking or proposes to take with respect to such Defaults or Events of Default, and (B) whether any event has occurred and remains in existence by reason of which any payment of the principal of, the Fundamental Change Repurchase Price or the Redemption Price for, or interest on, or any delivery of any of the consideration due upon conversion of, a Note is prohibited, and, if any such event has occurred and remains in existence, a description, in reasonable detail, of such event or events and what actions the Company is taking or proposes to take with respect to such event or events.

(b) Certificate of Default or Event of Default . Within 30 days after a Default occurs, the Company will deliver to the Trustee an Officers’ Certificate describing such Default, its status and a description, in reasonable detail, of what action the Company is taking or proposes to take with respect to such Default.

Section 4.06 Restriction on Purchases by the Company . Neither the Company nor any of its Subsidiaries will purchase or otherwise acquire any Notes without canceling such Notes.

Section 4.07 [ Reserved ] .

19	To be December 31 of the year immediately following the year in which this Indenture is executed.

Section 4.08 Corporate Existence . Subject to Article 5 hereof, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect:

(a) its corporate existence, and the corporate, partnership or other existence of each of its Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Company or any such Subsidiary; provided , however , that the Company will not be required to preserve or keep in full force and effect the corporate, partnership or other existence of any of its Subsidiaries, if the Board of Directors determines that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries, taken as a whole; and

(b) the rights (charter and statutory), licenses and franchises of the Company and its Subsidiaries; provided , however , that the Company will not be required to preserve or keep in full force and effect any such right, license or franchise, or the corporate, partnership or other existence of any of its Subsidiaries, if the Board of Directors determines that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries, taken as a whole.

Section 4.09 [ Reserved ] .

Section 4.10 Stay, Extension and Usury Laws . The Company covenants that, to the extent that it may lawfully do so, it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Company, to the extent that it may lawfully do so, hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will instead suffer and permit the execution of every such power as though no such law has been enacted.

ARTICLE V

CONSOLIDATION, MERGER AND SALE OF ASSETS

Section 5.01 Company May Consolidate, Merge or Sell Its Assets Only on Certain Terms . The Company will not (1) consolidate with or merge with or into any other Person, or (2) sell, convey, transfer or lease all or substantially all of its properties and assets to another Person (any such transaction, a “Reorganization Event”), unless:

(a) either:

(i) the Company is the surviving corporation; or

(ii) the resulting, surviving or transferee Person (if other than the Company) of such Reorganization Event (the “Reorganization Successor Corporation”):

(1) is a corporation organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia; and

(2) expressly assumes, by executing and delivering a supplemental indenture to the Trustee that is reasonably satisfactory in form to the Trustee in accordance with Section 9.03 hereof, all of the obligations of the Company under the Notes and this Indenture;

(b) immediately after giving effect to such Reorganization Event, no Default will have occurred and be continuing; and

(c) prior to the effective date of such Reorganization Event, the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that:

(i) such Reorganization Event and such supplemental indenture comply with Section 5.01(a) hereof; and

(ii) all conditions precedent to such Reorganization Event provided in this Indenture have been satisfied.

Section 5.02 Successor Substituted . If any Reorganization Event occurs that complies with Sections 5.01(a)(ii) and 5.01(b) hereof, and the Company has complied with Section 5.01(c) hereof:

(a) from and after the date of such Reorganization Event, the Reorganization Successor Corporation for such Reorganization Event will succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such Reorganization Successor Corporation had been named as the Company herein; and

(b) except in the case of a Reorganization Event that is a lease of all or substantially all of the Company’s assets, the Person named as the “Company” in the first paragraph of this Indenture or any successor (other than such Reorganization Successor Corporation) that will thereafter have become such in the manner prescribed in this Article 5 will be released from its obligations under this Indenture and may be dissolved, wound up and liquidated at any time.

ARTICLE VI

DEFAULTS AND REMEDIES

Section 6.01 Events of Default .

(a) General . Each of the following events will be an “Event of Default”:

(i) the Company fails to pay the principal of the Notes (including any Fundamental Change Repurchase Price or Redemption Price) when due at maturity, upon

Redemption, repurchase upon a Fundamental Change, declaration of acceleration or otherwise;

(ii) the Company fails to pay any interest when due and such failure continues for a period of 30 days after the applicable due date;

(iii) the Company fails to give any Fundamental Change Notice, Redemption Notice or notice of a Make-Whole Fundamental Change, in each case, when due;

(iv) the Company fails to comply with its obligation to convert a Note in accordance with Article 10 hereof upon a Holder’s exercise of its conversion rights with respect to such Note, and such failure continues for a period of five (5) Business Days;

(v) the Company fails to comply with its obligations under Article 5 hereof;

(vi) the Company fails to perform or observe any of its covenants or warranties in this Indenture or in the Notes (other than a covenant or agreement specifically addressed in clauses (i) through (iv) above) and such failure continues for a period of 60 days after (A) the Company receives notice of such failure from the Trustee or (B) the Company and the Trustee receive notice of such failure from Holders of at least 25% of the aggregate principal amount of then outstanding Notes;

(vii) the default by the Company or any Significant Subsidiary with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed by the Company and/or any Significant Subsidiaries in excess of $15,000,000 in the aggregate, whether such indebtedness exists as of the Issue Date or is later created, if that default:

(1) results in such indebtedness becoming or being declared due and payable (prior to its express maturity); or

(2) constitutes a failure to pay the principal of, or interest on, such indebtedness when due and payable at its stated maturity, upon required repurchase, upon declaration or otherwise;

and, in each case, such acceleration shall not have been rescinded or annulled or such failure to pay shall not have been cured, as the case may be, within 30 days after written notice to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Notes then outstanding has been received;

(viii) a final judgment for the payment of $15,000,000 or more (excluding any amounts covered by insurance) is rendered against the Company or any of its Significant Subsidiaries, and such judgment is not discharged or stayed within 60 days

after (x) the date on which all rights to appeal such judgment have expired if no appeal has commenced, or (y) the date on which all rights to appeal have been extinguished;

(ix) the Company or any Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:

(1) commences a voluntary case;

(2) consents to the entry of an order for relief against it in an involuntary case;

(3) consents to the appointment of a Custodian of it or for any substantial part of its property;

(4) makes a general assignment for the benefit of its creditors;

(5) takes any comparable action under any foreign laws relating to insolvency; or

(6) generally is not paying its debts as they become due; or

(x) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(1) is for relief against Company or any Significant Subsidiary in an involuntary case or proceeding;

(2) appoints a Custodian of the Company or any Significant Subsidiary, or for any substantial part of the property of the Company or any Significant Subsidiary;

(3) orders the winding up or liquidation of the Company or any Significant Subsidiary; or

(4) grants any similar relief under any foreign laws;

and, in each such case, the order or decree remains unstayed and in effect for 60 days.

(b) Cause Irrelevant . Each of the events enumerated in Section 6.01(a) hereof will constitute an Event of Default whatever the cause and regardless of whether voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

Section 6.02 Acceleration .

(a) Automatic Acceleration in Certain Circumstances . If an Event of Default specified in Sections 6.01(a)(ix) or 6.01(a)(x) hereof occurs with respect to the Company, the principal amount of, and all accrued and unpaid interest, if any, on, all of the then outstanding

Notes will immediately become due and payable without any further action or notice by any party.

(b) Optional Acceleration . If any Event of Default (other than an Event of Default specified in Sections 6.01(a)(ix) or 6.01(a)(x) hereof) occurs and is continuing, the Trustee, by delivering a written notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by delivering a written notice to the Company and the Trustee, may declare the principal amount of, and all accrued and unpaid interest, if any, on all then outstanding Notes immediately due and payable, and upon such declaration, the principal amount of, and all accrued and unpaid interest, if any, on all then outstanding Notes will immediately become due and payable.

(c) Rescission of Acceleration . Notwithstanding anything to the contrary in this Indenture, the Holders of a majority of the aggregate principal amount of the then outstanding Notes may, on behalf of the Holders of all of the then outstanding Notes, rescind any acceleration of the Notes and its consequences hereunder by delivering notice to the Trustee if (i) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) all existing Events of Default (other than the nonpayment of the principal of, interest, if any, on, or the Fundamental Change Repurchase Price or the Redemption Price for, the Notes that has become due solely as a result of acceleration) have been cured or waived. No such rescission will affect any subsequent Default or impair any right consequent thereto.

Section 6.03 Other Remedies . If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, accrued and unpaid interest, if any, or payment of the Fundamental Change Repurchase Price or Redemption Price for, the Notes or to enforce the performance of any provision of the Notes or this Indenture regarding any other matter.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of the Notes in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default will not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative.

Section 6.04 Sole Remedy for Failure to Report .

(a) General . Notwithstanding anything to the contrary in the Notes or in this Indenture, the Company may elect that the sole remedy for any Event of Default specified in Section 6.01(a)(vi) hereof relating to the Company’s failure to comply with Section 4.03 hereof (a “Reporting Event of Default”) will (i) for the first 90 days after the occurrence of such a Reporting Event of Default (beginning on, and including, the date on which such a Reporting Event of Default first occurs), consist exclusively of the right to receive special interest on the notes at a rate equal to 0.25% per annum of the principal amount of such Notes then outstanding for each day during such 90-day period on which such event of default is continuing and (ii) for the period from, and including, the 91st day after the occurrence of such Reporting Event of Default to, and including, the 180th day after the occurrence of such Reporting Event of Default, consist exclusively of the right to receive special interest on the notes at a rate equal to 0.50% per

annum of the principal amount of notes then outstanding for each day during such additional 90-day period on which such event of default is continuing (such special interest, at either 0.25% or 0.50% per annum, as applicable, the (“Extension Fee”). Any Extension Fee will be payable in the same manner and on the same dates as the stated interest payable on the Notes and will accrue in addition to any Additional Interest that the Company is obligated to pay under Section 4.04 hereof.

(b) Limitation on Remedy . If (i) a Reporting Event of Default occurs and the Company elects that the sole remedy with respect to such Reporting Event of Default will be the Extension Fee and (ii) on the 181 st day immediately following, and including, the date on which such Reporting Event of Default first occurred, such Reporting Event of Default has not been cured or validly waived in accordance with Section 6.05 hereof, then the Notes will become subject to acceleration under Section 6.02(a) hereof on account of such Reporting Event of Default.

(c) Company Election Notice . To elect to pay the Extension Fee as the sole remedy for a Reporting Event of Default, the Company must deliver notice of such election to the Holders, the Paying Agent and the Trustee prior to the date on which such Reporting Event of Default first occurs. Any such notice must include a brief description of the report that the Company failed, or will fail, to file, a statement that the Company is electing to pay the Extension Fee and the date on which such Reporting Event of Default will occur.

If a Reporting Event of Default occurs and the Company fails to timely deliver such notice for such Reporting Event of Default, the Notes will be subject to acceleration under Section 6.02(a) hereof on account of such Reporting Event of Default.

(d) Other Events of Default . Notwithstanding anything to the contrary herein, if the Company elects to pay the Extension Fee with respect to any Reporting Event of Default, the Company’s election will not affect the rights of any Holder with respect to any other Event of Default, including with respect to any other Reporting Event of Default; provided , that, for the avoidance of doubt, in no event will the Company be obligated to pay the Extension Fee at a rate greater than 0.50% per annum on the principal amount of then outstanding Notes.

(e) Notwithstanding the foregoing, in no event will any Extension Fee that may accrue pursuant to this Section 6.04, together with any Additional Interest that may accrue pursuant to the first paragraph of Section 4.04(a), accrue, in the aggregate, at a rate in excess of 0.50% per annum, regardless of the number of events or circumstances giving rise to the requirement to pay such Extension Fee and/or Additional Interest.

Section 6.05 Waiver of Past Defaults . If an Event of Default described in Sections 6.01(a)(i), 6.01(a)(ii), 6.01(a)(iv) or 6.01(a)(vi) (which, in the case of Section 6.01(a)(vi) only, relates to a covenant that cannot be amended without the consent of each affected Holder) or a Default that would lead to such an Event of Default occurs and is continuing, such Event of Default or Default may be waived only with the consent of each affected Holder. Every other Event of Default or Default may be waived by the Holders of a majority of the aggregate principal amount of then outstanding Notes. Whenever any Event of Default is so waived, it will cease to exist, and whenever any Default is so waived, it will be deemed cured and any Event of

Default arising therefrom will be deemed not to occur. However, no such waiver will extend to any subsequent or other Default or Event of Default or impair any consequent right.

Section 6.06 Control by Majority . At any time, the Holders of a majority of the aggregate principal amount of then outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or for exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01 hereof, that the Trustee determines to be unduly prejudicial to the rights of a Holder or to the Trustee, or that would potentially involve the Trustee in personal liability unless the Trustee is offered indemnity or security satisfactory to it against any loss, liability or expense to the Trustee that may result from the Trustee’s instituting such proceeding as the Trustee. Prior to taking any action hereunder, the Trustee will be entitled to indemnification satisfactory to it against all losses, liabilities and expenses caused by taking or not taking such action.

Section 6.07 Limitation on Suits . Except to enforce (i) its rights to receive the principal of, the Fundamental Change Repurchase Price or the Redemption Price for, interest, if any, on, a Note, or (ii) the failure of the Company to comply with its obligations under Article 10 to convert any Note, no Holder may pursue a remedy with respect to this Indenture or the Notes unless:

(a) such Holder has previously delivered to the Trustee written notice that an Event of Default has occurred and is continuing;

(b) the Holders of at least 25% of the aggregate principal amount of then-outstanding Notes deliver to the Trustee a written request that the Trustee pursue a remedy with respect to such Event of Default;

(c) such Holder or Holders have offered and, if requested, provided, to the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or other expense of compliance with such written request;

(d) the Trustee has not complied with such written request within 60 days after receipt of such written request and offer of security or indemnity; and

(e) during such 60-day period, the Holders of a majority of the aggregate principal amount of then outstanding Notes did not deliver to the Trustee a direction inconsistent with such written request.

A Holder may not use this Indenture to prejudice the rights of any other Holder or to obtain a preference or priority over any other Holder, it being understood that the Trustee does not have any affirmative duty to ascertain whether any usage of this Indenture by a Holder is unduly prejudicial to such other Holders.

Section 6.08 Rights of Holders To Receive Payment . Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of the principal of, the Fundamental Change Repurchase Price or the Redemption Price for, accrued and unpaid interest,

if any, on, and any consideration due under Article 10 upon conversion of, its Note, on or after the respective due date, or to bring suit for the enforcement of any such payment and/or delivery on or after the respective due date, will not be impaired or affected without the consent of such Holder and will not be subject to the requirements of Section 6.07 hereof.

Section 6.09 Collection Suit by Trustee . If an Event of Default specified in Section 6.01(a)(i), 6.01(a)(ii), 6.01(a)(iii) or 6.01(a)(iv) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal of, the Fundamental Change Repurchase Price or the Redemption Price for, interest, if any, on, and the Conversion Consideration, if any, due upon conversion of, the Notes, and, to the extent lawful, any Default Interest on any Defaulted Amounts, and such further amount as is sufficient to cover the costs and expenses of collection provided for under Section 7.06 hereof.

Section 6.10 Trustee May File Proofs of Claim . The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable to have the claims of the Trustee and the Holders allowed in any judicial proceedings relative to the Company, its creditors or its property and, unless prohibited by law or applicable regulations, will be entitled to collect, receive and distribute any money or other property payable or deliverable on any such claims, and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee consents to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.06 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.06 hereof out of the estate in any such proceeding, will be denied for any reason, payment of the same will be secured by a lien on, and will be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained will be deemed to authorize the Trustee to authorize or consent to, or to accept or to adopt on behalf of any Holder, any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.11 Priorities . If the Trustee collects any money or property pursuant to this Article 6, it will pay out the money or property in the following order:

FIRST: to the Trustee, its agents and attorneys for amounts due under Section 7.06 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

SECOND: to the Holders, for any amounts due and unpaid on the principal of, the Fundamental Change Repurchase Price or the Redemption Price for, accrued and unpaid interest on, and any Conversion Consideration due upon the conversion of, any Note, without preference or priority of any kind, according to such amounts due and payable on all of the Notes; and

THIRD: the balance, if any, to the Company or to such other party as a court of competent jurisdiction directs.

The Trustee may fix a record date and payment date for any payment to the Holders pursuant to this Section 6.11. If the Trustee so fixes a record date and a payment date, at least 15 days prior to such record date, the Company will deliver to each Holder and the Trustee, or, if the Company fails to do so the Trustee will deliver to each Holder, a written notice, which notice will state such record date, such payment date and the amount of such payment.

Section 6.12 Undertaking for Costs . In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.12 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.08 hereof or a suit by Holders of more than 10% in aggregate principal amount of the then outstanding Notes.

ARTICLE VII

TRUSTEE

Section 7.01 Duties of Trustee .

(a) If an Event of Default has occurred and is continuing, the Trustee will exercise the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.

(b) Except during the continuance of an Event of Default, the Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Indenture, and no implied covenants or obligations will be read into this Indenture against the Trustee and, in the absence of bad faith on its part, the Trustee may conclusively rely upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture.

(c) The Trustee may not be relieved from liabilities for its own gross negligence or its own willful misconduct, except that:

(i) this paragraph does not limit the effect of Section 7.01(b) hereof;

(ii) the Trustee will not be liable for any error of judgment made in good faith unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

(iii) the Trustee will not be liable with respect to any action it takes or omits to take in good faith by a Trust Officer in accordance with a direction received by it pursuant to Sections 6.06, 12.03 or 12.04 hereof.

(d) Whether herein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to Sections 7.01(a), (b) and (c) hereof.

(e) The Trustee will not be liable for interest on any money received by it.

(f) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

(g) No provision of this Indenture will require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers.

(h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee will be subject to the provisions of this Article 7, and the provisions of this Article 7 will apply to the Trustee, Registrar, Paying Agent and Conversion Agent.

(i) The Trustee will not be deemed to have notice of a Default or an Event of Default unless a Trust Officer of the Trustee has received written notice at its Corporate Trust Office thereof from the Company or any Holder.

Section 7.02 Rights of Trustee .

(a) The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. The Trustee may, however, in its discretion make such further inquiry or investigation into such facts or matters as it may see fit and, if the Trustee determines to make such further inquiry or investigation, it will be entitled to examine the books, records and premises of the Company, personally or by agent or attorney and at the expense of the Company, and will incur no liability of any kind by reason of such inquiry or investigation.

(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on the Officers’ Certificate or Opinion of Counsel.

(c) The Trustee may act through agents, attorneys or custodians and will not be responsible for the misconduct or negligence of any agent, attorney or custodian appointed with due care.

(d) So long as the Trustee’s conduct does not constitute willful misconduct or gross negligence, the Trustee will not be liable for any action it takes or omits to take in good

faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

(e) The Trustee may consult with counsel of its own selection, and the advice or Opinion of Counsel with respect to legal matters relating to this Indenture and the Notes will be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

(f) The permissive rights of the Trustee to do things enumerated in this Indenture will not be construed as a duty unless so specified herein.

(g) The Trustee will be under no obligation to exercise any of the rights, trusts or powers vested in it by this Indenture, and may refuse to perform any duty or exercise any such rights or powers, including but not limited to acting at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.

(h) The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to, and will be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder, including the Registrar, Paying Agent and Conversion Agent.

(i) The Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any Person authorized to sign an Officers’ Certificate, including any Person specified as so authorized in any such certificate previously delivered and not superseded.

(j) In no event will the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(k) The Trustee shall not be charged with knowledge of any default or Event of Default with respect to the Notes for which it is acting as Trustee unless a Trust Officer has received written notice of such default or Event of Default from the Company or any other obligor on such Notes or from any Holder of such Notes.

(l) The Trustee will accept all notices, reports and other information that are required to be provided or delivered to it pursuant to the Indenture, and, where required hereunder, will determine whether such notices, reports or other information are satisfactory to it in form; provided , however that delivery of such reports, information and documents to the Trustee is for informational purposes only and, except for any explicit notice of an Event of Default from the Company or a Holder, the Trustee's receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from

information contained therein, including the Company's compliance with any of its covenants hereunder.

(m) The Trustee may request that the Company deliver an Incumbency Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Incumbency Certificate may be signed by any Person authorized to sign an Officers’ Certificate or any other Person specified as so authorized in any Incumbency Certificate previously delivered and not superseded.

(n) The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Company.

Section 7.03 Individual Rights of Trustee . The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. However, if the Trustee acquires any conflicting interest it must eliminate the conflict within 90 days or resign. Any Paying Agent, Registrar, Conversion Agent or co-registrar may do the same with like rights. However, the Trustee must comply with Section 7.09 hereof.

Section 7.04 Trustee’s Disclaimer . The recitals contained herein and in the Notes, except the certificates of authentication, shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee will not be responsible for and makes no representation as to the validity, priority or adequacy of this Indenture or the Notes, it will not be accountable for the Company’s use of the proceeds from the Notes, and it will not be responsible for any statement of the Company in this Indenture or in any document issued in connection with the sale of the Notes or in the Notes other than the Trustee’s certificate of authentication. The Trustee shall not be responsible or liable for any failure of the Company or any other party to comply with any securities laws, including, without limitation, the U.S. Securities Act of 1933, as amended and the U.S. Investment Company Act of 1940, as amended.

Section 7.05 Notice of Defaults . If a Default occurs and is continuing and a responsible officer of the Trustee is notified in writing of such default, the Trustee will send to each Holder notice of the Default within 90 days after such Default first occurs, or, if it is not known to the Trustee at such time, as soon as practicable after a responsible officer of the Trustee receives such notice; provided , however , that except in the case of a Default that is, or would lead to, an Event of Default described in Section 6.01(a)(i), 6.01(a)(ii) or 6.01(a)(iv) hereof, the Trustee may withhold the notice if and so long as a committee of its Trust Officers in good faith determines that withholding the notice is in the interests of Holders.

Section 7.06 Compensation and Indemnity

(a) The Company will pay to the Trustee reasonable compensation for its services. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. The Company will reimburse the Trustee upon request for all reasonable out-of-pocket fees and expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses will include the reasonable compensation, fees and expenses, disbursements and advances of the Trustee’s agents, counsel,

accountants and experts. The Company will fully indemnify the Trustee against any and all loss, liability, claim, damage or expense (including reasonable attorneys’ fees and expenses) incurred by it in connection with the acceptance and administration of this trust or the performance of its duties hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Company, any Holder or any other Person). The Trustee will notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company of any claim for which it may seek indemnity of which a Trust Officer has actually received written notice will not relieve the Company of its obligations hereunder except to the extent such failure is adjudicated by a court of competent jurisdiction to have materially prejudiced the Company. The Company will defend the claim and the Trustee will cooperate in the defense. If the Trustee is advised by counsel that it may have available to it defenses that are in conflict with the defenses available to the Company, then the Trustee may have separate counsel, and the Company will pay the reasonable fees and expenses of such counsel. The Company will pay the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such defense and/or conflict exists. The Company need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct or gross negligence. The Company need not pay for any settlement made by the Trustee without the Company’s consent, such consent not to be unreasonably withheld. All indemnifications and releases from liability granted hereunder to the Trustee will extend to its officers, directors, employees, agents, attorneys, custodians, successors and assigns.

(b) If the indemnification provided for in the preceding paragraph is invalid or unenforceable in accordance with its terms, then the Company shall contribute to the amount paid or payable by the Trustee as a result of such liability in such proportion as is appropriate to reflect the relative benefits received by the Company on one hand and the Trustee on the other from the transactions relating to the Indenture.

(c) The term “liability”, as used herein, shall mean any losses, claims, damages, expenses (including without limitation the Trustee’s reasonable and documented costs and expenses in defending itself against any losses, claims or investigations of any nature whatsoever or in bringing an action) or other liabilities, joint or several, arising out of or in connection with any claim, litigation, investigation or proceeding relating to the Indenture and any transactions contemplated thereby (including, without limitation, any claim, litigation, investigation or proceeding asserting violation of applicable laws).

(d) To secure the Company’s payment obligations under this Section 7.06, the Trustee will have a lien prior to the Notes on all money or property held or collected by the Trustee, other than money or property held in trust to pay the principal, accrued and unpaid interest, if any, or payment of the Fundamental Change Repurchase Price or Redemption Price on particular Notes.

(e) The Company’s payment obligations pursuant to this Section 7.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. If the Trustee incurs expenses after the occurrence of a Default specified in Sections 6.01(a)(ix) or

6.01(a)(x) hereof with respect to the Company, the expenses are intended to constitute expenses of administration under the Bankruptcy Law.

Section 7.07 Replacement of Trustee .

(a) The Trustee may resign at any time by notifying the Company, in writing, at least 30 days prior to the proposed resignation. The Holders of a majority in aggregate principal amount of then outstanding Notes may remove the Trustee by notifying the Trustee, in writing. The Company may remove the Trustee if:

(i) the Trustee fails to comply with Section 7.09 hereof;

(ii) the Trustee is adjudged bankrupt or insolvent;

(iii) a receiver or other public officer takes charge of the Trustee or its property; or

(iv) the Trustee otherwise becomes incapable of acting.

(b) If the Trustee resigns, is removed by the Company or by the Holders of a majority in aggregate principal amount of the Notes then outstanding, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Company will promptly appoint a successor Trustee.

(c) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee will become effective, and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send a notice of its succession to Holders. The retiring Trustee will, upon payment of all of its costs and the costs of its agents and counsel, promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.06 hereof.

(d) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of at least 10% of the aggregate principal amount of the Notes then outstanding may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee.

(e) If the Trustee, after written request by any Holder, fails to comply with Section 7.09 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(f) Notwithstanding the replacement of the Trustee pursuant to this Section 7.07, the Company’s obligations under Section 7.06 hereof will continue for the benefit of the retiring Trustee.

Section 7.08 Successor Trustee by Merger .

(a) If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation or banking association without any further act will be the successor Trustee.

(b) In case at the time such successor or successors by merger, conversion or consolidation to the Trustee succeeds to the trusts created by this Indenture, any of the Notes have been authenticated, but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor Trustee, and deliver such Notes so authenticated; and, in case at that time any of the Notes have not been authenticated, any such successor to the Trustee may authenticate such Notes, either in the name of any predecessor Trustee hereunder or in the name of the successor to the Trustee.

Section 7.09 Eligibility; Disqualification . The Trustee will have (or, in the case of a corporation included in a bank holding company system, the related bank holding company will have) a combined capital and surplus of at least $100,000,000 as set forth in its (or its related bank holding company’s) most recent published annual report of condition.

Section 7.10 Trustee’s Application for Instructions from the Company . Any application by the Trustee for written instructions from the Company may, at the option of the Trustee, set forth in writing any action proposed to be taken or omitted by the Trustee under this Indenture and the date on and/or after which such action will be taken or such omission will be effective. The Trustee will not be liable to the Company for any action taken by, or omission of, the Trustee in accordance with a proposal included in such application on or after the date specified in such application (which date will not be less than three Business Days after the date any Officer actually receives such application, unless any such Officer has consented in writing to any earlier date), unless prior to taking any such action (or the effective date in the case of any omission), the Trustee has received written instructions in response to such application specifying the action to be taken or omitted.

Section 7.11 Withholding . In order to comply with applicable tax laws (inclusive of rules, regulations and interpretations promulgated by competent authorities) related to this Indenture in effect from time to time (“Applicable Tax Law”) that a foreign financial institution, the Company, Trustee, Paying Agent or other party is (or has agreed to be) subject to, the Company agrees (i) upon the reasonable request of the Trustee or the Paying Agent to provide to the Trustee and the Paying Agent information about the Notes (including any modification to the terms of such Notes) that the Company has in its possession, sufficient to permit the Trustee and Paying Agent to determine whether it has tax related obligations under Applicable Law, (ii) that the Trustee and the Paying Agent shall be entitled to make any withholding or deduction from payments to the extent necessary to comply with Applicable Tax Law, and (iii) pursuant to Section 7.06(a) and subject to the limitations set forth therein, to hold the Trustee and the Paying Agent harmless for any losses it may suffer to the extent it is complying with Applicable Tax Law. The terms of this section shall survive the termination of this Indenture.

ARTICLE VIII

SATISFACTION AND DISCHARGE

Section 8.01 Discharge of Liability on Notes . When (a)(i) the Company delivers to the Registrar all outstanding Notes (other than Notes replaced pursuant to Section 2.11 hereof) for cancellation or (ii) all outstanding Notes have become due and payable, and the Company irrevocably deposits with the Trustee or delivers to the Holders, as applicable, cash and/or shares of Common Stock (or, if applicable, Reference Property) and cash (in lieu of fractional shares of Common Stock or, if applicable, Reference Property Units) (solely to satisfy amounts due and owing as a result of conversions of the Notes), sufficient to pay all amounts due and owing on all outstanding Notes (other than Notes replaced pursuant to Section 2.11 hereof), (b) the Company pays all other sums payable by it under this Indenture with respect to the then outstanding Notes and (c) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such discharge is authorized and permitted under this Indenture and that all of the applicable conditions precedent to the discharge of this Indenture have been satisfied, then, subject to Section 7.06 hereof, this Indenture will cease to be of further effect with respect to the Notes and the Holders and the Trustee will acknowledge the satisfaction and discharge of this Indenture with respect to the Notes.

Notwithstanding the satisfaction and discharge of this Indenture, (i) any obligation of the Company to any Holder under Article 10 hereof with respect to the conversion of any Note or to the Trustee under Article 7 hereof with respect to compensation or indemnity, and (ii) any obligation of the Trustee with respect to money deposited with the Trustee under this Article 8 and Section 12.02 hereof will survive.

Section 8.02 Repayment to the Company . Subject to any applicable unclaimed property law, the Trustee and the Paying Agent, upon receiving a written request from the Company, will promptly turn over to the Company any cash, securities, including shares of Common Stock, or other property held for payment on the Notes that remains unclaimed two years after the date on which such payment was due. After the Trustee and the Paying Agent return such cash and securities, including shares of the Common Stock, to the Company, the Trustee and the Paying Agent will have no further liability to any Holder with respect to such cash, securities, including shares of Common Stock, or other property, and any Holder entitled to the payment of such cash, securities, including shares of Common Stock, or other property under the Notes or this Indenture must look to the Company for payment as a general creditor of the Company.

ARTICLE IX

AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 9.01 Without Consent of Holders . The Company and the Trustee may amend or supplement this Indenture or the Notes without the consent of any Holder:

(a) to add guarantees with respect to the Company’s obligations under this Indenture or the Notes;

(b) to secure the Notes;

(c) to provide for the assumption of the Company’s obligations under this Indenture and under the Notes by a Reorganization Successor Corporation as described in Article 5 hereof;

(d) to provide for the assumption of the Company’s obligations under this Indenture and under the Notes by a Merger Successor Corporation as described in Section 10.08 or to modify the conversion rights of the Holders in accordance with Section 10.08 hereof upon the occurrence of a Merger Event;

(e) to surrender any right or power conferred upon the Company under this Indenture;

(f) to add to the Company’s covenants or Events of Default for the benefit of the Holders;

(g) to cure any ambiguity or correct any inconsistency or defect in this Indenture or in the Notes;

(h) to comply with any requirement of the SEC in connection with any qualification of this Indenture or a supplement hereto under the TIA;

(i) to irrevocably elect a Settlement Method or a Specified Dollar Amount;

(j) to evidence the acceptance of appointment by a successor Trustee with respect to this Indenture;

(k) to comply with the rules of any applicable Depositary; or

(l) to make any other change; provided that such change individually, or in the aggregate with all other such changes, does not have, and will not have, an adverse effect on the interest of the Holders.

Section 9.02 With Consent of Holders . With the written consent of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a repurchase of, or tender offer or exchange offer for, Notes), by Act of such Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, may amend or supplement this Indenture or the Notes or waive any past Default or compliance with any provision of this Indenture or the Notes; provided , however , that, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may:

(a) reduce the principal amount of, or change the Maturity Date of, any Note;

(b) reduce the rate of, or extend the stated time for payment of, interest on any Note;

(c) reduce the Fundamental Change Repurchase Price or the Redemption Price of any Note or change the time at which, or the circumstances under which, the Notes may, or will be, redeemed or repurchased;

(d) impair the right of any Holder to institute suit for any payment on any Note, including with respect to any consideration due upon conversion of a Note;

(e) make any Note payable in a currency other than that stated in the Note;

(f) make any change that impairs or adversely affects the conversion rights of any Holder under Article 10 hereof or otherwise reduces the number of shares of Common Stock, amount of cash or any other property receivable by a Holder upon conversion;

(g) change the ranking of the Notes;

(h) reduce any voting requirements included in this Indenture;

(i) make any change to any amendment, modification or waiver provision of this Indenture that requires the consent of each affected Holder; or

(j) reduce the percentage of the aggregate principal amount of then outstanding Notes whose Holders must consent to an amendment of this Indenture or a waiver of a past Default.

It will not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it will be sufficient if such consent approves the substance of such proposed amendment.

Section 9.03 Execution of Supplemental Indentures . Upon the request of the Company, the Trustee will sign any supplemental indenture authorized pursuant to this Article 9 if the amendment contained therein does not affect the rights, duties, liabilities or immunities of the Trustee under this Indenture. If the supplemental indenture adversely affects the Trustee’s rights, duties, liabilities or immunities under this Indenture, then the Trustee may, but need not, sign such supplemental indenture. In executing any such supplemental indenture, the Trustee will be provided with, and, subject to the provisions of Section 7.01 hereof, will be fully protected in conclusively relying upon, an Officers’ Certificate and an Opinion of Counsel stating that such supplemental indenture is authorized and permitted under this Indenture and that all of the applicable conditions precedent in this Indenture to the Trustee’s execution of such supplemental indenture have been satisfied.

Section 9.04 Notices of Supplemental Indentures . After an amendment or supplement to this Indenture or the Notes pursuant to Sections 9.01 or 9.02 hereof becomes effective, the Company will promptly deliver notice to the Trustee, which notice will briefly describe the substance of such amendment or supplement to this Indenture in reasonable detail and state the effective date of such amendment or supplement. The Company, or the Trustee, at the direction of the Company, will then promptly deliver a copy of such notice to each Holder. The failure to

deliver such notice to each Holder and the Trustee, or any defect in such notice, will not impair or affect the validity of such amendment or supplement to this Indenture.

Section 9.05 Effect of Supplemental Indentures . Upon the execution of any supplemental indenture under this Article 9:

(a) this Indenture will be modified in accordance therewith;

(b) such supplemental indenture will form a part of this Indenture for all purposes; and

Section 9.06 Revocation and Effect of Consents, Waivers and Actions .

(a) Revocation . Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder is a continuing consent by the Holder, and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder, or subsequent Holder, may revoke the consent as to its Note or portion of a Note if the Trustee receives the notice of revocation before the date the amendment, supplement or waiver becomes effective.

(b) Binding Effect . After an amendment, supplement or waiver becomes effective, it will bind every applicable Holder. Any amendment or supplement will become effective in accordance with the terms of the supplemental indenture relating thereto, which will become effective upon the execution thereof by the Trustee.

Section 9.07 Notation on, or Exchange of, Notes . If any amendment, supplement or waiver changes the terms of a Note, the Trustee may require the Holder of such Note to deliver such Note to the Trustee. The Trustee may place an appropriate notation on such Note about the changed terms and return it to the Holder. Alternatively, if the Company or the Trustee so determines, the Company, in exchange for the Note, will issue and the Trustee will authenticate a new Note that reflects the changed terms.

ARTICLE X

CONVERSIONS

Section 10.01 Right To Convert .

(a) In General . Subject to, and upon compliance with, the provisions of this Article 10, a Holder may, at its option, convert all of its Notes, or any portion of its Notes having a principal amount equal to $1,000 or an integral multiple of $1,000 in excess thereof, (i) subject to satisfaction of the conditions and during the periods set forth in Section 10.01(b), at any time

prior to the Close of Business on the Business Day immediately preceding [ ] 20 and (ii) irrespective of the conditions set forth in Section 10.01(b), on or after [ ] 21 , and prior to the Close of Business on the Business Day immediately preceding the Maturity Date, in each case, into Conversion Consideration, as provided in this Article 10, based on the Conversion Rate. Notes may not be converted after the Close of Business on the Business Day immediately preceding the Maturity Date.

(b) Conditions to Conversions Prior to the Close of Business on the Business Day Immediately Preceding [ ] 22 . Prior to the Close of Business on the Business Day immediately preceding [ ] 23 , no Notes may be converted except under the circumstances and during the periods set forth below in this Section 10.01(b).

(i) Conversion Upon Satisfaction of Sale Price Condition . Prior to the Close of Business on the Business Day immediately preceding [ ] 24 , a Holder may present its Notes for conversion during any calendar quarter commencing after the calendar quarter ending on [ ] 25 (and only during such calendar quarter), if the Last Reported Sale Price per share of the Common Stock for each of at least twenty (20) Trading Days (whether or not consecutive) during the thirty (30) consecutive Trading days ending on, and including, the last Trading Day of the immediately preceding calendar quarter is greater than one hundred and thirty percent (130%) of the Conversion Price on such Trading Day.

(ii) Conversion Upon Satisfaction of Trading Price Condition . Prior to the Close of Business on the Business Day immediately preceding [ ] 26 , a Holder may convert its Notes during the five (5) consecutive Business Day period immediately after any five (5) consecutive Trading Day period, (the “Measurement Period”), in which the Trading Price per $1,000 principal amount of the Notes, as determined following a request by a Holder in accordance with the procedures set forth below, for each Trading Day of the Measurement Period was less than ninety eight percent (98%) of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on such Trading Day. The condition set forth in the preceding sentence is herein referred to as the “Trading Price Condition.”

20	To be the date six months immediately preceding the Maturity Date.

21	To be the date six months immediately preceding the Maturity Date.

22	To be the date six months immediately preceding the Maturity Date.

23	To be the date six months immediately preceding the Maturity Date.

24	To be the date six months immediately preceding the Maturity Date.

25	To be the last day of the calendar quarter immediately following the calendar quarter in which this Indenture is executed.

26	To be the date six months immediately preceding the Maturity Date.

The Trading Price shall be determined by the Bid Solicitation Agent pursuant to this Section 10.01(b)(ii) and the definition of Trading Price set forth herein. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determination in writing, and the Company will have no obligation to make such request (or seek bids itself) unless a Holder of at least $1.0 million aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of the Notes would be less than ninety eight percent (98%) of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. At such time, the Company shall, or shall instruct the Bid Solicitation Agent to, determine the Trading Price per $1,000 principal amount of the Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of the Notes is greater than or equal to ninety eight percent (98%) of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If the Trading Price condition has been met, the Company will so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing. If, on any Trading Day after the Trading Price Condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to ninety eight percent (98%) of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such Trading Day, the Company will so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing.

(iii) Conversion Upon Specified Corporate Events .

(1) Certain Distributions . If, prior to the Close of Business on the Business Day immediately preceding [ ] 27 , the Company elects to:

(A) issue to all or substantially all holders of the Common Stock, any rights, options or warrants entitling them, for a period of not more than sixty (60) calendar days after the record date of such issuance, to subscribe for or purchase shares of the Common Stock at a price per share less than the average of the Last Reported Sale Prices of the Common Stock for the ten (10) consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance; or

(B) distribute, to all or substantially all holders of the Common Stock, the Company’s assets, debt securities or rights to purchase the Company’s securities, which distribution has a per share value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the date of announcement for such distribution,

then, in either case, (x) the Company must notify Holders at least thirty (30) Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution; and (y) once the Company has given such notice, Holders may convert their Notes at any time until the earlier of 5:00 p.m.,

27	To be the date six months immediately preceding the Maturity Date.

New York City time, on the Business Day immediately preceding such Ex-Dividend Date and the Company’s announcement, if any, that such issuance or distribution will not take place.

(2) Certain Corporate Events . If, prior to the Close of Business on the Business Day immediately preceding [ ] 28 , either (i) a transaction or event that constitutes a Fundamental Change occurs; (ii) a transaction or event that constitutes a Make-Whole Fundamental Change, pursuant to clause (i) of such definition occurs; or (iii) the Company is a party to a consolidation, merger, binding share exchange, or a transfer or lease of all or substantially all of the Company’s assets, or any other transaction, in each case pursuant to which the Common Stock would be converted into or exchanged for, or would constitute solely the right to receive, cash, securities or other property, then the Notes may be converted at any time from and after the effective date of the transaction or event until the earlier of (x) thirty five (35) Trading Days after the actual effective date of such transaction or event (or, if later, the date on which the Company provides notice of such transaction or event) or, if such transaction or event also constitutes a Fundamental Change, the related Fundamental Change Repurchase Date; and (y) the Close of Business on the Scheduled Trading Day immediately preceding the Maturity Date. No later than the Business Day after the date the Company publicly announces such transaction or event, the Company shall notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such transaction, its effective date and the related right to convert Notes.

(iv) Conversion Based on Redemption . If the Company calls a Note for Redemption prior to the Close of Business on the Business Day immediately preceding [ ] 29 , then the Holder of such Note may surrender the Note for conversion at any time before the Close of Business on the Business Day immediately preceding the Redemption Date.

(c) Closed Periods . Notwithstanding anything to the contrary in this Indenture, (i) if the Company calls the Notes for redemption in accordance with Article 11 hereof, a Holder may not convert its Notes after the Close of Business on the Business Day immediately preceding the applicable Redemption Date except to the extent the Company fails to pay the Redemption Price for such Notes in accordance with Section 11.05 hereof, and (ii) if a Holder delivers a Repurchase Notice with respect to its Notes in accordance with Article 3 hereof, such Notes may not be converted except to the extent (A) such Notes are not subject to such Repurchase Notice; (B) such Repurchase Notice is withdrawn in accordance with Article 3 hereof; or (C) the Company fails to pay the Fundamental Change Repurchase Price for such Notes in accordance with Section 3.08 hereof.

Section 10.02 Conversion Procedures .

28 To be the date six months immediately preceding the Maturity Date.

29 To be the date six months immediately preceding the Maturity Date.

(a) General . To exercise its conversion right with respect to a beneficial interest in a Global Note, the owner of such beneficial interest must (i) comply with the Applicable Procedures for converting such beneficial interest; (ii) pay any funds equal to interest payable on the next Interest Payment Date that such Holder is required to pay under clause (d) of this Section 10.02; and (iii) pay any taxes or duties that such Holder is required to pay under the proviso to clause (e) of this Section 10.02.

To exercise its conversion right with respect to a Definitive Note, the Holder of such Note must (i) complete and manually sign the conversion notice on the back of the Note, or a facsimile of such conversion notice (such notice, or such facsimile, the “Conversion Notice”); (ii) deliver such signed and completed Conversion Notice, which shall be irrevocable, and such Note to the Conversion Agent at its office; (iii) furnish any endorsements and transfer documents that the Company, Conversion Agent, Trustee or Transfer Agent may require; (iv) pay any funds equal to interest payable on the next Interest Payment Date that such Holder is required to pay under clause (d) of this Section 10.02; and (v) pay any taxes or duties that such Holder is required to pay under the proviso to clause (e) of this Section 10.02.

The first date on which a Holder satisfies the foregoing requirements with respect to a Note and on which conversion of such Note is not otherwise prohibited under this Indenture will be the “Conversion Date” for such Note.

The conversion of any Note will be deemed to occur at the Close of Business on the Conversion Date for such Note, and any converted Note or portion thereof will cease to be outstanding upon conversion.

(b) Holder of Record . If a Holder surrenders the entire principal amount of a Note for conversion, such Person will no longer be the Holder of such Note as of the Close of Business on the Conversion Date for such Note.

The Person in whose name any shares of Common Stock shall be issuable upon conversion of any Note will become the holder of record of such shares as of the Close of Business on the Conversion Date for such conversion, in the case of Physical Settlement, or the last Trading Day of the relevant Observation Period, in the case of Combination Settlement.

(c) Conversions in Part . If a Holder surrenders only a portion of the principal amount of a Definitive Note for conversion, promptly after the Conversion Date for such portion, the Company will, in accordance with Section 2.05 hereof, execute and deliver to the Trustee, and the Trustee will, upon receipt of a Company Order and the documents required by Sections 12.03 and 12.04 hereof, in accordance with Section 2.05 hereof, authenticate and deliver to such Holder a new Definitive Note in an authorized denomination, having a principal amount equal to the aggregate principal amount of the unconverted portion of the Definitive Note surrendered for conversion and bearing registration numbers not contemporaneously outstanding and any restrictive legends that such Definitive Note must bear under Section 2.10 hereof.

Upon the conversion of any beneficial interest in a Global Note, the Conversion Agent will promptly request that the Trustee make a notation on the “Schedule of Increases and Decreases of Global Note” of such Global Note to reduce the principal amount represented by

such Global Note by the principal amount of the converted beneficial interest. If all of the beneficial interests in a Global Note are so converted, such Global Note will be deemed surrendered to the Trustee for cancellation, and the Trustee will cause such Global Note to be cancelled in accordance with the Applicable Procedures.

(d) Reimbursement of Interest upon Conversion . If a Holder converts a Note after the Close of Business on a Regular Record Date, but prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, then (x) the Holder of such Note at the Close of Business on such Regular Record Date shall be entitled, notwithstanding such conversion, to receive, on such Interest Payment Date, the unpaid interest that has accrued on such Note to, but excluding, such Interest Payment Date; and (y) the Holder of such Note must, upon surrender of such Note for conversion, accompany such Note with an amount of cash equal to the amount of interest that will be payable on such Note on such Interest Payment Date; provided , however , that a Holder need not make such payment (A) for conversions following the Regular Record Date immediately preceding the Maturity Date; (B) if the Company has specified a Fundamental Change Repurchase Date that is after a Regular Record Date and on or prior to the Business Day immediately following the corresponding Interest Payment Date and the Holder converts its Note after the Close of Business on such Regular Record Date and on or prior to the Open of Business on such Interest Payment Date; (C) if the Company has specified a Redemption Date that is after a Regular Record Date and on or prior to the Business Day immediately following the Interest Payment Date corresponding to such Regular Record Date and such Holder surrenders such Note for conversion after such Regular Record Date and prior to the Open of Business on such Interest Payment Date; or (D) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Note.

(e) Taxes and Duties . If a Holder converts a Note, the Company will pay any documentary, stamp or similar issue or transfer tax due on the issue of any shares of the Common Stock upon the conversion; provided , however , that if any tax is due because the converting Holder requested that shares of Common Stock be issued in a name other than its own, such Holder will pay such tax and the Conversion Agent, until having received a sum sufficient to pay such tax, may refuse to deliver any certificates representing the shares of Common Stock being issued in a name other than that of such Holder.

(f) Notices . Whenever a Conversion Date occurs with respect to a Note, the Conversion Agent will, as promptly as possible, and in no event later than the Business Day immediately following such Conversion Date, deliver to the Company and the Trustee notice that a Conversion Date has occurred, which notice will state such Conversion Date, the principal amount of Notes converted on such Conversion Date and the names of the Holders that converted Notes on such Conversion Date.

Section 10.03 Settlement Upon Conversion.

(a) Conversion Obligation.

(i) Settlement Method . Upon the conversion of any Note, the Company shall settle such conversion by paying or delivering, as applicable and as provided in this Article 10, either (A) solely cash (a “Cash Settlement”); (B) shares of

Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 10.03(a)(ii)(1) (a “Physical Settlement”); or (C) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 10.03(a)(ii)(3) (a “Combination Settlement”). The Company shall have the right to elect the Settlement Method applicable to any conversion of a Note; provided , however , that:

(1) (x) all conversions of Notes whose Conversion Date occurs on or after [ ] 30 will be settled using the same Settlement Method, and the Company shall send written notice of such Settlement Method to Holders, through the Trustee, no later than the Close of Business on the Business Day immediately preceding [ ] 31 and (y) all conversions for which the Conversion Date occurs during the Redemption Conversion Period will be settled using a single Settlement Method and the Company shall send written notice of such Settlement Method to Holders, through the Trustee concurrently with delivery of the Redemption Notice;

(2) the Company shall use the same Settlement Method for all conversions of Notes whose Conversion Dates occur on the same day (and, for the avoidance of doubt, the Company shall not be obligated to use the same Settlement Method with respect to conversions of Notes whose Conversion Dates occur on different days, except as provided in clause (a)(i)(1) above);

(3) if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before [ ] 32 and not during a Redemption Conversion Period, the Company shall send written notice of such Settlement Method to the Holder of such Note, through the Trustee, no later no later than the Close of Business on the second Scheduled Trading Day immediately following such Conversion Date;

(4) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of such Note equal to $1,000;

(5) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of such Note; and

(6) the Settlement Method shall be subject to clause (II) of the first sentence of Section 10.08(a).

30	To be the date six months immediately preceding the Maturity Date.

31	To be the date six months immediately preceding the Maturity Date.

32	To be the date six months immediately preceding the Maturity Date.

(ii) Conversion Consideration . Subject to Section 10.03(a)(iv), the type and amount of consideration (the “Conversion Consideration”) due in respect of each $1,000 principal amount of a Note to be converted shall be as follows:

(1) if Physical Settlement applies to such conversion, (I) a whole number of shares of Common Stock equal to the Conversion Rate in effect on the Conversion Date for such conversion (which, if not a whole number, shall be rounded down to the nearest whole number); and (II) if such Conversion Rate is not a whole number, cash in lieu of the related fractional share in an amount equal to the product of (x) the Daily VWAP on such Conversion Date (or if such Conversion Date is not a Trading Day, the immediately preceding Trading Day) and (y) the fractional portion of such Conversion Rate;

(2) if Cash Settlement applies to such conversion, cash in an amount equal to the sum of the Daily Conversion Values for each of the twenty five (25) consecutive Trading Days in the Observation Period for such conversion; or

(3) if Combination Settlement applies to such conversion, a settlement amount equal to (I) the sum of the Daily Settlement Amounts for each of the twenty five (25) consecutive Trading Days in the Observation Period for such conversion (which, for the avoidance of doubt, shall consist of a number of whole shares of Common Stock equal to the sum of the Daily Share Amounts for each of the Trading Days in such Observation Period (which, if such sum is not a whole number, shall be rounded down to the nearest whole number) and cash in an amount equal to the sum of the Daily Cash Amounts for each of the Trading Days in such Observation Period); and (II) if the sum of the Daily Share Amounts for each of the Trading Days in such Observation Period is not a whole number, cash in lieu of the related fractional share in an amount equal to the product of (x) the Daily VWAP on the last Trading Day of such Observation Period and (y) the fractional portion of such sum.

With respect to any conversion of Notes to which Cash Settlement or Combination Settlement applies, the Company shall determine the Conversion Consideration due thereupon promptly following the last day of the applicable Observation Period and shall promptly thereafter notify the Trustee and the Conversion Agent (if other than the Trustee) in writing of the same and the calculation thereof in reasonable detail. Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any responsibility for any such determination.

(iii) Delivery of Conversion Consideration . Except as set forth in Sections 10.05, 10.07 and 10.08 hereof, the Company shall pay or deliver, as the case may be, the Conversion Consideration due upon the conversion of any Note to the Holder thereof as follows: (i) if Cash Settlement or Combination Settlement applies to such conversion, on the third (3rd) Business Day immediately following the last Trading Day of the Observation Period for such conversion; and (ii) if Physical Settlement applies to such conversion, on the third (3rd) Business Day immediately following the Conversion Date for such conversion.

(b) Conversion of Multiple Notes by a Single Holder. If a Holder converts more than one Note on a single Conversion Date, the Conversion Consideration due in respect of such conversion will be computed based on the total principal amount of Notes converted on such Conversion Date by such Holder.

(c) Settlement of Accrued Interest and Deemed Payment of Principal . If a Holder converts a Note, the Company will not adjust the Conversion Rate to account for any accrued and unpaid interest on the Note, and the Company’s delivery of the Conversion Consideration due upon such conversion will be deemed to satisfy and discharge in full the Company’s obligation to pay the principal of such Note and accrued and unpaid interest, if any, on, such Note to, but excluding the Conversion Date; provided , however , that if a Holder converts a Note after a Regular Record Date and prior to the Open of Business on the corresponding Interest Payment Date, the Company will still be obligated to pay the interest due on such Interest Payment Date to the Holder of such Note as of the Close of Business on such Regular Record Date. As a result, except as otherwise provided in the proviso to the immediately preceding sentence, any accrued and unpaid interest with respect to a converted Note will be deemed to be paid in full rather than cancelled, extinguished or forfeited. In addition, if both cash and shares of the Common Stock are delivered upon the conversion of a Note, accrued and unpaid interest will be deemed to be paid first out of the amount of cash so delivered.

Section 10.04 Common Stock Issued Upon Conversion .

(a) On or prior to the Issue Date, the Company will reserve out of its authorized but unissued shares of Common Stock, for delivery upon conversion of Notes under this Indenture, a number of shares of Common Stock equal to the maximum number of shares of Common Stock issuable upon conversion of all Notes assuming all such conversions were settled by delivering solely shares of Common Stock (other than cash in lieu of any fractional shares of Common Stock).

(b) Any shares of Common Stock delivered upon the conversion of the Notes will be newly issued shares or treasury shares, duly and validly issued, fully paid, nonassessable, free from preemptive rights and free of any lien or adverse claim (except to the extent of any lien or adverse claim created by the action or inaction of the Holder or other Person to whom such shares of Common Stock will be delivered). In addition, the Company will endeavor to comply promptly with all federal and state securities laws regulating the offer and delivery of any shares of Common Stock issuable upon conversion of the Notes; provided that the Company will not be obligated to register the offer and sale of such Common Stock under the Securities Act or any other applicable securities laws. The Company will also use commercially reasonable efforts to cause any shares of Common Stock issuable upon conversion of a Note to be listed on whatever stock exchange(s) the Common Stock is listed on the date the converting Holder becomes a record holder of such Common Stock.

(c) If any shares of the Common Stock issued upon conversion will, upon delivery as part of the conversion obligation, be “restricted securities” (within the meaning of Rule 144 or any successor provision in effect at such time), such shares of Common Stock will bear any restrictive legends the Company or the Transfer Agent deem necessary to comply with applicable law.

Section 10.05 Adjustment of Conversion Rate . The Company will adjust the Conversion Rate from time to time as described in this Section 10.05, except that the Company will not make an adjustment to the Conversion Rate if each Holder participates (other than in a share split or share combination), at the same time and upon the same terms as holders of the Common Stock, and solely as a result of holding the Notes, in the relevant transaction described in this Section 10.05 without having to convert its Notes and as if it held number of shares of the Common Stock equal to the product of (i) the Conversion Rate in effect on the applicable record date, Effective Date or expiration date, and (ii) the aggregate principal amount of Notes held by such Holder (express in thousands) on such date, rounded up to the nearest whole number.

(a) Stock Dividends and Share Splits . If the Company exclusively issues to all or substantially all holders of the Common Stock shares of Common Stock as a dividend or distribution on shares of the outstanding Common Stock, or if the Company effects a share split of the Common Stock or a share combination of the Common Stock, the Conversion Rate will be adjusted based on the following formula:

CR 1 =CR 0	x	OS 1
		OS 0

where

CR 0 =

the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date of such dividend or distribution, or immediately prior to the Open of Business on the Effective Date of such share split or share combination, as applicable;

CR 1 =

the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date or the Open of Business on such Effective Date;

OS 0 =

the number of shares of Common Stock outstanding immediately prior to the Open of Business on such Ex-Dividend Date or Effective Date; and

OS 1 =

the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination.

If any dividend or distribution of the type described in this Section 10.05(a) is declared, but not so paid or made, the Conversion Rate will be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared.

(b) Rights, Options and Warrants . If the Company issues, to all or substantially all holders of its outstanding Common Stock, rights, options or warrants entitling such holders, for a period of not more than 60 calendar days after the record date of such issuance, to subscribe for, or purchase, shares of Common Stock, at a price per share less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance, the Conversion Rate will be increased based on the following formula:

CR 1 =CR 0	x	OS 0 +X
		OS 0 +Y

where

CR 0 =

the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such issuance;

CR 1 =

the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date;

OS 0 =

the number of shares of Common Stock outstanding immediately prior to the Open of Business on such Ex-Dividend Date;

X =	the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and

Y =

the number of shares of Common Stock equal to the quotient of (i) the aggregate price payable to exercise such rights, options or warrants, over (ii) the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of the issuance of such rights, options or warrants.

To the extent that shares of Common Stock are not delivered after the expiration of such rights, options or warrants, including because the issued rights, options or warrants were not exercised, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the increase with respect to the issuance of such rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights, options or warrants are not so issued, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect if the Ex-Dividend Date for such issuance had not occurred.

For purposes of this Section 10.05(b), in determining whether any rights, options or warrants entitle holders of the Common Stock to subscribe for, or purchase, shares of Common Stock at a price per share less than the average of the Last Reported Sale Prices of Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for an issuance, and in determining the aggregate price payable to exercise such rights, options or warrants, there will be taken into account any consideration received by the Company for such rights, options or warrants and any amount payable on exercise thereof, the value of such consideration, if other than cash, to be determined by the Board of Directors.

(i) If the Company distributes shares of its Capital Stock, evidences of its indebtedness or other assets or property of the Company, or rights, options or warrants

to acquire Capital Stock of the Company or other securities, to all or substantially all holders of the Common Stock, excluding:

(1) dividends, distributions and issuances described in Section 10.05(a) hereof or Section 10.05(b) hereof, as applicable;

(2) dividends or distributions paid exclusively in cash described in Section 10.05(d) hereof; and

(3) Spin-Offs for which the provisions set forth in Section 10.05(c)(ii) hereof will apply,

then the Conversion Rate will be increased based on the following formula:

CR 1 =CR 0	x	SP 0
		SP 0 –FMV

where

CR 0 =

the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such distribution;

CR 1 =

the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date;

SP 0 =

the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and

FMV =

the fair market value (as determined by the Board of Directors ) of the shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants distributed with respect to each outstanding share of Common Stock on the Ex-Dividend Date for such distribution.

Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than the “SP 0 ” (as defined above), in lieu of the foregoing increase, each Holder will receive, for each $1,000 principal amount of Notes held on the record date for the distribution, at the same time and upon the same terms as holders of the Common Stock, the amount and kind of shares of Capital Stock, evidences of indebtedness, assets or property, rights, options or warrants to acquire Capital Stock of the Company or other securities that such Holder would have received if such Holder had owned a number of shares of Common Stock equal to the Conversion Rate in effect on the record date for such distribution.

If such distribution is not so paid or made, or if any rights, options or warrants are not exercised before their expiration date, the Conversion Rate will be readjusted to be the Conversion Rate that would then be in effect if such distribution had not been declared.

(ii) With respect to an adjustment pursuant to this Section 10.05(c) where there has been a payment of a dividend or other distribution on the Common Stock of shares of Capital Stock of any class or series, or similar equity interest, of or relating to an Affiliate, a Subsidiary or other business unit of the Company, and such Capital Stock or similar equity interest is listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange or a reasonably comparable non-U.S. equivalent (as determined by the Board of Directors) (a “Spin-Off”), the Conversion Rate will be increased based on the following formula:

CR 1 =CR 0	x	FMV 0 + MP 0
		MP 0

where

CR 0 =

the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such Spin-Off;

CR 1 =

the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date;

FMV 0 =

the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of Common Stock (determined for purposes of the definition of Last Reported Sale Price as if such Capital Stock or similar equity interest were the Common Stock) over the first 10 consecutive Trading Day period after, and including, the Ex-Dividend Date of the Spin-Off (the “Valuation Period”); and

MP 0 =

the average of the Last Reported Sale Prices of the Common Stock over the Valuation Period.

The adjustment to the Conversion Rate under this Section 10.05(c)(ii) will be calculated as of the Close of Business on the last Trading Day of the Valuation Period but will be given effect as of immediately after the Open of Business on the Ex-Dividend Date of the Spin-Off, with retroactive effect. The Company shall delay the settlement of any conversion of Notes where the Conversion Date (in the case of Physical Settlement) or any Trading Day of the applicable Observation Period (in the case of Cash Settlement or Combination Settlement) occurs during the Valuation Period until the third Business Day after the last day of the Valuation Period. If any distribution of the type described in this Section 10.05(c)(ii) is declared but not so made, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to make such distribution, to the Conversion Rate that would then be in effect if such distribution had not been declared.

For the purposes of this Section 10.05(c) and subsections (a) and (b) of this Section 10.05, any dividend or distribution to which this Section 10.05(c) applies and which dividend or distribution also includes one or both of:

(1) a dividend or distribution of shares of Common Stock to which Section 10.05(a) hereof applies (a “Clause A Distribution”); or

(2) a dividend or distribution of rights, options or warrants to which Section 10.05(b) hereof applies (a “Clause B Distribution”)

(any such distribution, a “Multi-Clause Distribution”), then (i) the portion of such Multi-Clause Distribution that is not a Clause A Distribution or a Clause B Distribution will be deemed to be a dividend or distribution to which this Section 10.05(c) applies (a “Clause C Distribution”), and any Conversion Rate adjustment required by this Section 10.05(c) with respect to such Clause C Distribution will be made without considering any shares of Common Stock, if any, issuable as part of the portion of such Multi-Clause Distribution that is a Clause A Distribution or a Clause B Distribution, as applicable, (ii) the portion of such Multi-Clause Distribution that is a Clause B Distribution, if any, will be deemed to be distributed immediately following the Clause C Distribution, and any Conversion Rate adjustment required by Section 10.05(b) hereof with respect to such Clause B Distribution will be made, with any shares of Common Stock issuable as part of the portion of such Multi-Clause Distribution that is a Clause C Distribution deemed to be “outstanding immediately prior to the Open of Business on such Ex-Dividend Date” for the purposes of making such adjustment and (iii) the portion of such Multi-Clause Distribution that is a Clause A Distribution, if any, will be deemed to be distributed immediately following the Clause B Distribution or Clause C Distribution, as the case may be, and any Conversion Rate adjustment required by Section 10.05(a) hereof with respect to such Clause A Distribution will be made, with any shares of Common Stock issuable as part of the portion of such Multi-Clause Distribution that is either a Clause C Distribution or a Clause B Distribution deemed to be “outstanding immediately prior to the Open of Business on such Ex-Dividend Date or Effective Date” for the purposes of making such adjustment.

(d) Cash Dividends or Distributions . If any cash dividend or distribution (other than a distribution described in Section 10.05(e), and other than a regular, quarterly cash dividend that does not exceed $0.05 per share (the “Dividend Threshold,” which Dividend Threshold shall be subject to adjustment as set forth below in this Section 10.05(d))) is made to all or substantially all holders of the Common Stock, the Conversion Rate will be increased based on the following formula:

CR 1 =CR 0	x	SP 0 – T
		SP 0 –C

where

CR 0 =

the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such dividend or distribution;

CR 1 =

the Conversion Rate in effect immediately after the Open of Business on the Ex-Dividend Date for such dividend or distribution;

SP 0 =

the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution;

T =	the Dividend Threshold; provided , however , that if the dividend or distribution is not a regular quarterly cash dividend, then the Dividend Threshold will be deemed to be zero (0); and

C =	the amount in cash per share the Company distributes to holders of Common Stock.

The Dividend Threshold shall be adjusted in a manner inversely proportional to adjustments to the Conversion Rate pursuant to this Section 10.05; provided , however , that no adjustment will be made to the Dividend Threshold for any adjustment to the Conversion Rate pursuant to this Section 10.05(d).

Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater than “SP 0 ” (as defined above), in lieu of the foregoing increase, each Holder will receive, for each $1,000 principal amount of Notes held on the record date for such cash dividend or distribution, at the same time and upon the same terms as holders of the Common Stock, the amount of cash that such Holder would have received if such Holder had owned a number of shares of Common Stock equal to the Conversion Rate in effect on such record date. If any such dividend or distribution is declared but not so paid or made, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared.

(e) Tender Offers or Exchange Offers . If the Company or any of its Subsidiaries makes a payment in respect of a tender offer or exchange offer for the Common Stock (other than an odd lot tender offer), to the extent that the cash and value of any other consideration included in the payment per share of Common Stock exceeds the Last Reported Sale Price of the Common Stock on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender offer or exchange offer (as it may be amended), the Conversion Rate will be increased based on the following formula:

CR 1 =CR 0	x	AC + ( SP 1 x OS 1 )
		OS 0 x SP 1

where

CR 0 =

the Conversion Rate in effect immediately prior to the Expiration Time;

CR 1 =

the Conversion Rate in effect immediately after the Expiration Time;

AC =	the aggregate value of all cash and any other consideration (as determined by the Board of Directors) paid or payable for shares purchased in such tender or exchange offer;

OS 0 =

the number of shares of Common Stock outstanding immediately prior to the time (the “Expiration Time”) on the date such tender or exchange offer expires (prior to giving effect to the purchase of all shares accepted for purchase or exchange in such tender or exchange offer);

OS 1 =

the number of shares of Common Stock outstanding immediately after the Expiration Time (after giving effect to the purchase of all shares accepted for purchase or exchange in such tender or exchange offer); and

SP 1 =

the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period (the “Averaging Period”) commencing on the Trading Day next succeeding the date such tender or exchange offer expires.

The adjustment to the Conversion Rate pursuant to this Section 10.05(e) will be calculated as of the Close of Business on the last Trading Day of the Averaging Period but will be given effect as of immediately after the Expiration Time, with retroactive effect. The Company shall delay the settlement of any conversion of Notes where the Conversion Date (in the case of Physical Settlement) or any Trading Day of the applicable Observation Period (in the case of Cash Settlement or Combination Settlement) occurs during the Averaging Period until the third (3rd) Business Day after the last day of the Averaging Period.

(f) Successive Adjustments. After an adjustment to the Conversion Rate under this Article 10 having been made, any subsequent event requiring an adjustment under this Article 10 will cause an adjustment to the Conversion Rate as so adjusted, without duplication.

(g) Adjustments Not Yet Effective. If a Holder converts a Note and, as of the Conversion Date for such Note, any distribution or transaction that requires an adjustment to the Conversion Rate pursuant to Sections 10.05(a) through (e) hereof has occurred but has not yet resulted in an adjustment to the Conversion Rate and the shares of Common Stock, if any, that such Holder will receive upon settlement of its converted Note are not entitled to participate in the relevant distribution or transaction (because they were not held on a related record date or otherwise), then the Company will adjust the number of shares of Common Stock that it delivers to such Holder to reflect the relevant distribution or transaction.

(h) Conversion Rate Adjustments where Converting Holders Participate in the Relevant Dividend, Distribution or other Transaction. Notwithstanding anything to the contrary herein or in the Notes, if a Conversion Rate adjustment becomes effective on any Ex-Dividend Date pursuant to Section 10.05, and a Holder that has converted its Notes on or after such Ex-Dividend Date and on or prior to the related record date would be treated, on such record date, as the record holder of the shares of Common Stock, if any, issuable upon such conversion based on an adjusted Conversion Rate for such Ex-Dividend Date, then the Conversion Rate adjustment relating to such Ex-Dividend Date will not be made for such converting holder. Instead, such Holder will be treated as if such Holder were, as of such record date, the record owner of such shares of Common Stock on an unadjusted basis and will participate in the related dividend, distribution or other event giving rise to such adjustment.

(i) Shareholder Rights Plans . If the Company has rights plan in effect when a Holder converts a Note, the Company will deliver to such Holder, in addition to any shares of Common Stock otherwise issuable to such Holder upon conversion of such Note, any rights that, under the rights plan, would be applicable to a share of Common Stock, unless prior to the Conversion Date for such Note, the rights have separated from the Common Stock, in which case, and only in such case, the Conversion Rate will be adjusted pursuant to Section 10.05(c)(i) as if, at the time of such separation, the Company had distributed to all holders of the Common Stock shares of its Capital Stock, evidences of its indebtedness, other assets or property of the Company or rights, options or warrants to acquire its Capital Stock, subject to readjustment in the event of the expiration, termination or redemption of such rights.

(j) Other Adjustments. Whenever any provision of this Indenture requires the calculation of the Last Reported Sale Price, a Daily VWAP or a function thereof over a period of multiple days (including any Observation Period and the Stock Price for purposes of a Make-Whole Fundamental Change), the Company will make appropriate adjustments to the Last Reported Sale Price or such function thereof to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend date, Effective Date or expiration date of the event occurs, at any time during such period.

(k) Restrictions on Adjustments . Except as a result of a reverse share split or share combination subject to Section 10.05(a), in no event will the Conversion Rate be adjusted downward pursuant to the formulae set forth in Sections 10.05(a), (b), (c), (d) or (e) hereof.

In addition, notwithstanding anything to the contrary elsewhere in this Indenture, the Conversion Rate will not be adjusted:

(i) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan;

(ii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of, or assumed by, the Company or any of its Subsidiaries;

(iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the preceding clause and outstanding as of the date of the Issue Date;

(iv) for a change in the par value of the Common Stock; or

(v) for accrued and unpaid interest.

(l) Deferral of Adjustments . The Company may defer any adjustment to the Conversion Rate unless such adjustment would increase or decrease the Conversion Rate by at least 1% of the Conversion Rate in effect at the time the Company would otherwise be required to make such adjustment; provided , however , that if the Company defers an adjustment pursuant to this Section 10.05(l), then the Company must carry forward such adjustment and take it into account in any future adjustment. Notwithstanding the foregoing, (i) on each Conversion Date (in the case of Physical Settlement) or on each Trading Day of any Observation Period (in the case of Cash Settlement or Combination Settlement), (ii) on the occurrence of any Fundamental Change or Make-Whole Fundamental Change and (iii) on every one-year anniversary of the Issue Date, the Company will give effect to all Conversion Rate adjustments that have otherwise been deferred pursuant to this Section 10.05(l), and such adjustments will no longer be carried forward and taken into account in any future adjustment.

(m) Miscellaneous .

(i) Certain Definitions.

(1) For purposes of this Section 10.05, (1) the number of shares outstanding at any time will include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock, but, (2) so long as the Company does not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the Company, will not include shares of Common Stock held in the treasury of the Company.

(2) For purposes of this Section 10.05, the term “Effective Date” will mean the first date on which the Common Stock trades on the applicable exchange or in the applicable market, regular way, reflecting the relevant share split or share combination, as applicable.

(3) For purposes of this Article 10, the term “Ex-Dividend Date” will mean the first date on which the shares of the Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive the issuance, dividend or distribution in question.

(ii) Notices . Upon the public announcement of any event that will require the Company to make an adjustment to the Conversion Rate pursuant to this Section 10.05, the Company will deliver to each Holder a written notice, which notice will include (i) a brief description of such event, (ii) the date on which the Company anticipates that such event will occur, (iii) the date on which the Company anticipates that the adjustment to the Conversion Rate will become effective, and (iv) if any record date, expiration date, Ex-Dividend Date or Effective Date is applicable to such event, such record date, expiration date, Ex-Dividend Date or Effective Date. Neither the failure to give such notice, nor any defect therein, will affect the legality or validity of such action by the Company.

Whenever the Company adjusts the Conversion Rate pursuant to this Section 10.05, the Company will promptly deliver to each Holder a written notice, which notice will include (i) a brief description of the event requiring adjustment to the Conversion Rate pursuant to this Section 10.05, (ii) the effective time of such adjustment, (iii) the Conversion Rate in effect immediately after such adjustment is made and (iv) a schedule explaining, in reasonable detail, how the Company calculated such adjustment. On the same day the Company delivers such notice to each Holder, the Company will deliver to the Trustee, the Paying Agent and the Conversion Agent an Officers’ Certificate that includes all of the information contained in such notice, which Officers’ Certificate each of the Trustee, the Paying Agent and the Conversion Agent may treat as conclusive evidence that the adjustment specified in such Officers’ Certificate is correct and will be in effect as of the effective time specified in such Officers’ Certificate. The failure to deliver such notice will not affect the legality or validity of any such adjustment.

Section 10.06 Voluntary Adjustments .

(a) Best Interest Increases . The Company may, from time to time, to the extent permitted by law and the rules of the New York Stock Exchange or any other securities exchange on which Common Stock is then listed, increase the Conversion Rate by any amount if (i) the Board of Directors determines that such increase is in the best interest of the Company, (ii) such increase is in effect for a period of at least 20 Business Days, and (iii) during such period, such increase is irrevocable.

(b) Tax-Related Increases . The Company may (but is not required to) increase the Conversion Rate if the Board of Directors determines that such increase is advisable to avoid, or diminish, any income tax imposed on holders of the Common Stock or rights to purchase the Common Stock as a result of any dividend or distribution of shares (or rights to acquire shares) or similar event treated as such for U.S. federal income tax purposes.

(c) Notices . Whenever the Board of Directors determines that the Company will increase the Conversion Rate pursuant to this Section 10.06, the Company will mail to each Holder notice of such increase at least 15 Business Days before such increase will take effect, which notice will state the increase to be made and the period during which such increase will be in effect. On the same day the Company mails such notice to each Holder, the Company will deliver to the Trustee, the Paying Agent and the Conversion Agent an Officers’ Certificate that includes all of the information contained in such notice, which Officers’ Certificate each of the Trustee, the Paying Agent and the Conversion Agent may treat as conclusive evidence that the adjustment specified in such Officers’ Certificate is correct and will be in effect as of the effective time specified in such Officers’ Certificate. The failure to deliver such notice will not affect the legality or validity of any such adjustment.

Section 10.07 Adjustments Upon a Make-Whole Fundamental Change .

(a) General . If (i) a Fundamental Change (determined after giving effect to the paragraph immediately following clause (d) of the definition thereof, but without regard to the exclusion in clause (b)(ii) of the definition thereof) occurs or (ii) the Company calls the Notes for redemption pursuant to Article 11 (either such event, a “Make-Whole Fundamental Change”), and a Holder converts its Notes in connection with such Make-Whole Fundamental Change, the Company will, in the circumstances described in this Section 10.07, increase the Conversion Rate for such Notes by the number of additional shares of Common Stock (the “Additional Shares”) set forth in this Section 10.07. For purposes of this Section 10.07, a conversion of Notes will be deemed to be “in connection with”:

(i) a Make-Whole Fundamental Change described in clause (i) of the definition of “Make-Whole Fundamental Change” if (A) for Conversion Dates prior to [ ] 33 , the applicable Conversion Date occurs during the period when the Notes are convertible on account of such Make-Whole Fundamental Change pursuant to

33	To be the date six months immediately preceding the Maturity Date.

Section 10.01(b)(iii)(2) and (B) for Conversion Dates on or after [ ] 34 if the applicable Conversion Date occurs during the period from, and including, the effective date of the Make-Whole Fundamental Change up to, and including, the Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for the exclusion in clause (b)(ii) of the definition thereof, the 35th Trading Day immediately following the effective date of such Make-Whole Fundamental Change).

(ii) a Make-Whole Fundamental Change described in clause (ii) of the definition of “Make-Whole Fundamental Change” if the Conversion Notice for such Notes is received by the Conversion Agent during the period beginning on, and including, the Redemption Notice Date and ending on the Close of Business on the Business Day immediately preceding the Redemption Date.

No later than two Business Days immediately after the effective date of a Make-Whole Fundamental Change described in clause (i) of the definition of Make-Whole Fundamental Change contained in this Section 10.07, the Company will notify the Holders of such effective date and issue a press release announcing such effective date. On the same day the Company notifies the Holders, the Company will deliver to the Trustee, the Paying Agent and the Conversion Agent an Officers’ Certificate that includes all of the information contained in such notice, which Officers’ Certificate each of the Trustee, the Paying Agent and the Conversion Agent may treat as conclusive evidence that the adjustment specified in such Officers’ Certificate is correct and will be in effect as of the effective time specified in such Officers’ Certificate. The failure to deliver such notice will not affect the legality or validity of any such adjustment.

(b) Determination of Additional Shares . The number of Additional Shares, if any, by which the Conversion Rate will be increased if a Holder converts a Note in connection with a Make-Whole Fundamental Change will be determined by reference to the table below, and will be based on the Make-Whole Fundamental Change Effective Date and the Stock Price for such Make-Whole Fundamental Change. For any Make-Whole Fundamental Change, the “Make-Whole Fundamental Change Effective Date” will mean, (i) if such Make-Whole Fundamental Change is of the type described in clause (i) of the definition of Make-Whole Fundamental Change, the date on which such Make-Whole Fundamental Change occurs or becomes effective, and (ii) if such Make-Whole Fundamental Change is of the type described in clause (ii) of the definition of Make-Whole Fundamental Change, the applicable Redemption Notice Date.

(c) Adjustment of Stock Prices and Additional Shares . The Stock Prices set forth in the first row ( i.e. , the column headers) of the table below will be adjusted on each date on which the Conversion Rate must be adjusted pursuant to Section 10.05. The adjusted Stock Prices will equal the Stock Prices in effect immediately prior to such adjustment, multiplied by a fraction, (i) the numerator of which is the Conversion Rate in effect immediately prior to the adjustment giving rise to the share price adjustment, and (ii) the denominator of which is the

34	To be the date six months immediately preceding the Maturity Date.

Conversion Rate in effect immediately after the adjustment. The numbers of Additional Shares set forth in the table below will be adjusted in the same manner, at the same time and for the same events for which the Conversion Rate is adjusted pursuant to Section 10.05 hereof.

(d) Additional Shares Table . The following table sets forth hypothetical Make-Whole Fundamental Change Effective Dates, Stock Prices and the number of Additional Shares by which the Conversion Rate will be increased per $1,000 principal amount of Notes for a Holder that converts a Note in connection with a Make-Whole Fundamental Change having such Make-Whole Fundamental Change Effective Date and Stock Price.

	Stock Price 35
Effective Date	$	$	$	$	$	$	$	$	$	$
[ ] 36
[ ] 37
[ ] 38
[ ] 39
[ ] 40
[ ] 41

(e) Use of Additional Shares Table . If the exact Stock Price and/or Make-Whole Fundamental Change Effective Date for a Make-Whole Fundamental Change are not set forth in the table above, then:

(i) if the Stock Price is between two Stock Prices in the table or the Make-Whole Fundamental Change Effective Date is between two Make-Whole Fundamental Change Effective Dates in the table, the number of Additional Shares by which the Conversion Rate will be increased for a Holder that converts a Note in connection with such Make-Whole Fundamental Change will be determined by a straight-line interpolation between the numbers of Additional Shares set forth for the higher and lower Stock Prices listed in the table and the earlier and later Make-Whole Fundamental Change Effective Dates listed in the table, as applicable, based on a 365- or 366-day year, as applicable;

35	Jefferies to provide make-whole table immediately prior to execution of this Indenture based on a customary Black-Scholes option pricing model.

36	To be the date on which this Indenture is executed.

37	To be the date four years immediately preceding the Maturity Date.

38	To be the date three years immediately preceding the Maturity Date.

39	To be the date two years immediately preceding the Maturity Date.

40	To be the date one year immediately preceding the Maturity Date.

41	To be the Maturity Date.

(ii) if the Stock Price is greater than $[ ] 42 , subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the table, no Additional Shares will be added to the Conversion Rate; and

(iii) if the Stock Price is less than $[ ] 43 per share, subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the table, no Additional Shares will be added to the Conversion Rate.

Notwithstanding the foregoing, in no event will the Conversion Rate be increased as a result of this Section 10.07 to exceed [ ] 44 shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment in the same manner, at the same time and for the same events for which the Conversion Rate must be adjusted as set forth in Section 10.05 hereof and subject to Section 10.03(a)(iv).

(f) Settlement Upon Conversion . If a Holder converts a Note in connection with a Make-Whole Fundamental Change, the Company will settle such conversion by delivering Conversion Consideration in accordance with Section 10.03 hereof; provided , however , that notwithstanding anything to the contrary in Section 10.03 hereof, if a Holder converts a Note in connection with a Make-Whole Fundamental Change described in clause (b)(ii) of the definition of Fundamental Change in which the holders of the Common Stock receive only cash in consideration for their shares of Common Stock, for any conversion of Notes on or following the Make-Whole Fundamental Change Effective Date for such Make-Whole Fundamental Change, the Company will settle such conversion by delivering to such Holder, on the third Business Day immediately following the Conversion Date for such Note, an amount of cash, for each $1,000 principal amount of such Note converted, equal to the product of (i) the Conversion Rate on the Conversion Date applicable to such Note (including any Additional Shares added to such Conversion Rate pursuant to this Section 10.07) and (ii) the Stock Price for such Make-Whole Fundamental Change.

Section 10.08 Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale .

(a) General. If any of the following events occur:

(i) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination or change only in par value or from par value to no par value or no par value to par value);

(ii) any consolidation, merger or combination involving the Company;

42	To be the highest Stock Price on the make-whole table in Section 10.07(d).

43	To be the lowest Stock Price on the make-whole table in Section 10.07(d).

44	To be a number of shares of Common Stock equal to $1,000, divided by the Last Reported Sale Price of the Common Stock on the last Trading Day of the averaging period used to determine the initial Conversion Price, rounded down to the nearest 1/10,000 th share of Common Stock.

(iii) any sale, lease or other transfer to a third party of the consolidated assets of the Company and its Subsidiaries substantially as an entirety; or

(iv) any statutory share exchange,

and, in each case, as a result of which the Common Stock would be converted into, or exchanged for, or represent solely the right to receive, stock, other securities, other property or assets (including cash or any combination thereof) (such stock, other securities, other property or assets, the “Reference Property,” and the amount and kind of Reference Property that a holder of one share of Common Stock would be entitled to receive on account of such transaction, a “Reference Property Unit”), then, notwithstanding anything to the contrary herein or in the Notes, (I) at the effective time of such transaction, the Conversion Consideration due upon conversion of any Notes, and the conditions to any such conversion, will be determined in the same manner as if each reference to any number of shares of Common Stock in this Article 10 were instead a reference to the same number of Reference Property Units; and (II) if such Reference Property Unit consists entirely of cash, then the Company will be deemed to elect Cash Settlement in respect of all conversions whose Conversion Date occurs on or after the effective date of the Merger Event and shall pay the cash due upon such conversions no later than the third (3rd) Business Day after the relevant Conversion Date. For these purposes, the Daily VWAP or Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof). An event requiring a change to the Conversion Consideration as provided in the immediately preceding sentence is herein referred to as a “Merger Event,” and the resulting, surviving or transferee Person (if other than the Company) of such Merger Event is herein referred to as the “Merger Successor Corporation.” At or before the effective date of such Merger Event, the Company and such Merger Successor Corporation will execute and deliver to the Trustee a supplemental indenture pursuant to Section 9.03 hereof, which supplemental indenture will (i) comply with the TIA as in force on the date such supplemental indenture is executed if this Indenture is then qualified under the TIA and such supplemental indenture is required by law to so comply; (ii) provide for subsequent conversions of Notes in the manner set forth in the first sentence of this Section 10.08(a); and (iii) provide for subsequent adjustments to the Conversion Rate pursuant to Section 10.05 in a manner that would have, as determined by the Board of Directors in good faith, an economic effect on the Holders as nearly equivalent as practicable to the economic effect the adjustments provided by Section 10.05 hereof would have had on the Holders but for such Merger Event. Following such transaction or event, the Company will continue to have the right to settle conversions of the Notes by paying cash, delivering Reference Property or paying and delivering, as the case may be, a combination of cash and Reference Property, at the Company’s election, subject to certain limitations, as provided in Section 10.03 above.

If the Reference Property consists of more than a single type of consideration (determined based in part upon any form of shareholder election), then the composition of the Reference Property Unit will be deemed to be the weighted average, per share of Common Stock, of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election (or, if no holders of Common Stock affirmatively make such

an election, the types and amounts of consideration actually received by the holders of Common Stock). The Company shall notify Holders of the weighted average as soon as practicable after such determination is made.

If the Reference Property Unit for a Merger Event includes shares of stock or other securities or assets of a Person other than the Merger Successor Corporation for such Merger Event, then such other company will also execute such supplemental indenture and such supplemental indenture will contain whatever additional provisions the Board of Directors considers to be reasonably necessary to protect the Holders and to calculate the value of a Reference Property Unit.

(b) In connection with any adjustment to the Conversion Rate described above, the Company will also adjust the Dividend Threshold based on the number of shares of Common Stock comprising the Reference Property Units and (if applicable) the value of any non-stock consideration comprising the Reference Property Units. If the Reference Property Units are composed solely of non-stock consideration, the Dividend Threshold will be zero.

(i) As soon as practicable upon learning the anticipated or actual effective date of any Merger Event, the Company will deliver written notice of such Merger Event to each Holder and the Trustee. Such Notice will include:

(1) a brief description of such Merger Event;

(2) the Conversion Rate in effect on the date the Company delivers such notice;

(3) the anticipated effective date for the Merger Event;

(4) that, on and after the effective date for the Merger Event, the Notes will be convertible into Reference Property Units and cash in lieu of fractional Reference Property Units; and

(5) the composition of the Reference Property Unit for such Merger Event.

(ii) As promptly as practicable after executing a supplemental indenture in accordance with Section 10.08(a) hereof, the Company will:

(1) file with the Trustee an Officers’ Certificate briefly describing the reasons therefor, the composition of the Reference Property Unit for such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent under this Indenture to such Merger Event have been complied with; and

(2) cause to be sent to each Holder a notice of the execution of such supplemental indenture and the composition of the Reference Property Unit for such

Merger Event; provided , that the failure to deliver such notice to any Holder will not affect the validity or legality of such supplemental indenture.

(d) Successive Merger Events . If more than one Merger Event occurs, this Section 10.08 will apply successively to each Merger Event.

(e) Compliance Covenant . The Company will not become a party to any Merger Event unless its terms are consistent with this Section 10.08.

Section 10.09 No Responsibility of Trustee or Conversion Agent . The Trustee and the Conversion Agent will not have any duty or responsibility to any Holder to determine whether any facts exist that require an adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. Neither the Trustee nor the Conversion Agent will be responsible for any failure of the Company to deliver the Conversion Consideration due upon the surrender of any Notes for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 10. Without limiting the generality of the foregoing, neither the Trustee nor the Conversion Agent will be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 10.08 hereof, including with respect to the calculation of the amount of Conversion Consideration receivable by Holders upon the conversion of their Notes after any Merger Event, and each, subject to the provisions of Article 7, may accept as conclusive evidence of the correctness of any such provisions, and will be protected in relying upon, the Officers’ Certificate (which the Company will be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Section 10.10 [ Reserved ] .

Section 10.11 Exchange in Lieu of Conversion . Notwithstanding anything herein to the contrary, when a Holder surrenders Notes for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or prior to the scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or, if the Company has elected Physical Settlement, on or prior to the second Business Day immediately following the relevant Conversion Date), such notes to a financial institution designated by the Company for exchange in lieu of conversion (the “Financial Institution”). In order to accept any Notes surrendered for conversion, the Financial Institution must agree to pay and/or deliver, as the case may be, in exchange for such Notes, all of the cash, shares of Common Stock or a combination thereof due upon conversion, all in accordance with Section 10.03 above. By the close of business on the Scheduled Trading Day immediately preceding the first trading day of the applicable Observation Period (or, if the Company has elected Physical Settlement, by the close of business on the second Business Day immediately following the relevant Conversion Date), the Company will notify the Holder surrendering notes for conversion that the Company has directed the Financial Institution to make an exchange in lieu of conversion. If the Financial Institution accepts any such Notes, it will pay and/or deliver, as the case may be, the cash, shares or Common Stock or a combination thereof due upon conversion to the Conversion Agent, and the Conversion Agent will pay and/or deliver such cash and/or shares of Common Stock to the Holder on the third Business Day immediately following the last Trading Day of the applicable

Observation Period (or, if the Company has elected Physical Settlement, on the third Business Day immediately following the relevant Conversion Date). Any Notes exchanged by the Financial Institution will remain outstanding. If the Financial Institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the related cash, shares of Common Stock or a combination thereof, as the case may be, or if the Financial Institution does not accept the Notes for exchange, the Company shall, as promptly as practical thereafter, convert the Notes and pay and/or deliver, as the case may be, the cash, shares or Common Stock or a combination thereof due upon conversion on the third Business Day immediately following the last Trading Day of the applicable Observation Period (or, if the Company has elected Physical Settlement, on the third Business Day immediately following the relevant Conversion Date) as provided in Section 10.03 above. The Company’s designation of the Financial Institution to which the Notes may be submitted for exchange does not require the Financial Institution to accept any Notes (unless the Financial Institution has separately made an agreement with the Company). The Company may, but will not be obligated to, enter into a separate agreement with any Financial Institution that would compensate it for any such transaction.

ARTICLE XI

REDEMPTION AT THE OPTION OF THE COMPANY

Section 11.01 No Sinking Fund . No sinking fund is provided for the Notes.

Section 11.02 Right To Redeem the Notes .

(a) General . Prior to [ ] 45 , the Company may not redeem the Notes. On or after [ ] 46 , and prior to the Maturity Date, the Company may redeem (a “Redemption”) all, but not less than all, of the Notes on the Redemption Date for an amount of cash equal to the Redemption Price for such Redemption Date if the Last Reported Sale Price of the Common Stock equals or exceeds 130% of the Conversion Price in effect on each of at least 20 Trading Days, whether or not consecutive, during the 30 consecutive Trading Day period ending on the Trading Day immediately preceding the date on which the Company delivers the Redemption Notice for such redemption pursuant to Section 11.03 hereof.

(b) The “Redemption Price” means, for any Notes to be redeemed on a Redemption Date, a price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, on such Notes to, but excluding, such Redemption Date; provided , however , that if a Redemption Date occurs after a Regular Record Date, but on or prior to the Interest Payment Date corresponding to such Regular Record Date, the Redemption Price for any Notes to be redeemed will equal 100% of the principal amount of such Notes, and any accrued and unpaid interest on such Notes to, but excluding, such Interest Payment Date will be payable, on such Interest Payment Date, to the Holder of such Notes at the Close of Business on such Regular Record Date.

45	To be the date two years immediately preceding the Maturity Date.

46	To be the date two years immediately preceding the Maturity Date.

(c) The “Redemption Date” means, for any redemption, the date specified as such on the Redemption Notice for such redemption, which date must be a Business Day and must be not less than 5 Business Days, nor more than 45 Business Days, immediately following the date on which the Company delivers such Redemption Notice.

Section 11.03 Redemption Notice . At least 5 Business Days but not more than 45 Business Days prior to any Redemption Date, the Company will send to each Holder (and to any beneficial owner of a Global Note, as required by applicable law) a written notice of redemption (the “Redemption Notice,” and the date of such sending, the “Redemption Notice Date”) and, substantially contemporaneously therewith, the Company will issue a press release announcing such redemption or announce such redemption on its website or through such other public medium as the Company may use at such time.

For any redemption, the Redemption Notice corresponding to such redemption will specify:

(a) briefly, a description of the Company’s redemption right under this Indenture;

(b) the Redemption Price for such Redemption Date (for each $1,000 principal amount of Notes);

(d) the name and address of the Paying Agent and of the Conversion Agent;

(e) that Notes called for redemption may be converted at any time before the Close of Business on the Business Day immediately preceding the Redemption Date;

(f) the Conversion Rate in effect on the Redemption Notice Date for such redemption;

(g) any Additional Shares by which the Conversion Rate will be increased pursuant to Section 10.07 hereof for a Holder that converts a Note “in connection with” the Company’s election to redeem the Notes;

(h) that Notes must be surrendered to the Paying Agent on or before the Redemption Date to collect the Redemption Price;

(i) that, unless the Company defaults in paying the Redemption Price on the Redemption Date, interest, if any, on a Note will cease to accrue on and after the Redemption Date; and

(j) the CUSIP and ISIN number(s) of the Notes.

On any Redemption Notice Date, the Company will also furnish to the Trustee an Officers’ Certificate, which Officers’ Certificate will set forth the aggregate principal amount of

Notes then outstanding and include a copy of the Redemption Notice delivered by the Company on such Redemption Notice Date.

Section 11.04 Effect of Redemption Notice . After the Company has delivered a Redemption Notice, each Holder will have the right to receive payment of the Redemption Price for its Notes on the later of (i) the Redemption Date and (ii)(a) if the Notes are Definitive Notes, delivery of its Notes to the Paying Agent or (b) if the Notes are Global Notes, compliance with the Applicable Procedures relating to the redemption and delivery of the beneficial interests to be redeemed to the Paying Agent; provided , however , that, until the Close of Business on the Business Day immediately preceding such Redemption Date, Holders may convert their Notes, regardless of whether they have been delivered to the Paying Agent for redemption, by complying with the requirements for conversion set forth in Article 10.

Section 11.05 Deposit of Redemption Price . Prior to 11:00 a.m., New York City time, on the Redemption Date, the Company will deposit with the Paying Agent (or, if the Company or a Subsidiary or an Affiliate of either of them is acting as the Paying Agent, will segregate and hold in trust as provided in Section 2.07 hereof) an amount of immediately available funds sufficient to pay the Redemption Price of all of the then outstanding Notes.

Section 11.06 Effect of Deposit . If, as of 11:00 a.m., New York City time, on any Redemption Date, the Company, in accordance with Section 11.05 hereof, has deposited with the Paying Agent money sufficient to pay the Redemption Price for every Note validly delivered in accordance with Section 11.04 hereof (and not converted before such Redemption Date), then, at the Close of Business on such Redemption Date:

(a) every Note outstanding immediately prior to the Close of Business on such Redemption Date will cease to be outstanding and interest, if any, on such Notes will cease to accrue (regardless of whether such Notes were delivered to the Paying Agent or book-entry transfer has been made, as applicable), except to the extent provided in the proviso to Section 11.02(b); and

(b) all other rights of the Holders of such Notes with respect to such Notes (other than the right to receive payment of the Redemption Price or, in the case of Notes surrendered for conversion in accordance with Article 10 hereof, the right to receive the Conversion Consideration due upon conversion of such Notes, and other than as provided in the proviso to Section 11.02(b)) will terminate.

Section 11.07 Covenant Not to Redeem Notes During a Continuing Acceleration With Respect to the Notes

(a) General . Notwithstanding anything to the contrary in this Article 11, the Company will not redeem any Notes under this Article 11 if the principal amount of the Notes has been accelerated and such acceleration has not been rescinded on, or prior to, the Redemption Date (except in the case of an acceleration resulting from a default by the Company that would be cured by the Company’s payment of the Redemption Price for such Notes).

(b) Return of Notes . If a Holder delivers a Note for redemption pursuant to Section 11.04 and, on the Redemption Date, pursuant to this Section 11.07, the Company is not permitted to redeem such Note, the Paying Agent will (i) if such Note is a Definitive Note, return such Note to such Holder, and (ii) if such Note is held in book-entry form, in compliance with the Applicable Procedures, deem to be cancelled any instructions for book-entry transfer of such Note.

Section 11.08 Repayment to the Company . Subject to any applicable property laws, if, six months after the Redemption Date, any cash held by the Paying Agent remains unclaimed, the Paying Agent will promptly return such cash to the Company; provided , however , that, to the extent that the aggregate amount of cash deposited by the Company pursuant to Section 11.05 exceeds the aggregate Redemption Price of every Note outstanding, then as soon as practicable following the Redemption Date, the Trustee will return such excess to the Company.

ARTICLE XII

MISCELLANEOUS

Section 12.01 [ Reserved ] .

Section 12.02 Notices . Any request, demand, authorization, notice, waiver, consent or communication will be in writing and delivered in Person or mailed by first-class mail, postage prepaid, addressed as follows or transmitted by facsimile transmission or other similar means of unsecured electronic methods to the following:

if to the Company:

GAIN Capital Holdings, Inc.

Bedminster One

135 Route 202/206

Bedminster, New Jersey 07921

Facsimile: (866) 861-1673

Attn: General Counsel

if to the Trustee, Registrar, Paying Agent or Conversion Agent:

The Bank of New York Mellon

101 Barclay Street – Floor 7W

New York, NY 10286

Facsimile: (212) 815-5704

Attn: Corporate Trust Administration – Gain Holdings, Inc.

The Company or the Trustee, by notice given to the other in the manner provided above, may designate additional or different addresses for subsequent notices or communications.

Any notice or communication given to a Holder will be mailed to the Holder, by first class mail, postage prepaid, at the Holder’s address as it appears on the registration books of the

Registrar and will be deemed given on the date of such mailing; provided , however , that with respect to any Global Note, such notice or communication will be sent to the Holder thereof pursuant to the Applicable Procedures.

Failure to mail or send a notice or communication to a Holder or any defect in it will not affect its sufficiency with respect to other Holders. If a notice or communication is mailed or sent in the manner provided above, it is duly given, whether or not received by the addressee.

If the Company mails or sends a notice or communication to the Holders, it will, at the same time, mail a copy to the Trustee and each of the Registrar, Paying Agent and Conversion Agent.

If the Company is required under this Indenture to give a notice to the Holders, in lieu of delivering such notice to the Holders, the Company may deliver such notice to the Trustee and cause the Trustee, at the Company’s expense, to have delivered such notice to the Holders on or prior to the date on which the Company would otherwise have been required to deliver such notice to the Holders. In such a case, the Company will also cause the Trustee to mail a copy of the notice to each of the Registrar, Paying Agent and Conversion Agent at the same time it sends the notice to the Holders.

Section 12.03 Certificate and Opinion as to Conditions Precedent . Upon any request or application by the Company to the Trustee to take any action under this Indenture other than the authentication of the initial Definitive Note on the Issue Date, the Company will furnish to the Trustee:

(a) an Officers’ Certificate stating that, in the judgment or opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

(b) an Opinion of Counsel stating that, in the judgment or opinion of such counsel, all such conditions precedent relating to the proposed action (to the extent of legal conclusions and subject to reasonable assumptions and exclusions) have been complied with.

Section 12.04 Statements Required in Certificate or Opinion . Each Officers’ Certificate or Opinion of Counsel with respect to compliance with a covenant or condition (except for such Officers’ Certificate required to be delivered pursuant to Section 4.05 hereof) provided for in this Indenture will include:

(a) a statement that each Person making such Officers’ Certificate or Opinion of Counsel has read such covenant or condition;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements, judgments or opinions contained in such Officers’ Certificate or Opinion of Counsel are based;

(c) a statement that, in the judgment or opinion of each such Person, he has made such examination or investigation as is necessary to enable such Person to express an

informed judgment or opinion to whether or not such covenant or condition has been complied with; and

(d) a statement that, in the judgment or opinion of such Person, such covenant or condition has been complied with.

Section 12.05 Separability Clause . In case any provision in this Indenture or in the Notes will be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

Section 12.06 Rules by Trustee . The Trustee may make reasonable rules for action by, or a meeting of, Holders.

Section 12.07 Governing Law and Waiver of Jury Trial . THE INDENTURE AND EACH NOTE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. EACH OF THE COMPANY, THE TRUSTEE AND EACH HOLDER OF ANY NOTE BY HIS ACCEPTANCE THEREOF HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.

Section 12.08 No Recourse Against Others . A director, officer, employee or stockholder, as such, of the Company will not have any liability for any obligations of the Company under the Notes or this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Holder will waive and release all such liability. The waiver and release will be part of the consideration for the issuance of the Notes.

Section 12.09 Calculations . Except as otherwise provided in this Indenture, the Company will be responsible for making all calculations called for under the Notes and this Indenture. These calculations include, but are not limited to, determinations of the Last Reported Sale Price of the Common Stock or any other security, the Daily Settlement Amounts, the Daily Conversion Values, accrued interest payable on the Notes and the Conversion Rate in effect on any Conversion Date.

The Company will make all calculations in good faith and, absent manifest error, its calculations will be final and binding on all Holders. The Company will provide a schedule of its calculations to each of the Trustee, the Paying Agent and the Conversion Agent, and each of the Trustee and Conversion Agent is entitled to rely conclusively upon the accuracy of the Company’s calculations without independent verification. If any Holder requests from the Trustee a copy of such schedule, the Trustee will promptly forward a copy of such schedule to such Holder. In no event will the Trustee, the Paying Agent or Conversion Agent be responsible for making any calculations under this Indenture or for determining amounts to be paid or for monitoring any stock price. Nor will the Trustee or Conversion Agent be charged with knowledge of or have any duties to monitor any Measurement Period or Observation Period.

All calculations will be made to the nearest cent or to the nearest 1/10,000th of a share, as the case may be, with 5/100,000ths rounded upward.

Section 12.10 Successors . All agreements of the Company, the Trustee, the Registrar, the Paying Agent and the Conversion Agent in this Indenture and the Notes will bind their respective successors.

Section 12.11 Multiple Originals . The parties may sign any number of copies of this Indenture. Each signed copy will be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission will constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF will be deemed to be their original signatures for all purposes.

Section 12.12 Table of Contents; Headings . The table of contents and headings of the articles and sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof, and will not modify or restrict any of the terms or provisions hereof.

Section 12.13 Force Majeure . The Trustee, Registrar, Paying Agent and Conversion Agent will not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of such Person (including, but not limited to, any act or provision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility).

Section 12.14 Submission to Jurisdiction . The Company: (a) agrees that any suit, action or proceeding against it arising out of or relating to this Indenture or the Notes, as the case may be, may be instituted in any U.S. federal court with applicable subject matter jurisdiction sitting in The City of New York; (b) waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding, and any claim that any suit, action or proceeding in such a court has been brought in an inconvenient forum; and (c) submits to the nonexclusive jurisdiction of such courts in any suit, action or proceeding.

Section 12.15 Legal Holidays . If the Maturity Date or any Interest Payment Date, Fundamental Change Repurchase Date or Redemption Date is not a Business Day, then any action to be taken on such date need not be taken on such date, but may be taken on the immediately following Business Day with the same force and effect as if taken on such date, and no interest will accrue for the period from and after such date.

Section 12.16 No Security Interest Created . Except as provided in Section 7.06 or 9.01(b) hereof, nothing in this Indenture or in the Notes, expressed or implied, will be construed to constitute a security interest under the Uniform Commercial Code or similar legislation, as now or hereafter enacted and in effect, in any jurisdiction.

Section 12.17 Benefits of Indenture . Nothing in this Indenture or in the Notes, expressed or implied, will give to any Person, other than the parties hereto, any Paying Agent, Conversion Agent, Registrar, and their successors hereunder, and the Holders any benefit or any legal or equitable right, remedy or claim under this Indenture.

Section 12.18 U.S.A. Patriot Act . The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee, like all financial institutions, in order to help fight the funding of terrorism and money laundering, is required to obtain, verify and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the U.S.A. Patriot Act.

[ Signature Pages Follow ]

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the day and year first written above.

	GAIN CAPITAL HOLDINGS, INC.

	By:
		Name:
		Title:

[Signature Page to Indenture]

IN WITNESS WHEREOF, the undersigned, being duly authorized, has executed this Indenture as of the day and year first before written.

	THE BANK OF NEW YORK MELLON, as Trustee

	By:
		Name:
		Title:

[Signature Page to Indenture]

EXHIBIT A

FORM OF NOTE

[FORM OF FACE OF NOTE]

[Include the following legend for Global Notes only (the “Global Notes Legend”):]

THIS IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS NOTE FOR ALL PURPOSES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL NOTE WILL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY, OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE WILL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE 2 OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

[Include the following legend on all Notes that are Restricted Notes (the “Restricted Notes Legend”):]

THIS SECURITY AND ANY COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER AGREES FOR THE BENEFIT OF GAIN CAPITAL HOLDINGS, INC. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN EXCEPT:

(A)

TO THE COMPANY OR ANY SUBSIDIARY THEREOF, OR

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(B)

PURSUANT TO A REGISTRATION STATEMENT WHICH IS EFFECTIVE UNDER THE SECURITIES ACT, OR

(C)

PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(C) ABOVE, THE COMPANY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

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No.:

CUSIP:

ISIN:

[ ]

[ ]*

Principal Amount $[ ]

[as revised by the Schedule of Increases

and Decreases of Global Note attached hereto] 1

GAIN Capital Holdings, Inc.

4.125% Convertible Senior Notes due [ ] 47

GAIN Capital Holdings, Inc., a Delaware corporation, promises to pay to [ ], 2 or registered assigns, the principal amount of $[ ] [(as revised by the Schedule of Increases and Decreases of Global Note attached hereto)] 3 on [ ] 48 .

Interest Payment Dates: [ ] 49 and [ ] 50 of each year, beginning [ ] 51 .

Regular Record Dates: [ ] 52 and [ ] 53 of each year, beginning [ ] 54 .

Additional provisions of this Note are set forth on the other side of this Note.

* Upon the removal of the Restricted Notes Legend in accordance with the within-mentioned Indenture, these CUSIP and ISIN numbers will be deemed removed and replaced with the CUSIP number [ ] and ISIN number [ ].

1 Include for Global Notes only.

2 Insert Cede & Co. for Global Notes.

3 Include for Global Notes only.

47	To be the year in which the Maturity Date falls.

48	To be the Maturity Date.

49	To be the day and month six months immediately following the day and month on which the Maturity Date falls.

50	To be the day and month on which the Maturity Date falls.

51	To be the first possible Interest Payment Date that is at least six months following the date of this Indenture.

52	To be the 15 th calendar day of the month immediately preceding the first Interest Payment Date specified above.

53	To be the 15 th calendar day of the month immediately preceding the second Interest Payment Date specified above.

54	To be the Regular Record Date corresponding to the first Interest Payment Date.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

Date: [ ] 55

	GAIN CAPITAL HOLDINGS, INC.

	By:
		Name:
		Title:


	By:
		Name:
		Title:

55	To be the date on which this Indenture is executed.

[Signature Page to Global Note]

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

THE BANK OF NEW YORK MELLON, as Trustee, certifies that this is one of the Notes referred to in the within-mentioned Indenture.

	By:
		Authorized Signatory

		Dated:

Certificate of Authentication – GAIN Capital Holdings, Inc. 4.125% Convertible Senior Note

[FORM OF REVERSE OF NOTE]

GAIN CAPITAL HOLDINGS, INC.

4.125% Convertible Senior Notes due [ ] 56

This Note is one of a duly authorized issue of notes of GAIN Capital Holdings, Inc. (the “Company”), designated as its 4.125% Convertible Senior Notes due [ ] 57 (the “Notes”), all issued or to be issued under and pursuant to an indenture dated as of the Issue Date (the “Indenture”), between the Company and The Bank of New York Mellon (the “Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders. Capitalized terms used herein and not defined herein have the meanings ascribed to them in the Indenture, and the terms of the Notes include those stated in the Indenture and those incorporated into the Indenture. Notwithstanding anything herein to the contrary, to the extent that any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture will govern and control.

1.	Interest .

This Note will bear interest at a rate equal to 4.125% per annum. Interest on this Note will accrue from the most recent date to which interest has been paid or provided for, or, if no interest has been paid or provided for, the Issue Date. Interest will be payable semiannually in arrears on [ ] 58 and [ ] 59 of each year, beginning on [ ] 60 . Each payment of cash interest on this Note will include interest accrued for the period commencing on and including the immediately preceding Interest Payment Date (or, if none, the Issue Date) through, and including, the day before the applicable Interest Payment Date.

Pursuant to Section 4.04 of the Indenture, in certain circumstances, the Company will pay Additional Interest on this Note.

Pursuant to Section 6.04 of the Indenture, in certain circumstances, the Company will pay an Extension Fee on this Note.

Pursuant to Section 2.04 of the Indenture, in certain circumstances, the Company will pay Default Interest on Defaulted Amounts with respect to this Note.

2.	Method of Payment .

56	To be the year in which the Maturity Date falls.

57	To be the year in which the Maturity Date falls.

58	To be the day and month six months immediately folowing the day and month on which the Maturity Date falls.

59	To be the day and month on which the Maturity Date falls.

60	To be the first possible Interest Payment Date that is at least six months following the date of this Indenture.

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The Company will promptly make all payments on this Note on the dates and in the manner provided herein and in the Indenture. Payments on Notes represented by a Global Note (including principal and interest) will be made by wire transfer of immediately available funds to the accounts specified by Depositary. The Company will pay principal of, and any Fundamental Change Repurchase Price or Redemption Price for, Definitive Notes at the office or agency designated by the Company for such purpose. Interest on Definitive Notes will be made by check or by wire transfer, as described in Section 2.04, except that any payment of Interest due on the Maturity Date will be made at the office or agency designated by the Company for such purpose. All payments on this Note will be made in money of the United States that at the time of payment is legal tender for payment of public and private debts.

3.	Paying Agent, Conversion Agent and Registrar .

Initially, The Bank of New York Mellon will act as the Trustee, Paying Agent, Conversion Agent and Registrar. The Company may appoint and change any Paying Agent, Conversion Agent or Registrar; provided , that the Company will maintain at least one Paying Agent, Conversion Agent and Registrar in the continental United States. The Company or any of its Subsidiaries or any of their Affiliates may act as Paying Agent, Conversion Agent or Registrar.

4.	Repurchase By the Company at the Option of the Holder upon a Fundamental Change .

At the option of the Holder, and subject to the terms and conditions of the Indenture, upon the occurrence of a Fundamental Change, each Holder will have the right, at its option, to require the Company to repurchase for cash all of its Notes, or any portion of its Notes having a principal amount equal to $1,000 or an integral multiple of $1,000 in excess thereof, at a Fundamental Change Repurchase Price equal to 100% of the principal amount of Notes to be purchased plus accrued and unpaid interest, if any, to but excluding, the Fundamental Change Repurchase Date, unless the Fundamental Change Repurchase Date occurs after a Regular Record Date and on or prior to the Interest Payment Date corresponding to such Regular Record Date, in which case the Company will pay the accrued and unpaid interest on such Notes, on such Interest Payment Date, to the Holder of such Notes as of the Close of Business on such Regular Record Date, and the Fundamental Change Repurchase Price shall not include such accrued and unpaid interest. To exercise its purchase right, a Holder must comply with the procedures set forth in Article 3 of the Indenture.

5.	Redemption at the Option of the Company .

Prior to [ ] 61 , the Company may not redeem the Notes. Subject to the terms of the Indenture, on or after [ ] 62 , and prior to the Maturity Date, the Company may redeem all, but not less than all, of the Notes if the Last Reported Sale Price of the Common Stock equals or exceeds 130% of the Conversion Price in effect on each of at least 20 Trading Days, whether or not consecutive, during the 30 consecutive Trading Day period ending on the Trading Day

61	To be the date two years immediately preceding the Maturity Date.

62	To be the date two years immediately preceding the Maturity Date.

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immediately prior to the date the Company delivers the Redemption Notice for such redemption. Any Redemption Date must be at least 5 Business Days, but not more than 45 Business Days, after the date on which the Company delivers the applicable Redemption Notice. The Redemption Price that the Company will pay for any Notes that it redeems will equal to 100% of the principal amount of Notes to be purchased plus accrued and unpaid interest, if any, to but excluding, the Redemption Date, unless the Redemption Date occurs after a Regular Record Date and on or before the Interest Payment Date corresponding to such Regular Record Date, in which case the Redemption Price for any Notes to be redeemed will equal 100% of the principal amount of such Notes, and accrued and unpaid interest, if any, on such Notes to, but excluding, such Interest Payment Date will be payable, on such Interest Payment Date, to the Holder of such Notes at the Close of Business on such Regular Record Date.

6.	Conversion .

Subject to, and upon compliance with, the provisions of Article 10 of the Indenture, a Holder may, at its option, convert all of its Notes, or any portion of its Notes having a principal amount equal to $1,000 or an integral multiple of $1,000 in excess thereof, (i) subject to satisfaction of the conditions and during the periods set forth in Section 10.01(b) of the Indenture, at any time prior to the Close of Business on the Business Day immediately preceding [ ] 63 and (ii) irrespective of the conditions set forth in Section 10.01(b) of the Indenture, on or after [ ] 64 , and prior to the Close of Business on the Business Day immediately preceding the Maturity Date, in each case, into Conversion Consideration, as provided in Article 10 of the Indenture, based on the Conversion Rate. Notes may not be converted after the Close of Business on the Business Day immediately preceding the Maturity Date.

7.	Denominations; Transfer; Exchange .

The Notes are in fully registered form, without coupons, in minimum denominations of $1,000 of principal amount and in integral multiples of $1,000 in excess thereof. A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law. The Registrar need not transfer or exchange any Notes in respect of which a Fundamental Change Repurchase Notice has been given and not withdrawn (except, in the case of a Note to be repurchased in part, the portion of the Note not to be repurchased), after the Company has delivered a Redemption Notice (except to the extent that Notes are converted or the Company fails to pay the Redemption Price in accordance with Article 11 of the Indenture) or in respect of which a Conversion Notice has been given (except, in the case of a Note to be converted in part, the portion of the Note not to be converted).

8.	Amendment, Supplement and Waiver .

Subject to certain exceptions, the Indenture permits the Indenture and the Notes to be amended or supplemented with the written consent of the Holders of at least a majority in

63	To be the date six months immediately preceding the Maturity Date.

64	To be the date six months immediately preceding the Maturity Date.

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aggregate principal amount of the then outstanding Notes. In certain circumstances, the Company and the Trustee may also amend or supplement the Indenture or the Notes without the consent of any Holder. Subject to certain exceptions, the Indenture permits the waiver of certain Events of Default or the noncompliance with certain provisions of the Indenture and of the Notes with the written consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes.

9.	Defaults and Remedies .

Subject to the immediately following paragraph, if an Event of Default specified in the Indenture occurs and is continuing, the Trustee, by delivering a written notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by delivering a written notice to the Company and the Trustee, may declare all the Notes to be due and payable immediately by delivering notice to the Company. In addition, certain specified Events of Default will cause the Notes to become immediately due and payable without the Trustee or Holders taking any action.

If the Company so elects, the sole remedy for an Event of Default relating to the Company’s failure to comply with the reporting obligations under Section 4.03 of the Indenture will for the first 180 days after the occurrence of such Event of Default, beginning on, and including, the date of which such an Event of Default first occurs, consist exclusively of the right to receive an Extension Fee on the principal amount of the Notes then outstanding.

Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives indemnity or security satisfactory to it. Holders of a majority of the principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power, subject to certain limitations set forth in the Indenture. Subject to certain exceptions, the Trustee may withhold from Holders notice of any continuing Event of Default or Default if it determines that withholding notice is in their interest.

10.	Persons Deemed Owners .

The Holder of this Note will be treated as the owner of this Note for all purposes.

11.	Unclaimed Money or Notes .

The Trustee and the Paying Agent will return to the Company upon written request any money or securities held by them for the payment of any amount with respect to the Notes that remain unclaimed for two years, subject to applicable unclaimed property law. After return to the Company, Holders entitled to the money or securities must look to the Company for payment as general creditors, unless an applicable abandoned property law designates another Person.

12.	Trustee Dealings with the Company .

The Trustee, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and collect obligations owed to it by the Company or its

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Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not the Trustee.

13.	Calculations in Respect of Notes .

Except as otherwise provided in the Indenture, the Company will be responsible for making all calculations called for under the Notes and the Indenture. These calculations include, but are not limited to, determinations of the Last Reported Sale Price of the Common Stock or any other security, the Daily Settlement Amounts, the Daily Conversion Values, accrued interest payable on the Notes and the Conversion Rate in effect on any Conversion Date.

The Company will make all these calculations in good faith and, absent manifest error, its calculations will be final and binding on all Holders.

14.	No Recourse Against Others .

A director, officer, employee or stockholder, as such, of the Company will not have any liability for any obligations of the Company under the Notes or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Holder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Notes.

15.	Authentication .

This Note will not be valid until an authorized signatory of the Trustee manually signs the Trustee’s certificate of authentication on the other side of this Note.

16.	Abbreviations .

Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with right of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

17.	GOVERNING LAW .

THE INDENTURE AND THE NOTES WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

18.	CUSIP Numbers .

Pursuant to a recommendation promulgated by the Committee on Uniform Note Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in any notices as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice, and reliance may be placed only on the other identification numbers placed thereon.

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The Company will furnish to any Holder, upon written request and without charge, a copy of the Indenture which has in it the text of this Note. Requests may be made to:

GAIN Capital Holdings, Inc.

Bedminster One

135 Route 202/206

Bedminster, New Jersey 07921

Facsimile: (866) 861-1673

Attn: General Counsel

A-6

CONVERSION NOTICE

GAIN CAPITAL HOLDINGS, INC.

4.125% CONVERTIBLE SENIOR NOTES DUE [ ] 65

To convert this Note, check the box  o

To convert the entire principal amount of this Note, check the box  o

To convert only a portion of the principal amount of this Note, check the box o and here specify the principal amount to be converted, which principal amount must equal $1,000 or an integral multiple of $1,000 in excess thereof:

Signature Guaranteed

_______________________________________

Participant in a Recognized Signature

Guarantee Medallion Program

By:
	Authorized Signatory

65	To be the year in which the Maturity Date falls.

A-7

FUNDAMENTAL CHANGE REPURCHASE NOTICE

The Bank of New York Mellon

101 Barclay Street – Floor 7W

New York, NY 10286

Attn: Corporate Trust Administration – Gain Holdings, Inc.

The undersigned registered owner of this Note hereby acknowledges receipt of a notice from GAIN Capital Holdings, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Repurchase Date and requests and instructs the Company to pay to the Holder hereof in accordance with the applicable provisions of the Indenture referred to in this Note (1) the entire principal amount of this Note, or the portion thereof (that is equal to $1,000 principal amount or an integral multiple of $1,000 in excess thereof) below designated, and (2) if such Fundamental Change Repurchase Date does not occur during the period after a Regular Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest, if any, thereon to, but excluding, such Fundamental Change Repurchase Date.

Principal amount to be repaid (if less than all): $ ,000

Signature Guaranteed

____________________________________

Participant in a Recognized Signature

Guarantee Medallion Program

By:
	Authorized Signatory

A-8

[ Include for Global Note ]

SCHEDULE OF INCREASES AND DECREASES OF GLOBAL NOTE

Initial Principal Amount of Global Note: $[ ]

Date	Amount of Increase in Principal Amount of Global Note	Amount of Decrease in Principal Amount of Global Note	Principal Amount of Global Note After Increase or Decrease	Notation by Registrar or Note Custodian

A-9

EXHIBIT B

FORM OF TRANSFER CERTIFICATE

GAIN CAPITAL HOLDINGS, INC.

4.125% CONVERTIBLE SENIOR NOTES DUE [ ] 66

Transfer Certificate

In connection with any transfer of any of this Note, the undersigned registered owner of this Note hereby certifies, with respect to $[ ] principal amount of the above-captioned Notes presented or surrendered on the date hereof (the “Surrendered Note”) for registration of transfer, or for exchange or conversion where the securities issuable upon such exchange or conversion are to be registered in a name other than that of the undersigned registered owner (each such transaction being a “Transfer”), that such Transfer complies with the restrictive legend set forth on the face of the Surrendered Note for the reason checked below:

o	The Transfer of the Surrendered Note is being made to the Company or a Subsidiary thereof; or

o	The Transfer of the Surrendered Note is being made pursuant to an effective registration statement under the Securities Act; or

o	The Transfer of the Surrendered Note is being made pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act.

Date:

By:

(If the registered owner is a corporation, partnership or fiduciary, the title of the Person signing on behalf of such registered owner must be stated.)

Signature Guaranteed

_______________________________________

Participant in a Recognized Signature

Guarantee Medallion Program

By:
	Authorized Signatory

66	To be the year in which the Maturity Date falls.

B-1

EXHIBIT C

[FORM OF RESTRICTED STOCK LEGEND]

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER AGREES FOR THE BENEFIT OF GAIN CAPITAL HOLDINGS, INC. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT:

(A)

TO THE COMPANY OR ANY SUBSIDIARY THEREOF, OR

(B)

PURSUANT TO A REGISTRATION STATEMENT WHICH IS EFFECTIVE UNDER THE SECURITIES ACT, OR

(C)

PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(C) ABOVE, THE COMPANY AND THE TRANSFER AGENT RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

C-1

Exhibit 10.1

STOCKHOLDERS’ AGREEMENT

effective as of

October 31, 2014

among

GAIN CAPITAL HOLDINGS, INC.,

CITY INDEX GROUP LIMITED

and

The Persons listed as “Stockholders” on the

Signature Pages hereto

TABLE OF CONTENTS

Page

ARTICLE 1
Definitions

Section 1.01.	Definitions	1
Section 1.02.	Other Definitional and Interpretative Provisions	5

ARTICLE 2
Board; Standstill, Voting

Section 2.01.	Appointment to Company Board	5
Section 2.02.	Stockholder Standstill	7
Section 2.03.	Stockholders Voting Obligations	8

ARTICLE 3
Restrictions on Transfer

Section 3.01.	General Restrictions on Transfer	8
Section 3.02.	Legends	9
Section 3.03.	Permitted Transferees	9
Section 3.04.	Restrictions on Transfers by the Stockholder	9
Section 3.05.	Notices of Transfer	10
Section 3.06.	Cooperation by the Company	10

ARTICLE 4
Certain Covenants and Agreements

Section 4.01.	Confidentiality	10
Section 4.02.	Termination	11

ARTICLE 5
Miscellaneous

Section 5.01.	Successors and Assigns	12
Section 5.02.	Notices	12
Section 5.03.	Amendments and Waivers	13
Section 5.04.	Governing Law	13
Section 5.05.	Jurisdiction	13
Section 5.06.	WAIVER OF JURY TRIAL	14
Section 5.07.	Specific Enforcement	14
Section 5.08.	Counterparts; Effectiveness; Third-Party Beneficiaries	14
Section 5.09.	Entire Agreement	14
Section 5.10.	Severability	14

Exhibit A	Joinder Agreement

STOCKHOLDERS’ AGREEMENT

STOCKHOLDERS’ AGREEMENT effective as of October 31, 2014 (as amended from time to time, this “ Agreement ”) among Gain Capital Holdings, Inc., a Delaware corporation (the “ Company ”), City Index Group Limited (“ CIG ”) and the Persons listed as “Stockholders” on the signature pages hereto (each, a “ Stockholder ”).

W I T N E S S E T H :

WHEREAS, the Company and CIG are parties to that certain Share Purchase Agreement dated as of October 31, 2014 (the “ Share Purchase Agreement ”);

WHEREAS, in connection with the transactions contemplated by the Share Purchase Agreement, CIG will acquire (i) 5,319,149 shares of common stock, par value $0.00001 per share, of the Company (the “ Common Stock ”) and (ii) $60,000,000 in aggregate principal amount of the 4.125% Convertible Senior Notes due 2020 issued by the Company (the “ Convertible Notes ”);

WHEREAS, following the consummation of the transactions contemplated by the Share Purchase Agreement, CIG intends to distribute the Common Stock and the Convertible Notes to its stockholders (the “ Distribution ”) in accordance with its organizational documents and applicable law, each of such stockholders being parties hereto;

WHEREAS, following the Distribution, (i) Sun Luxco I, Sarl may liquidate, dissolve, or further distribute (the “ Second Distribution ”) the Common Stock and Convertible Notes received by them in the Distribution to Francisco Partners II, L.P. (“ FP ”) and (ii) INCAP Gaming B.V. (“ INCAP ”) may contribute the Common Stock and Convertible Notes to a newly-formed, wholly-owned subsidiary of INCAP (“ INCAP Sub ”), in each case subject to the applicable legal requirements of such liquidation, dissolution or distribution or contribution, as the case may be, and at such time or times as they may determine, each of FP and INCAP being parties hereto;

WHEREAS, the parties desire to enter into this Agreement in order to make certain agreements relating to the ownership and voting of the Company Securities (as defined below) owned by the Stockholders and certain other matters;

NOW, THEREFORE, in consideration of the covenants and agreements contained herein, the parties hereto agree as follows:

ARTICLE 1

Definitions

Section 1.01. Definitions . (a) As used herein, the following terms have the following meanings:

“ Affiliate ” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person; provided

that no securityholder of the Company shall be deemed an Affiliate of any other securityholder solely by reason of any investment in the Company. For the purpose of this definition, the term “ control ” (including, with correlative meanings, the terms “ controlling ”, “ controlled by ” and “ under common control with ”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise; provided that ICAP plc (“ ICAP ”) shall not be deemed to be an Affiliate of INCAP as long as INCAP and its Affiliates own less than 30% of the voting securities of ICAP and do not otherwise exercise control over ICAP (it being understood that having an Affiliate of INCAP serve as the Chief Executive Officer of ICAP shall not, in and of itself, constitute the exercise of control over ICAP).

“ beneficially own ” has the meaning ascribed thereto in Rule 13d-3 of the Exchange Act; provided that, with respect to any Convertible Notes or similar Company Securities, a Person shall be deemed to beneficially own the full number of Shares deliverable upon conversion of such Convertible Notes or similar Company Securities, assuming the Company elects Physical Settlement (as such term is defined in the Convertible Indenture) (or, in the case of similar Company Securities, settlement by delivery of Shares except in the case of fractional shares) in respect of such conversion.

“ Board ” means the Company’s board of directors.

“ Business Day ” means any day other than a Saturday, a Sunday or a day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed.

“ Closing ” shall have the meaning set forth in the Share Purchase Agreement.

“ Common Equivalents ” means, at any time, (i) outstanding Shares and (ii) the number of Shares issuable upon exercise, conversion or exchange of any outstanding Company Security that is exercisable for, convertible into or exchangeable for, Shares at such time; provided that (x) if any Company Securities are subject to vesting, such Shares or Shares issuable upon exercise, conversion or exchange thereof shall be included in the definition of “Common Equivalents” only upon and to the extent such vesting has occurred as of the time of determination and (y) with respect to the Convertible Notes, the number of Shares issuable upon conversion of the Convertible Notes shall be the maximum number of shares into which the Convertible Notes are convertible into (1) assuming that the Company elects Physical Settlement (as such term is defined in the Convertible Indenture) to settle all conversions of the Convertible Notes, and (2) without regard to whether there are conditions that would prevent the conversion of the Convertible Notes at such time.

“ Company Securities ” means (i) Common Stock, (ii) securities convertible into or exchangeable for such Common Stock, (iii) any other equity or equity-linked security issued by the Company and (iv) options, warrants or other rights to acquire such Common Stock or any other equity or equity-linked security issued by the Company. For the avoidance of doubt, “Company Securities” shall include the Convertible Notes.

“ Convertible Indenture ” means the indenture dated on or about the Closing Date pursuant to which the Convertible Notes are issued.

“ Exchange Act ” means the Securities Exchange Act of 1934.

“ Fundamental Transaction ” means (i) any merger, share purchase, reorganization, consolidation or other business combination involving the Company (whether in a single transaction or a series of related or substantially contemporaneous transactions) in which, as a result of such transaction, (A) Company Securities are converted into or exchanged for, or the holders of Company Securities immediately before such transaction receive, cash, property, rights, securities or other consideration (other than voting stock with substantially the same rights and privileges in the Company or in such other Person surviving such transaction or that is the issuer of the capital stock into which the Company Securities are converted into or exchanged for) or (B) the holders of Voting Securities immediately before such transaction possess less than 50% of the outstanding voting power of the Company or such other Person surviving such transaction, (ii) any tender offer for more than 50% of the outstanding Company Securities (determined on a Common Equivalent basis) or (iii) a sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the assets of the Company (whether in a single transaction or a series of related or substantially contemporaneous transactions).

“ Governmental Authority ” means any transnational, domestic or foreign, federal, state or local governmental authority, department, court, agency or official, including any political subdivision thereof.

“ Initial Ownership ” means, with respect to a Stockholder, the number of Company Securities beneficially owned by such Stockholder as of immediately following both of the Distribution and the Second Distribution, which is [_______] Shares for INCAP and INCAP Sub, and [______] Shares for Sun Lux I, Sarl and FP and [_____] Shares for Sun Lux II, Sarl. 1

“ Permitted Transferee ” means, with respect to any Stockholder:

(i) any wholly-owned Subsidiary of such Stockholder for so long as such Subsidiary remains wholly-owned by such Stockholder;

(ii) any Affiliate of such Stockholder;

(iii) any partner, member or stockholder of such Stockholder; and

(iv) any other Person with respect to which the Company shall have provided its prior written consent.

1 The parties agree that the number of Shares (not to exceed 5,319,149 shares in the aggregate) to be allocated to INCAP and INCAP Sub, Sun Lux I/FP and Sun Lux II, respectively, shall be determined by CIG prior to the Closing.

“ Person ” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a Governmental Authority.

“ Representatives ” means, with respect to any Person, such Person’s Affiliates and its and its Affiliates’ partners, equity holders, directors, officers, employees, agents, counsel, advisers and representatives.

“ Rule 144 ” means Rule 144 (or any successor provisions) under the Securities Act.

“ Securities Act ” means the Securities Act of 1933.

“ Shares ” means shares of Common Stock.

“ Subsidiary ” means, with respect to any Person, any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are directly or indirectly owned by such Person.

“ Transfer ” means, with respect to any Company Securities, (i) when used as a verb, to sell, assign, dispose of, exchange, pledge, lend, encumber, hypothecate or otherwise transfer such Company Securities or any economic participation or interest therein (including through hedging or other derivative transactions), whether directly or indirectly, or agree, offer or commit to do any of the foregoing (including by contract, option or other agreement or arrangement) and (ii) when used as a noun, a direct or indirect sale, assignment, disposition, exchange, pledge, loan, encumbrance, hypothecation or other transfer of such Company Securities or any participation or interest therein (including through a hedging or other derivative transaction) or any agreement, offer or commitment to do any of the foregoing (including by contract, option or other agreement or arrangement).

“ Voting Securities ” means, at any time, any class of Company Securities then entitled to vote generally in the election of directors, including all Shares now owned or subsequently acquired by the Stockholders, however acquired, whether through stock splits, stock dividends, reclassifications, recapitalizations, similar events or otherwise.

(b) Each of the following terms is defined in the Section set forth opposite such term:

Term	Section
Agreement	Preamble
CIG Company	Preamble Preamble
Common Stock	Recitals
Convertible Notes Distribution email	Recitals Recitals 5.02

FP INCAP Designee	Recitals ‎ 2.01(b)
Observer	‎ 2.01(f)
Second Distribution Share Purchase Agreement	Recitals Recitals
Standstill Period	2.02(a)
Stockholder	Preamble

Section 1.02. Other Definitional and Interpretative Provisions . The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.

ARTICLE 2

Board; Standstill; Voting

Section 2.01. Appointment to Company Board . (a) Upon request of INCAP to nominate a director pursuant to ‎ Section 2.01(b), the Board shall cause the number of authorized members of the Board to be expanded by one member.

(b) For so long as INCAP and its Affiliates beneficially own 5% or more of the total number of outstanding Company Securities (determined on a Common Equivalent basis), INCAP shall have the right (but not the obligation) pursuant to this Agreement to nominate to the Board one (1) director (together with any replacement director designated in accordance with ‎ Section 2.01(c) of this Agreement, the “ INCAP Designee ”), which director shall be appointed by the Board to the class of directors, in the absence of any earlier declassification of the Board, which would comply with obligations of the Company with respect to the number of directors in each class under Section 2.4 of the

Company’s By-Laws and, subject to such compliance, has the longest period possible before standing for election by the stockholders of the Company. Subject to Sections ‎ 2.01(c) and ‎ 2.01(d), the Company shall, and shall use its commercially reasonable efforts to cause the Board, whether acting through the Nominating and Corporate Governance Committee of the Board or otherwise, to (i) include, in the slate of nominees recommended to stockholders of the Company for election or reelection, as the case may be, as a director at any annual or special meeting of the stockholders of the Company at or by which directors of the Board are to be elected or reelected, the INCAP Designee, (ii) not revoke such recommendation for so long as such INCAP Designee meets the eligibility standards established by the Nominating and Corporate Governance Committee of the Board and applicable to all Board members or nominees, and (iii) in order to procure the election or reelection, as the case may be, of the INCAP Designee, solicit proxies in favor of such election or reelection and vote any such proxies received by the Company in favor of such election or reelection.

(c) In the event of (i) the death, (ii) resignation or (iii) removal or disqualification of the INCAP Designee, including for his failure to meet the eligibility standards established by the Nominating and Corporate Governance Committee of the Board and applicable to all Board members or nominees, INCAP will be permitted to designate a replacement director.

(d) INCAP shall (i) ensure that at the time of initial appointment and at each time the INCAP Designee would be nominated for reelection, the INCAP Designee meets the eligibility standards established by the Nominating and Corporate Governance Committee of the Board and applicable to all Board members or nominees and (ii) cause the INCAP Designee to resign in the event the INCAP Designee’s term shall end as described in ‎ Section 2.01(e).

(e) If at any time after the Closing, INCAP (x) ceases to beneficially own at least 5% of the aggregate number of outstanding Company Securities (determined on a Common Equivalent basis) or (y) provides irrevocable notice to the Company waiving and forfeiting its right under this ‎ Section 2.01, the obligations of the Company and the Board pursuant to this ‎ Section 2.01 shall cease and INCAP shall cause the INCAP Designee to, upon the request of the Board, promptly tender his or her resignation as a director of the Board. For the avoidance of doubt, once INCAP loses its right to appoint the INCAP Designee to the Board, INCAP will not thereafter regain such right regardless of any subsequent acquisitions of Company Securities by INCAP or any change to the number of outstanding Company Securities that, in either case, results in INCAP beneficially owning 5% or more of the total aggregate number of outstanding Company Securities (determined on a Common Equivalent basis).

(f) At any time a INCAP Designee is not serving on the Board at the time when INCAP has the right to appoint a INCAP Designee, INCAP shall have the right to designate one (1) individual as a non-voting observer of the Board (the “ Observer ”). The Observer (if any) shall have the right to attend and participate in meetings of the Board on a non-voting basis and to receive all notices and materials provided to directors but shall not have any voting rights. Notwithstanding the foregoing, the Observer shall not have the right to attend or participate in the portion of any meeting related to (x) any

pending, threatened or contemplated litigation or regulatory matter or receive related materials provided to directors to the extent the Observer’s attendance at or participation in such portion of the meeting or receipt of materials related thereto could reasonably be expected to lead to loss of attorney-client privilege with respect to such discussions or materials or (y) an indemnification claim or other dispute under the Share Purchase Agreement or other claim or dispute between INCAP or its Affiliates, on one hand, and the Company or its Affiliates, on the other hand.

(g) Notwithstanding anything herein to the contrary, the Company shall have the right to terminate INCAP’s rights under this ‎ Section 2.01 in the event INCAP is controlled by any Person other than the direct or indirect equity holders of INCAP as of the date hereof .

(h) The INCAP Designee (but, for avoidance of doubt, not the Observer) will be entitled to (x) receive the cash and equity compensation and reimbursable out-of-pocket expenses that all similarly situated non-employee directors of the Board receive for service on the Board and, if applicable, its committees, and (y) enjoy the same non-compensatory rights, benefits and privileges as all other members of the Board (in their capacity as directors of the Company).

(i) The rights of INCAP to designate either an INCAP Designee or an Observer shall be limited as follows: (a) if INCAP elects to have an INCAP Designee initially, then elects to have an Observer, and then elects to have an INCAP Designee again, no further election to have an Observer again would be permitted hereunder, and (b) if INCAP elects to have an Observer initially, then elects to have an INCAP Designee and then elects to have an Observer again, no further election to have an INCAP Designee again would be permitted hereunder.

(j) The rights of INCAP under this Section 2.01 shall not be transferrable or assignable by INCAP to any other Person and shall be personal to INCAP.

Section 2.02. Stockholder Standstill .

(a) Each of the Stockholders agrees that until the earlier of (x) the date on which such Stockholder and its Affiliates cease to beneficially own at least 5% of the aggregate number of outstanding Company Securities (determined on a Common Equivalent basis) and (y) the date that is five years from the date hereof (the “ Standstill Period ”), such Stockholder will not (and will cause its Affiliates not to), directly or indirectly, (i) subject to the rights of such Stockholder to vote its Voting Securities, enter into or agree, offer, propose or seek to enter into, or otherwise be involved in or part of, any Fundamental Transaction; (ii) make, or in any way participate in, any “solicitation” of “proxies” (as such terms are defined under Regulation 14A of the Exchange Act) to vote, or seek to advise or influence any Person other than an Affiliate of such Stockholder with respect to the voting of, any Voting Securities; (iii) form, join or otherwise participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any Voting Securities; (iv) seek, propose or otherwise act in concert with others to influence or control the management, Board or policies of the Company; (v) enter into any discussions, negotiations, arrangements or understandings with any other

Person with respect to any of the foregoing activities or propose any of such activities to any other Person; (vi) advise, assist, knowingly encourage, act as a financing source for or otherwise invest in any Person in connection with any of the foregoing activities; or (vii) disclose any intention, plan or arrangement inconsistent with any of the foregoing. Each Stockholder further agrees that it shall promptly advise the Company of any inquiry or proposal made to such Stockholder with respect to any of the foregoing. Notwithstanding the foregoing, the exercise by such Stockholder of its rights under ‎ Section 2.01 shall not constitute a violation of this ‎ Section 2.02(a) and nothing in this ‎ Section 2.02(a) shall limit the rights of the INCAP Designee (in his or her capacity as a director of the Company) to act as a member of the Board in accordance with his or her fiduciary duties, or such Stockholder or INCAP Designee in communicating with management or the Board in a manner not reasonably expected to require public disclosure by the Company, such Stockholder or their respective Affiliates.

(b) Each of the Stockholders agrees that, during the Standstill Period, it will not (and will cause its Affiliates not to), directly or indirectly, (i) request that the Company amend or waive any provision of this ‎ Section 2.02 (including this sentence) or (ii) take any initiative with respect to the Company that, in each case, would reasonably be expected to require the Company to make a public announcement regarding (A) any of the activities referred to in ‎ Section 2.02(a) or (B) the possibility of such Stockholder or any other Person acquiring control of the Company, whether by means of a Fundamental Transaction or otherwise.

(c) The obligations of the Stockholders in this ‎ Section 2.02 shall cease in the event that the Company publicly announces that it has entered into a definitive agreement with respect to a Fundamental Transaction with a third party.

(d) For purposes of ‎ Section 2.02, the “Company” shall be deemed to include the Company, any successor to or Person in control of the Company, or any division thereof or of any such successor or controlling Person.

Section 2.03. Stockholders Voting Obligations . Each of the Stockholders agrees that such Stockholder shall vote all Voting Securities held by it or over which it has voting power for all of the nominees on the slate of directors recommended for election by the Board of the Company at the 2015 annual meeting of the stockholders of the Company.

ARTICLE 3

Restrictions on Transfer

Section 3.01. General Restrictions on Transfer . (a) Each of the Stockholders agrees that it shall not Transfer any Company Securities (or solicit any offers in respect of any Transfer of any Company Securities) in contravention of the terms and conditions of this Agreement. In addition, each of the Stockholders agrees that it shall not Transfer any Company Securities (or solicit any offers in respect of any Transfer of any Company Securities) (i) unless there is an effective registration statement under the Securities Act covering such Company Securities, the sale is made in accordance with Rule 144 under

the Securities Act, or such Transfer is exempt from registration requirements of the Securities Act or (ii) if such Transfer (or solicitation of an offer of a Transfer) would violate any other applicable securities or “blue sky” laws.

(b) Any attempt to Transfer any Company Securities in violation of this Agreement shall be null and void, and the Company shall not, and shall cause any transfer agent not to, give any effect in the Company’s stock records to such attempted Transfer.

Section 3.02. Legends . (a) In addition to any other legend that may be required, each certificate for Company Securities issued to each Stockholder shall bear a legend in substantially the following form:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH. THIS SECURITY IS ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE STOCKHOLDERS’ AGREEMENT DATED AS OF OCTOBER 31, 2014, COPIES OF WHICH MAY BE OBTAINED UPON REQUEST FROM GAIN CAPITAL HOLDINGS, INC. OR ANY SUCCESSOR THERETO.

(b) If any shares of Company Securities cease to be subject to any and all restrictions on Transfer set forth in this Agreement, the Company, upon the written request of a Stockholder as holder thereof, shall issue to such Stockholder a new certificate evidencing such Company Securities without all or part of the legend required by ‎ Section 3.02(a) (unless part of such legend is required by applicable law) endorsed thereon.

Section 3.03. Permitted Transferees . Notwithstanding anything in this Agreement to the contrary, each of the Stockholders may at any time Transfer any or all of its Company Securities to one or more of its Permitted Transferees without the consent of the Company; provided that (i) if such Permitted Transferee, (x) will beneficially own more than 1% of the total number of outstanding Company Securities (determined on a Common Equivalent basis) or (y) such Transfer is prior to the second anniversary of the date hereof, such Permitted Transferee shall agree in writing to be bound by the terms of this Agreement by execution and delivery of a joinder in the form of Exhibit A attached hereto and (ii) the Transfer shall not be in violation of ‎ Section 3.01(a).

Section 3.04. Restrictions on Transfers by the Stockholder . (a) Prior to the second anniversary of the date hereof, no Stockholder shall, without the Company’s prior written consent, Transfer any Company Securities, except (i) to one or more of its Permitted Transferees in accordance with ‎ Section 3.03, (ii) pursuant to ‎ Section 3.04(b) or (iii) into a tender or exchange offer for the Company’s outstanding Common Stock.

(b) Notwithstanding the restrictions of ‎ Section 3.04(a), a Stockholder may Transfer Company Securities that comprise up to 16.67% of the Initial Ownership (determined on a Common Equivalent basis) every three months following the date that is six months after the Closing, plus any unsold allotment pursuant to this sentence which is not sold during any prior three month period; provided , however , that prior to the second anniversary of the date hereof, any Transfers not made pursuant to an effective registration statement shall be made in compliance with the requirements of Rule 144 applicable to such Stockholder at the time of the Transfer.

Section 3.05. Notices of Transfer . Promptly following any Transfer that occurs prior to the second anniversary of the date hereof, each Stockholder shall give the Company written notice of any Transfer of Company Securities by such Stockholder and specify in such notice in reasonable detail (i) the number or amount and type of Company Securities so transferred and (ii) in the event the number of Company Securities (determined on a Common Equivalent basis) so transferred exceeds 1% of the outstanding Company Securities (determined on a Common Equivalent basis), the identity of the transferee, if known.

Section 3.06. Cooperation by the Company . The Company shall use commercially reasonable efforts to satisfy the condition contained in Rule 144 under the Securities Act with respect to current public information and any other conditions to make such Rule available to the Stockholders for the sale of Company Securities, including filing with the Securities and Exchange Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act. In addition, the Company shall furnish to each Stockholder, promptly upon request, a written statement by the Company as to its compliance with the reporting requirements of Rule 144.

ARTICLE 4

Certain Covenants and Agreements

Section 4.01. Confidentiality . (a) Each of the Stockholders agrees that it shall use, and that it shall cause its Representatives (including, in the case of INCAP, the INCAP Designee and the Observer, if any, designated by INCAP) to whom Confidential Information is disclosed to use, the Confidential Information only in connection with such Stockholders’ investment in the Company and not for any other purpose; provided that the INCAP Designee shall be entitled to use the Confidential Information in connection with the performance or his or her duties as a director of the Company. Each of the Stockholders further agrees that it shall not disclose any Confidential Information to any Person, except that Confidential Information may be disclosed:

(i) to its Representatives in the normal course of the performance of their duties or in connection with the exercise of its rights hereunder;

(ii) to the extent required by applicable law, rule or regulation (including complying with any oral or written questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar

process to which such Stockholder is subject; provided that such Stockholder gives the Company prompt notice of any such request, to the extent practicable, so that the Company may seek an appropriate protective order or similar relief (and such Stockholder shall cooperate with such efforts by the Company and shall in any event make only the minimum disclosure required by such law, rule or regulation)); or

(iii) if the prior written consent of the Company shall have been obtained.

Nothing contained herein shall prevent the use (subject, to the extent possible, to a protective order) of Confidential Information in connection with the assertion or defense of any claim by or against the Company.

(b) “ Confidential Information ” means any information concerning the Company or any Subsidiary of the Company or the financial condition, business, operations or prospects of the Company or any Subsidiary of the Company in the possession of or furnished to the Stockholders or their Representatives (including, with respect to INCAP, by virtue of its present or former right to designate a director of the Company or an Observer); provided that “ Confidential Information ” does not include information that (i) is or becomes generally available to the public other than as a result of a disclosure by a Stockholder or any of its Representatives in violation of this Agreement, (ii) is or was available to a Stockholder on a non-confidential basis prior to its disclosure to such Stockholder or its Representatives by the Company, (iii) was or becomes available to a Stockholder on a non-confidential basis from a source other than the Company and its Representatives, which source is or was (at the time of receipt of the relevant information) not, to the best of such Stockholder’s and its Representatives’ knowledge, bound by a confidentiality obligation to the Company or another Person or (iv) is independently developed by a Stockholder without violating any confidentiality agreement with, or other obligation of secrecy to, the Company and without reliance on any Confidential Information.

(c) Each of the Stockholders acknowledges and agrees that it is aware (and that its Representatives (including, in the case of INCAP, the INCAP Designee and the Observer, if any, designated by INCAP) are aware or will be advised by such Stockholder) that Confidential Information being furnished to it may contain material, non-public information regarding the Company and that the United States securities laws prohibit any Persons who have such material, non-public information from purchasing or selling securities of the Company on the basis of such information or from communicating such information to any Person under circumstances in which it is reasonably foreseeable that such Person is likely to purchase or sell such securities on the basis of such information.

Section 4.02. Termination . (a) This Agreement shall terminate in its entirety upon the termination of the Share Purchase Agreement in accordance with its terms prior to the Closing, or if the Closing occurs, with respect to a Stockholder, the date on which such Stockholder’s (and its Affiliates’) number of Company Securities (determined on a Common Equivalent basis) beneficially owned by such Stockholder (and its Affiliates)

falls below 2% of the outstanding Company Securities (determined on a Common Equivalent basis); provided that in each case the provisions of Sections ‎ 4.01 (Confidentiality), ‎ 5.02 (Notices), ‎ 5.04 (Governing Law), ‎ 5.05 (Jurisdiction), ‎ 5.06 (Waiver of Jury Trial), ‎ 5.07 (Specific Enforcement), ‎ 5.08 (Counterparts; Effectiveness; Third-party Beneficiaries), ‎ 5.09 (Entire Agreement) and ‎ 5.10 (Severability) shall survive indefinitely.

ARTICLE 5

Miscellaneous

Section 5.01. Successors and Assigns . (a) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, legal representatives and permitted assigns.

(b) Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any party hereto pursuant to any Transfer of Company Securities or otherwise, except that any Permitted Transferee acquiring Company Securities pursuant to ‎ Section 3.03 (and subject to the exceptions set forth therein), unless already bound hereby, shall execute and deliver to the Company an agreement to be bound by this Agreement in the form of Exhibit A hereto and shall thenceforth be a “Stockholder” for all purposes of this Agreement.

(c) Nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Section 5.02. Notices . All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission and electronic mail (“ e-mail ”) transmission, so long as a receipt of such e-mail is requested and received) and shall be given,

if to the Company, to:

Gain Capital Holdings, Inc.

135 US Highway 202/206

Suite 11

Bedminster, NJ 07921

Attention: Diego Rotsztain

Facsimile No.: (866) 861-1673

drotsztain@gaincapital.com

with a copy to:

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

Attention: Leonard Kreynin

Facsimile No.: (212) 701-5800

leonard.kreynin@davispolk.com

if to a Stockholder, to such Stockholder’s address set forth below its signature on the signature pages attached hereto.

with a copy to:

Kirkland & Ellis LLP

3330 Hillview Ave.

Palo Alto, CA 94304

Attention: Adam D. Phillips, P.C.

Facsimile No.: (650)859-7500

aphillips@kirkland.com

or such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other parties hereto. All notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

Section 5.03. Amendments and Waivers . Any provision of this Agreement (including any Exhibit) may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by the Company and the holders of a majority of the Company Securities (determined on a Common Equivalent basis) issued pursuant to the transactions contemplated under the Share Purchase Agreement held by all Stockholders, or in the case of a waiver, by the party or parties against whom the waiver is to be effective. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Section 5.04. Governing Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the conflicts of laws rules of such state.

Section 5.05. Jurisdiction . The parties hereby agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the District of Delaware or any Delaware State court, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of Delaware, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now

or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in ‎ Section 5.02 shall be deemed effective service of process on such party.

Section 5.06. WAIVER OF JURY TRIAL . EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 5.07. Specific Enforcement . Each party hereto acknowledges that the remedies at law of the other parties for a breach or threatened breach of this Agreement would be inadequate and, in recognition of this fact, any party to this Agreement, without posting any bond, and in addition to all other remedies that may be available, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy that may then be available.

Section 5.08. Counterparts; Effectiveness; Third-Party Beneficiaries . This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by all of the other parties hereto. Until and unless each party has received a counterpart hereof signed by the other parties hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication). No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns.

Section 5.09. Entire Agreement . This Agreement, the Share Purchase Agreement, the Convertible Indenture and the Convertible Notes constitute the entire agreement among the parties with respect to the subject matter of this Agreement and supersede all prior agreements and understandings, both oral and written, among the parties hereto with respect to the subject matter of this Agreement.

Section 5.10. Severability . If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable

manner so that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

[ Signature Page Follows ]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

GAIN CAPITAL HOLDINGS, INC.


By:
	Name:
	Title:

Signature Page to Stockholders’ Agreement

STOCKHOLDERS:


CITY INDEX GROUP LIMITED


By:
	Name:
	Title:

INCAP GAMING B.V.


By:
	Name:
	Title:

SUN LUXCO I, SARL


By:
	Name:
	Title:

SUN LUXCO II, SARL


By:
	Name:
	Title:

Signature Page to Stockholders’ Agreement

FRANCISCO PARTNERS II, L.P.


By: FRANCISCO PARTNERS GP II, L.P. its General Partner


By: FRANCISCO PARTNERS GP II MANAGEMENT, LLC its General Partner


By:
	Name:
	Title:

Signature Page to Stockholders’ Agreement

EXHIBIT A

JOINDER TO STOCKHOLDERS’ AGREEMENT

This Joinder Agreement (this “ Joinder Agreement ”) is made as of the date written below by the undersigned (the “ Joining Party ”) in accordance with the Stockholders’ Agreement dated as of October 31, 2014 (as amended from time to time, the “ Stockholders’ Agreement ”) among GAIN Capital Holdings Inc., City Index Group Limited, and certain other parties thereto as the same may be amended from time to time. Capitalized terms used, but not defined, herein shall have the meaning ascribed to such terms in the Stockholders’ Agreement.

The Joining Party hereby acknowledges, agrees and confirms that, by its execution of this Joinder Agreement, the Joining Party shall be deemed to be a party to the Stockholders’ Agreement as of the date hereof and shall have all of the rights and obligations of a “Stockholder” thereunder as if it had executed the Stockholders’ Agreement. The Joining Party hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Stockholders’ Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the date written below.

Date: ___________ ___, ______

[NAME OF JOINING PARTY]


By:
	Name:
	Title:

Address for Notices:

Signature Page to Stockholders’ Agreement

Exhibit 10.2

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (as may be amended from time to time, this “ Agreement ”) is entered into as of [__], 2015, by and among GAIN Capital Holdings, Inc., a Delaware corporation (the “ Company ”), City Index Group Limited (“ City ”), Incap Gaming B.V. (“ INCAP ”) and each other person identified on Schedule A hereto (each, an “ Other Investor ” and, together with the Seller (defined below), the “ Investors ”).

W I T N E S S E T H:

WHEREAS, pursuant to the Share Purchase Agreement dated as of October 31, 2014 (the “ Share Purchase Agreement ”) by and among the Company, City and INCAP, City was issued by the Company 5,319,149 Shares (as defined below) (such Shares, the “ Consideration Shares ”) and $60,000,000 in aggregate principal amount of 4.125% convertible notes (the “ Convertible Notes ”);

WHEREAS, promptly following the Closing (as defined below), City intends to distribute (the “ Distribution ”) the Consideration Shares and the Convertible Notes to INCAP and Sun Luxco I, Sarl (“ Sun Luxco ”);

WHEREAS, following the Distribution, Sun Luxco will further distribute the Consideration Shares and Convertible Notes received by it in the Distribution to Francisco Partners II, L.P. (“ FP ”) and INCAP will create a wholly-owned subsidiary to be incorporated in Delaware (“ INCAP Sub ”) and contribute the Consideration Shares and Convertible Notes received by it in the Distribution to INCAP Sub (the “ Contribution ”);

WHEREAS, the Other Investors currently own Shares; and

WHEREAS, the Company wishes to grant certain rights to Seller and the Other Investors with respect to the Registrable Securities (as defined below) held by them as set forth herein.

NOW, THEREFORE, in consideration of the mutual promises, representations, warranties, covenants and conditions set forth in this Agreement, and for the good and valuable consideration, the parties, intending to be legally bound, mutually agree as follows:

ARTICLE 1

General

Section 1.01. Definitions . As used in this Agreement the following terms shall have the following respective meanings:

“ Affiliate ” means, with respect to any person, any other person directly or indirectly controlling, controlled by or under common control with such person; provided that no securityholder of the Company shall be deemed an Affiliate of any other

securityholder solely by reason of any investment in the Company. For the purpose of this definition, the term “ control ” (including, with correlative meanings, the terms “ controlling ”, “ controlled by ” and “ under common control with ”), as used with respect to any person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract or otherwise.

“ Business Day ” means any day other than a Saturday, a Sunday or a day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed.

“ Closing ” has the meaning ascribed thereto in the Share Purchase Agreement.

“ Closing Date ” has the meaning ascribed thereto in the Share Purchase Agreement.

“ Common Stock ” means the common stock of the Company, par value of $0.00001 per share, and any stock into which such common stock of the Company may hereafter be converted upon a reclassification of such common stock in accordance with law.

“ Convertible Notes Indenture ” means the indenture dated on or about the Closing Date pursuant to which the Convertible Notes are issued.

“ Edison Entities ” means Edison Venture Fund IV SBIC, L.P., Edison Partners IV SBIC, LLC, and any other investment fund vehicles or entities of which any of the foregoing entities are affiliates.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, or any similar successor federal statute and the rules and regulations thereunder, all as the same shall be in effect from time to time.

“ Holder ” means (a) any Investor owning of record Registrable Securities and (b) any person owning of record Registrable Securities who succeeds to rights hereunder pursuant to ‎ Section 2.09.

“ Register ,” “ registered ,” and “ registration ” refer to a registration effected by preparing and filing with the SEC a registration statement in compliance with the Securities Act, and the declaration or ordering of effectiveness of such registration statement by the SEC.

“ Registrable Securities ” means (a) any Shares; (b) the Convertible Notes; and (c) any Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for, or in replacement of, such above-described securities, in each case held by a Holder. Notwithstanding the foregoing, Registrable Securities shall cease to include any securities that have been sold by a person to the public pursuant to a registration statement in compliance with the Securities

Act or pursuant to Rule 144 or sold in a private transaction in which the transferor’s rights under ‎ Article 2 of this Agreement are not assigned in accordance with ‎ Section 2.09.

“ Registrable Securities then outstanding ” shall be the number of shares of Common Stock determined by calculating the total number of shares of Common Stock (a) that are Registrable Securities and then issued and outstanding or (b) are issuable upon conversion of the Convertible Notes but only to the extent that such Convertible Notes are Registrable Securities; provided that with respect to the Convertible Notes, the number of shares of Common Stock issuable upon conversion of the Convertible Notes shall be the maximum number of shares of Common Stock into which the Convertible Notes are convertible into (1) assuming that the Company elects Physical Settlement (as such term is defined in the Convertible Indenture) to settle all conversions of the Convertible Notes, and (2) without regard to whether there are conditions that would prevent the conversion of the Convertible Notes at such time.

“ Registration Expenses ” shall mean all expenses incurred by the Company in complying with Sections ‎ 2.01, ‎ 2.02, ‎ 2.03 and ‎ 2.05 hereof, including, without limitation, all registration, qualification, exchange and filing fees, printing expenses, fees and disbursements of counsel for the Company, reasonable fees and disbursements of a single special counsel chosen by the Holders of a majority of the Registrable Securities included in any such registration, blue sky fees, custodian fees and expenses and fees and expenses of the Company’s legal counsel, accountants and other advisors, including the expense of any special audits incident to or required by any such registration and excluding Selling Expenses.

“ Rule 144 ” shall mean Rule 144 promulgated under the Securities Act, as such Rule may be amended from time to time, or any similar successor rule that may be promulgated under the Securities Act.

“ SEC ” or “ Commission ” means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

“ Securities Act ” shall mean the Securities Act of 1933, as amended, or any similar successor federal statute and the rules and regulations thereunder, all as the same shall be in effect from time to time.

“ Seller ” means (i) prior to the Distribution and Contribution, City and (ii) following the Distribution and Contribution and upon execution and delivery of a counterpart hereto, INCAP Sub.

“ Selling Expenses ” shall mean all underwriting discounts and selling commissions applicable to the sale of Registrable Securities.

“ Shares ” means the shares of Common Stock issued by the Company to Seller under the Share Purchase Agreement, upon the conversion of Convertible Notes or upon the exercise of any director stock options that may be deemed to be beneficially owned

by any of the VantagePoint Entities or any of Edison Entities, or held by the other Holders on the date hereof.

“ Shelf Registration Statement ” means a Registration Statement of the Company filed with the SEC on Form S-3 (or any successor form under the Securities Act) for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any similar rule that may be adopted by the SEC) covering the Registrable Securities.

“ Stockholders’ Agreement ” means the Stockholders’ Agreement dated as of October 31, 2014 among the Company, Seller and the other parties listed on the signature pages thereto.

“ VantagePoint Entities ” means VantagePoint Venture Partners IV (Q), L.P., VantagePoint Venture Partners IV, L.P., VantagePoint Venture Partners IV Principals Fund, L.P., VP New York Venture Partners, L.P., and any investment fund vehicles or entities of which any of the foregoing are affiliates.

ARTICLE 2

Registration

Section 2.01. Demand Registration . (a) Subject to the conditions of this ‎ Section 2.01 and if there is then no currently effective Shelf Registration Statement on file with the SEC covering all of the Registrable Securities, if the Company receives a written request from (x) Seller, (y) an Other Investor or (z) Holders holding at least 30% of the Registrable Securities then outstanding (as applicable, the “ Initiating Holders ”) that the Company file a registration statement under the Securities Act covering the registration of all or a part of the Registrable Securities held by such Holders, then the Company shall:

(i) within 15 days of the receipt thereof, give notice of such request to all Holders (other than the Initiating Holders), and use its reasonable best efforts to effect, as soon as practicable, the registration of all Registrable Securities that the Initiating Holders have requested to be registered; and

(ii) as soon as practicable, use its reasonable best efforts to effect such registration, qualification or compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws, and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holders joining in such request as are specified in a written request received by the Company within 15 days after the date the Company mails such written notice. The Company may include in such registration any securities, for its own account or for the account

of a security holder or holders, subject to the limitations set forth in ‎ Section 2.01(b) below.

(b) If the Initiating Holders intend to distribute the Registrable Securities by means of an underwriting, they shall so advise the Company as a part of their demand pursuant to this ‎ Section 2.01 and the Company shall include such information in the notice referred to in this ‎ Section 2.01. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon participation in such underwriting. The underwriter or underwriters for such offering shall be determined by the Company in consultation with the Initiating Holders. Notwithstanding any other provision of this ‎ Section 2.01, if the underwriter advises the Company that the number of securities requested to be included in such underwriting and registration exceeds the number which can be sold in such offering without it being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the Company shall so advise all participating Holders, and the number of Shares or other Registrable Securities that may be included in the underwriting and registration shall be allocated pro rata to the participating Holders based on the number of Registrable Securities then outstanding held by them; provided , however , that in the case of an underwriting and registration that is being made pursuant to a demand or written request for registration by an Other Investor under this ‎ Section 2.01 or pursuant to clause (z) of ‎ Section 2.01(a) (such demand, an “ Other Investor Demand ”), the number of securities assigned or allocated to the VantagePoint Entities shall in no case be lower than the lesser of thirty percent (30%) of the total number of securities underwritten and the number of Registrable Securities then requested by the VantagePoint Entities to be included in such underwriting and registration; provided , further , that the number of Shares or other Registrable Securities to be included in any underwriting and registration pursuant to this ‎ Section 2.01 shall not be reduced unless all other securities of the Company and all securities that are not Registrable Securities are first entirely excluded from the underwriting and registration.

(i) for Seller, prior to the second anniversary of the date hereof;

(ii) after the Company has effected four (4) registrations pursuant to this ‎ Section 2.01 and such registrations have been declared or ordered effective by the SEC and securities have been sold pursuant thereto; provided that (A) the Other Investors and their respective permitted assignees hereunder, taken together, shall be entitled to make no more than two (2) such demands for registration and (B) the Seller shall be entitled to make no more than two (2) such demands or written requests for registration (such demand, a “ Seller Demand ”), in each case pursuant to this ‎ Section 2.01; provided further that a registration shall not count as one of the permitted demands until it has become effective and the Initiating Holder is able to include at least 60% of the Registrable Securities requested by such Initiating Holder to be included in such Seller Demand;

(iii) during the period starting with the date of filing of, and ending on the date six months following the effective date of, a registration statement pertaining to any underwritten public offering of securities of the Company made pursuant to this ‎ Section 2.01 or Section ‎ 2.02;

(iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to this ‎ Section 2.01, the Company gives notice to the Holders of the Company’s intention to make an underwritten public offering of securities of the Company within ninety (90) days;

(v) if the Company shall furnish to the Initiating Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Company such registration statement would reasonably be expected to be materially detrimental to the Company because the sale of Registrable Securities pursuant to such registration statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law and the Company has a bona fide business purpose for preserving the confidentiality of such information, the Company shall have the right to defer the filing of the applicable registration statement for a period of not more than one hundred eighty (180) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period; provided further that in such event, the Initiating Holders initially requesting such registration statement shall be entitled to withdraw such request, and if such request is withdrawn, such demand registration shall not count as one of the permitted demand registrations hereunder and the Company shall pay all Registration Expenses in connection with such registration; or

(vi) if the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) at an anticipated aggregate price to the public (after deduction for underwriter’s discounts and expenses related to the issuance) of less than $20,000,000.

Section 2.02. Piggyback Registrations . The Company shall notify all Holders at least thirty (30) days prior to the filing of any registration statement under the Securities Act for a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding (i) any registration statement to be filed pursuant to ‎ Section 2.03 ‎ and (ii) any registration statement relating to employee benefit plans or corporate reorganizations or other transactions under Rule 145 of the Securities Act) and will afford each such Holder an opportunity to include in such registration statement all or part of the Registrable Securities held by such Holder. Each Holder desiring to include Registrable Securities in any such registration statement shall notify the Company within fifteen (15) days after the notice from the Company. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement filed by the

Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company, all upon the terms and conditions set forth herein.

(a) Underwriting . If the registration statement under which the Company gives notice under this ‎ Section 2.02 is for an underwritten offering, the Company shall so advise the Holders. In such event, the right of any Holder to include Registrable Securities in the registration statement pursuant to this ‎ Section 2.02 shall be conditioned upon the Holder’s participation in the underwriting and entry into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company (after consultation with the Holders participating in such underwritten offering) and on terms as agreed by the Company and such underwriter or underwriters. Notwithstanding any other provision of the Agreement, if the underwriter determines in good faith that the number of securities requested to be included in such underwriting and registration exceeds the number which can be sold in such offering without it being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the number of securities that may be included in the underwriting shall be allocated, first , to the Company; second , to the Holders pro rata based on the total number of Registrable Securities then outstanding held by the Holders; and third (to the extent of availability), to any other stockholder of the Company (other than a Holder).

(b) Right to Terminate Registration . The Company shall have the right to terminate or withdraw any registration initiated by it under this ‎ Section 2.02 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The Registration Expenses of such withdrawn registration shall be borne by the Company in accordance with ‎ Section 2.04 hereof.

Section 2.03. Shelf Registration . (a) The Company shall use reasonable best efforts to cause to become effective under the Securities Act within six (6) months after the Closing, a Shelf Registration Statement relating to the offer and sale of all Registrable Securities by the Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in the Shelf Registration Statement. If, at any time, the Company does not qualify to file a Shelf Registration Statement under the Securities Act, the provisions of this ‎ Section 2.03 shall not apply, and the provisions of ‎ Section 2.01 shall apply instead.

(b) Continued Effectiveness . The Company shall use its reasonable best efforts to keep such Shelf Registration Statement continuously effective under the Securities Act in order to permit the prospectus forming a part thereof to be usable by Holders until the earlier of (i) three (3) years following the effectiveness under the Securities Act of the Shelf Registration Statement and (ii) the date on which each of the Holders is permitted to sell all of its Registrable Securities without registration pursuant to Rule 144 without limitation or restriction under any of the requirements of Rule 144 In the event that the Company does not have a Shelf Registration Statement effective after the expiration of the three-year period described in clause (i) above, the rights of the Other Investors as in effect immediately prior to the date hereof pursuant to the Investor Rights Agreement

(defined below) with respect to S-3 filings (and the rights ancillary thereto) shall be reinstated and remain in effect until the termination of this Agreement in accordance with its terms.

(c) Suspension of Registration . Prior to the sale or distribution of any Registrable Securities pursuant to a Shelf Registration Statement, each Holder shall give at least two (2) Business Days prior written notice thereof to the Company (a “ Sale Notice ”) and no Holder shall sell or distribute any Registrable Securities unless it has timely provided such Sale Notice and, subject to the Shelf Suspension described below, until the expiration of such 2-Business Day period. The Holders shall not deliver a Sale Notice and shall not sell or distribute Registrable Securities more than five times in any calendar quarter. If in response to a Sale Notice, the Company shall provide to the Holder a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Company such sale or distribution would require disclosure of non-public material information not otherwise required to be disclosed under applicable law and the Company has a bona fide business purpose for preserving the confidentiality of such information (the “ Restriction ”), then the Company may, by written notice thereof to the Holders requesting such sale or distribution (a “ Suspension Notice ”), suspend use of the Shelf Registration Statement by the Holders until the expiration of the Restriction (a “ Shelf Suspension ”). In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable prospectus and any issuer free writing prospectuses in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the Suspension Notice referred to above. The Company shall immediately notify the Holders upon the termination of any Shelf Suspension and either confirm that the Shelf Registration can be used or supplement or make amendments to the Shelf Registration Statement to the extent required by the registration form used by the Company for the Shelf Registration or by the Securities Act or the rules or regulations promulgated thereunder and promptly notify the Holders thereof. The Company agrees to not deliver a Suspension Notice to any Holder or otherwise inform such Holder of a Restriction unless and until such Holder delivers a Sale Notice to the Company.

(d) Registrations effected pursuant to this ‎ Section 2.03 shall not be counted as demands for registration or registrations effected pursuant to ‎ Section 2.01. Notwithstanding the foregoing, in connection with an underwritten public offering by the Company of Common Stock, the Company shall not be obligated to permit any sales or distributions pursuant to this ‎ Section 2.03 during the period starting on the date requested by the managing underwriters (which shall be no earlier than ten (10) days prior to the anticipated “pricing” date for such underwritten offering) and continuing to the date that is sixty (60) days following the date of the final prospectus for such underwritten offering; provided that the Company shall not exercise its right to block such sales or distributions more than twice in any calendar year.

Section 2.04. Expenses of Registration . Except as specifically provided below in this ‎ Section 2.04, all Registration Expenses incurred in connection with any registration, qualification or compliance pursuant to Sections ‎ 2.01, ‎ 2.02 or ‎ 2.03 herein shall be borne by the Company. All Selling Expenses incurred in connection with any registrations

hereunder, shall be borne by the selling party, either the Company or the Holders selling the securities, as applicable. The Company shall not, however, be required to pay for Registration Expenses regarding any registration proceeding begun pursuant to ‎ Section 2.01, the request of which has been subsequently withdrawn by the Initiating Holders (and such Initiating Holders hereby indemnify the Company (in the case there is more than one Initiating Holder, on a several basis in proportion to the number of shares included in such registration) against all such expenses) unless (a) the withdrawal is based upon material adverse information concerning the Company of which the Initiating Holders were not aware at the time of such request or (b) (i) in the case of a Seller Demand, the Seller and (ii) in the case of an Other Investor Demand, Holders of a majority of the Registrable Securities then outstanding held by the Other Investors and their respective permitted assignees hereunder, as applicable, agree to forfeit its or their (as applicable) right to one requested registration pursuant to ‎ Section 2.01, in which event such right shall be forfeited by all Holders). If the Holders are required to pay the Registration Expenses, as provided above, such expenses shall be borne by the Holders requesting such registration in proportion to the number of shares included in such registration.

Section 2.05. Obligations of the Company . Whenever required to register any Registrable Securities, the Company shall, as expeditiously as reasonably possible:

(a) Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use all reasonable efforts to cause such registration statement to become effective, and, keep such registration statement effective until the Holder or Holders have completed the distribution related thereto but, other than with respect to a Shelf Registration Statement, in no event for more than one hundred and twenty (120) days after the date of such effectiveness (extended up to 180 days for each trading day on which the Company’s Common Stock price is less than 75% of the price of the Common Stock on the date of such effectiveness).

(b) Notify each holder of Registrable Securities of (i) the issuance by the SEC of any stop order suspending the effectiveness of any registration statement or the initiation of any proceedings for that purpose, (ii) the receipt by the Company or its counsel of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (iii) the effectiveness of each registration statement filed hereunder. In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the issuance of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Common Stock included in such registration statement for sale in any jurisdiction, the Company will use its reasonable best efforts to promptly obtain the withdrawal of such order.

(c) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to keep such registration effective and comply with the

provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement for the period set forth in paragraph ‎ (a) above.

(d) Furnish to the Holders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them.

(e) Use its reasonable best efforts to register and qualify the securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as shall be reasonably requested by the Holders; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions.

(f) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter(s) of such offering.

(g) Notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. The Company shall use its reasonable best efforts to prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading

(h) Use its reasonable best efforts to furnish, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering addressed to the underwriters.

(i) Otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the SEC.

In addition to the other applicable requirements of this ‎ Section 2.05, the Company will have a broad plan of distribution and will facilitate underwritten block trades, though unless the Company agrees otherwise, the Company’s facilitation will be limited to participating in a customary telephonic management due diligence session, providing the

underwriters and underwriters counsel with customary access to the Company’s books and records, subject to customary confidentiality undertakings, requesting the Company’s lawyers to provide opinions in customary form and requesting the Company’s accountants to provide comfort letters in customary form.

Section 2.06. Furnishing Information . It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section ‎ 2.01, ‎ 2.02 or ‎ 2.03 that the selling Holders shall furnish to the Company such information regarding themselves, the Registrable Securities held by them and the intended method of disposition of such securities as shall be required under rules and regulations promulgated under the Securities Act to effect the registration of their Registrable Securities.

Section 2.07. Indemnification . In the event any Registrable Securities are included in a registration statement under Sections ‎ 2.01, ‎ 2.02 or ‎ 2.03:

(a) To the extent permitted by law, the Company will indemnify and hold harmless each Holder and the partners, officers, directors and stockholders of each Holder, any underwriter (as defined in the Securities Act) for such Holder and each person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively, a “ Violation ”) by the Company: (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law in connection with the offering covered by such registration statement; and the Company will pay as incurred to each such Holder, partner, officer, director, stockholder, underwriter or controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided , however , that the indemnity agreement contained in this ‎ Section 2.07(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by such Holder, partner, officer, director, stockholder, underwriter or controlling person of such Holder.

(b) To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which such registration,

qualification or compliance is being effected, severally and not jointly, indemnify and hold harmless the Company, each of its directors, its officers and each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter and any other Holder selling securities under such registration statement or any of such other Holder’s partners, directors, officers or stockholders or any person who controls such Holder, against any losses, claims, damages or liabilities to which the Company or any such person may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder under an instrument duly executed by such Holder and stated to be specifically for use in connection with such registration; and each such Holder will pay as incurred any legal or other expenses reasonably incurred by the Company or any such person in connection with investigating or defending any such loss, claim, damage, liability or action if it is judicially determined that there was such a Violation; provided , however , that the indemnity agreement contained in this ‎ Section 2.07(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; provided , further , that in no event shall any indemnity and payment obligation under this ‎ Section 2.07 exceed the net proceeds (after deducting commissions, taxes and other expenses) from the offering received by such Holder.

(c) Promptly after receipt by an indemnified party under this ‎ Section 2.07 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this ‎ Section 2.07, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided , however , that an indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if materially prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this ‎ Section 2.07, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this ‎ Section 2.07.

(d) If the indemnification provided for in this ‎ Section 2.07 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any losses, claims, damages or liabilities referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party thereunder, shall to the extent permitted by applicable law contribute to the amount paid or payable by such indemnified party as a

result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the Violation(s) that resulted in such loss, claim, damage or liability, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by a court of law by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; provided that in no event shall any contribution by a Holder hereunder exceed the net proceeds (after deducting commissions, taxes and other expenses) from the offering received by such Holder.

(e) The obligations of the Company and Holders under this ‎ Section 2.07 shall survive completion of any offering of Registrable Securities in a registration statement and the termination of this Agreement. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

Section 2.08. Termination of Registration Rights . All registration rights granted under this ‎ Article 2 shall terminate and be of no further force and effect, with respect to (a) INCAP Sub on the earliest to occur of (i) the date all Registrable Securities held by or issuable to INCAP Sub may be sold (x) free of any resale restrictions under the Stockholders’ Agreement (as defined in the Share Purchase Agreement) and (y) under Rule 144 without limitation or restriction under any of the requirements of Rule 144, (ii) the fifth anniversary of the date hereof and (iii) the date on which Seller and the Affiliates of Seller, collectively, hold less than 10% of the Common Stock then outstanding (including Common Stock issuable upon the conversion of the Convertible Note (assuming that the Company elects Physical Settlement (as such term is defined in the Convertible Notes Indenture) to settle all conversions of the Convertible Notes, and without regard to whether there are conditions that would prevent the conversion of the Convertible Notes at such time)) and (b) each other Holder, on the date on which all Registrable Securities held by or issuable to such Holder may be sold under Rule 144 without limitation or restriction under any of the requirements of Rule 144.

Section 2.09. Assignment of Registration Rights . The rights to cause the Company to register Registrable Securities pursuant to this ‎ Article 2 may be assigned by any Holder (including the general partner of any of the VantagePoint Entities and any of the Edison Entities but excluding Seller) to a transferee or assignee of Registrable Securities which (i) is a subsidiary, parent, general partner, limited partner, member, shareholder, or Affiliate of such Holder, (ii) is a Holder’s immediate family member or a trust for the benefit of an individual Holder or immediate family members of such Holder, (iii) acquires at least fifty percent (50%) of the shares of Registrable Securities then held by the transferring Holder, or (iv) acquires at least twenty percent (20%) of the Registrable Securities then outstanding (as adjusted for stock splits and combinations);

provided , however , (A) the transferor shall, within ten (10) business days after such transfer or assignment, furnish to the Company written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned and (B) such transferee or assignee shall agree to be subject to all provisions of this Agreement as a “Holder” by execution and delivery of a counterpart signature page hereto.

Section 2.10. Limitation on Subsequent Registration Rights . As of the effective time of this Agreement, the Company represents and warrants that it is not a party to, or otherwise subject to, any other agreement granting registration rights with respect to any securities of the Company. After the date of this Agreement, the Company shall not, without the prior written consent of each Holder holding (together with its Affiliates) at least ten percent (10%) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to those granted to the Holders hereunder.

Section 2.11. Rule 144 Reporting . The Company shall use commercially reasonable efforts to satisfy the condition contained in Rule 144 under the Securities Act with respect to current public information and any other conditions to make such Rule available to the Holders for the sale of Registrable Securities, including filing with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act. In addition, the Company shall furnish to each Holder so long as such Holder owns Registrable Securities, promptly upon request, a written statement by the Company as to its compliance with the reporting requirements of Rule 144.

ARTICLE 3

MISCELLANEOUS

Section 3.01. Governing Law . This Agreement shall be governed by and construed under the laws of the State of Delaware, without regard to the conflicts of laws rules of such state.

Section 3.02. Jurisdiction . The parties hereby agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the District of Delaware or any Delaware State court, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of Delaware, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be

served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in ‎ ‎ Section 3.11 shall be deemed effective service of process on such party.

Section 3.03. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 3.04. Survival . The representations, warranties, covenants, and agreements made herein shall survive any investigation made by any Investor and the closing of the transactions contemplated hereby. All statements as to factual matters contained in any certificate or other instrument delivered by or on behalf of the Company pursuant hereto in connection with the transactions contemplated hereby shall be deemed to be representations and warranties by the Company hereunder solely as of the date of such certificate or instrument.

Section 3.05. Successors and Assigns . (a) Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors and permitted assigns, heirs, executors, and administrators of the parties hereto and shall inure to the benefit of and be enforceable by each person who shall be a permitted assignee of a Holder in accordance with ‎ Section 2.09 and a holder of Registrable Securities from time to time. Immediately after the Distribution and the Contribution, INCAP Sub shall automatically become the “Seller” hereunder and succeed to all of the rights and obligations of City in its capacity as Seller under this Agreement; provided that INCAP Sub executes and delivers a counterpart hereto.

Section 3.06. Effectiveness . This Agreement shall not become effective until (a)execution and delivery of a counterpart hereto by each of the Company, City and each of the Other Investors and (b) the occurrence of the Closing. For the avoidance of doubt, the Amended and Restated Investor Rights Agreement dated as of January 1, 2008 by and among the Company, each Other Investor and the other parties thereto, as amended (the “ Investor Rights Agreement ”), shall remain in full force and effect until the effectiveness of this Agreement in accordance with this ‎ Section 3.06.

Section 3.07. Entire Agreement . This Agreement and the Schedule hereto, constitute the full and entire understanding and agreement among the parties with regard to the subject matter hereof.

Section 3.08. Severability . In case any provision of the Agreement shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 3.09. Amendment and Waiver . Except as otherwise expressly provided herein, this Agreement may be amended or modified and the observance thereof may be waived (either generally or in a particular instance and either retroactively or

prospectively), only with the written consent of the Company and each Holder holding (together with its Affiliates) at least ten percent (10%) of the Registrable Securities then outstanding; provided that no such amendment or waiver shall affect any Holder in a more adverse or disproportionate manner than the other Holders, without obtaining the consent of such adversely and disproportionately affected Holder. Any amendment or waiver effected in accordance with this ‎ Section 3.09 shall be binding upon each Holder and the Company.

Section 3.10. Delays or Omissions . It is agreed that no delay or omission to exercise any right, power, or remedy accruing to any party hereto, upon any breach, default or noncompliance of any other party hereto under this Agreement shall impair any such right, power, or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of any similar breach, default or noncompliance thereafter occurring.

Section 3.11. Notices and Consents . All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission and electronic mail (“ e-mail ”) transmission, so long as a receipt of such e-mail is requested and received) and shall be given to the party to be notified at the address as set forth on the signature pages hereof or Exhibit A hereto or at such other address as such party may hereafter specify for the purpose by notice to the other parties hereto. All notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

Section 3.12. Titles and Subtitles . The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

Section 3.13. Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of the date set forth in the first paragraph hereof.

GAIN CAPITAL HOLDINGS, INC.


By:
	Name:
	Title:

[ Signature Page to Registration Rights Agreement ]

CITI INDEX GROUP LIMITED


By:

INCAP GAMING B.V.


By:

[ Signature Page to Registration Rights Agreement ]

VANTAGEPOINT VENTURES PARTNERS IV (Q), L.P

By:	VantagePoint Venture Associates IV, L.L.C., its General Partner


By:
	Name:
	Title:

VANTAGEPOINT VENTURE PARTNERS IV, L.P.

By:	VantagePoint Venture Associates IV, L.L.C., its General Partner


By:
	Name:
	Title:

[ Signature Page to Registration Rights Agreement ]

VANTAGEPOINT VENTURE PARTNERS IV PRINCIPALS FUND, L.P.

By:	VantagePoint Venture Associates IV, L.L.C., its General Partner


By:
	Name:
	Title:

VP NEW YORK VENTURE PARTNERS, L.P.

By:	VantagePoint Venture Associates IV, L.L.C., its General Partner


By:
	Name:
	Title:

[ Signature Page to Registration Rights Agreement ]

EDISON VENTURE FUND IV SBIC, L.P.

By:	Edison Partners IV SBIC, LLC, its General Partner


By:
	Name:
	Title:

EDISON PARTNERS IV SBIC, LLC


By:
	Name:
	Title:

[ Signature Page to Registration Rights Agreement ]

GAIN CAPITAL HOLDINGS, INC.

COUNTERPART SIGNATURE PAGE TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

[Month, Year]

The undersigned desiring to become a Holder as defined under that Registration Rights Agreement dated as of _______ ___, 20__ (as amended, the “ Agreement ”), among GAIN Capital Holdings, Inc., a Delaware corporation (the “ Company ”) and the other parties thereto as of the date set forth above, hereby adopts and agrees to be bound by all of the terms and provision of, and shall be entitled to all of the benefits and privileges of, the Agreement applicable to a Holder and authorizes the Company to attach this signature page to the Agreement in order to make the undersigned a party to the Agreement.


By:
	Name:
	Title:

SCHEDULE A

Schedule of Other Investors

Edison Entities:

Edison Venture Fund IV SBIC, L.P .

1009 Lenox Drive #4

Lawrenceville, NJ 08648

Edison Partners IV SBIC, LLC

1009 Lenox Drive #4

Lawrenceville, NJ 08648

VantagePoint Entities :

VantagePoint Venture Partners IV (Q), L.P.

1001 Bayhill Drive, Suite 300

San Bruno, CA 94066

VantagePoint Venture Partners IV, L.P.

1001 Bayhill Drive, Suite 300

San Bruno, CA 94066

VantagePoint Venture Partners Principals Fund, L.P.

1001 Bayhill Drive, Suite 300

San Bruno, CA 94066

VP New York Venture Partners, L.P.

1001 Bayhill Drive, Suite 300

San Bruno, CA 94066