SECURITIES PURCHASE AGREEMENT

1.  

At the Initial Closing (or as promptly as practicable thereafter in the case of stock certificates): (i) the Company will deliver (A) to IP(A) certificates for 2,420,215 shares of Common Stock and executed Springing Lien Notes in the aggregate principal amount of $50,000,000, (B) to each other Investor certificates for the shares of Common Stock in the applicable amount set forth in Schedule A registered in the name of such Investor and executed Springing Lien Notes in the applicable aggregate principal amount set forth in Schedule A registered in the name of such Investor which shall be reflected in one or more global notes representing the Springing Lien Notes and held by The Depository Trust Corporation or its nominee (or a custodian on its behalf) and (C) a commitment fee to IP(A) of $1,428,572, and a commitment fee to the other Investors in the aggregate amount of $1,428,572; and (ii) each Investor, in full payment for such shares of the Purchased Common Stock and such Springing Lien Notes, will deliver the applicable cash consideration for such securities set forth in Schedule A (or in the case of IP(A), $50,000,000) by wire transfer of immediately available funds to the account designated by the Company.  Notwithstanding the foregoing, as mutually agreed between the Company and each Investor, such Investor’s commitment fee may be netted against the applicable cash consideration payable by such Investor (in which case the Investor shall remit to the Company an amount equal to such cash consideration less such commitment fee).

2.  

The Company hereby: (i) makes to the Investors the same representations and warranties made by the Company to Wingate in Section 3.01 of the Master Investment Agreement to the same extent as made by the Company to Wingate

3.  

Each of the Investors hereby: (i) makes to the Company the same representations and warranties made by the Purchaser to the Company in Section 3.02 of the Master Investment Agreement (other than Section 3.02(i)) and the same acknowledgements as made by the Purchaser to the Company in Section 4.04(a), (b) and (c) of the Master Investment Agreement, in each case as if each Investor were a “Purchaser” for purposes of such Sections and to the same extent as made by Purchaser to the Company (and as if each reference to “this Agreement” in such Section were a reference to this Purchase Agreement and each reference to “Ancillary Document” in such Section were a reference to the Registration Rights Agreement and Indenture only); (ii) agrees to the obligation set forth in Section 4.01 of the Master Investment Agreement and (iii) agrees to indemnify the Company Indemnitees with respect to any misrepresentation, breach of warranty or breach of covenant or obligation under this Purchase Agreement by any Investor to the same extent as the indemnity provided by the Purchaser to the Company Indemnitees in Section 6.09(b) of the Master Investment Agreement.

4.  

Each Investor hereby acknowledges and agrees that, by its execution of this Purchase Agreement, such Investor shall be deemed to be a party to the Registration Rights Agreement as of the date hereof and shall have all of the rights and observe all of the obligations of a “Holder” (as defined in the Registration Rights Agreement) thereunder.

E*TRADE FINANCIAL CORPORATION  

By:

Name:

Title:

BY:       BAA CO-INVESTMENT FUND

(GENPAR), LLC, ITS MANAGER

 

BY:     BLACKROCK ALTERNATIVE

ADVISORS GP HOLDINGS, LLC, ITS SOLE

MEMBER

 

BY:     BLACKROCK FINANCIAL

MANAGEMENT, INC., ITS MANAGING

MEMBER

  

By:

Name: 

Title:

By:

Name:

Title: 

  

By:

Name:

Title: