Dated 30 September 2016 FOREX CAPITAL MARKETS L.L.C. and FX PUBLICATIONS, INC. ASSET PURCHASE AGREEMENT relating to the sale and purchase of the assets of the DailyFX business of Forex Capital Markets L.L.C.

Forex Capital Markets L.L.C. a company incorporated in Delaware whose registered office is at 55 Water Street, 50th floor, New York, NY 10041, United States (the “Seller”); and

FX Publications, Inc. a company incorporated in Delaware whose registered office is at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808 (the “Purchaser”),

The Seller has agreed to sell the Business Assets and to assume the obligations imposed on the Seller under and subject to the terms and conditions of this Agreement.

The Purchaser has agreed to purchase the Business Assets and to assume the obligations imposed on the Purchaser under and subject to the terms and conditions of this Agreement.

the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, 1997;

the Foreign Corrupt Practices Act of 1977 of the U.S., as amended by the Foreign Corrupt Practices Act Amendments of 1988 and 1998, and as may be further amended and supplemented from time to time;

the United Kingdom Bribery Act 2010; and

any other applicable law (including: any (a) statute, ordinance, rule or regulation; (b) order of any court, tribunal or any other judicial body; and (c) rule, regulation, guideline or order of any public body, or any other administrative requirement) which:

prohibits the conferring of any gift, payment or other benefit on any person or any officer, employee, agent or adviser of such person; and/or

is broadly equivalent to the Foreign Corrupt Practices Act of 1977 of the U.S. (as amended as per the above) and/or the above United Kingdom laws or was intended to enact the provisions of the OECD Convention on Combating Bribery of Foreign Public Officials in International Transactions, 1997, or which has as its objective the prevention of corruption,

DailyFX site traffic;

DailyFX Leads;

DailyFX first trades; and

DailyFX Client Losses;

FXCM Chile SA (the “FXCM Chile Outsourcing Agreement”);

Salex Holdings Srl; and

Stentor Group SA;

any rights or claims under the Seller Insurance Policies; and

any claims against any relevant Tax Authority in respect of Taxation,

that statute or statutory provision as from time to time modified, re-enacted or consolidated whether before or after the date of this Agreement;

any past statute or statutory provision (as from time to time modified, re-enacted or consolidated) which that statute or statutory provision has directly or indirectly replaced; and

any subordinate legislation (including regulations) made from time to time under that statute or statutory provision.

a person include any individual, company (wherever incorporated), partnership, joint venture, or unincorporated association (whether or not having separate legal personality); and

a company include any company, limited liability company, corporation or any body corporate, wherever formed or incorporated.

holds a majority of the voting rights in it;

is a member or shareholder of it and has the right to appoint or remove a majority of its board of directors or equivalent managing body;

is a member or shareholder of it and controls alone, pursuant to an agreement with other shareholders or members, a majority of the voting rights in it; or

has the right to exercise a dominant influence over it, for example by having the right to give directions with respect to its operating and financial policies, with which directions its directors are obliged to comply,

On and subject to the terms and conditions of this Agreement, the Seller shall sell, and the Purchaser shall purchase, the Business Assets.

The Business Assets to be sold and purchased under and pursuant to the terms and conditions of this Agreement, which shall be sold free from Encumbrances, shall be as follows:

the Aweber Account;

the list of members from the “Membership Area” in the DailyFX Chinese site (excluding FXCM Customers);

the Evergreen Training Materials;

the Chinese Language Mobile Application;

the Content Library;

the Content Management System;

the Logo and Brand;

the List of Leads;

the Social Media Accounts;

the Source Code;

the Transferring Domain Names;

the Owned Business IPR (on and subject to the terms set out in Schedule 1);

the books and records relating to the Business;

the benefit (so far as the same can lawfully be assigned or transferred to or held in trust for the Purchaser) of the Seller Claims; and

all other property, rights and assets owned by the Seller and used, enjoyed or exercised predominantly in relation to the Business at Closing.

There shall be expressly excluded from the sale and purchase of the Business Assets under and pursuant to the terms and conditions of this Agreement: (i) the Speculative Sentiment Indicator; (ii) servers, computer hardware and peripherals and any other tangible property (including without limitation office furniture and webinar video equipment) used by the Relevant Employees and/or to host the DailyFX websites; (iii) the proprietary software and trading platforms (including, but not limited to, Trading Station) which are owned and/or licensed by the Seller’s Group and which are not predominantly used by the Business; (iv) individual user licences in respect of “off-the-shelf” software programs and applications (including, but not limited to, Microsoft Office, Adobe Acrobat applications); (v) the FXCM Brand and (vi) all other property, rights and assets (other than the Business Assets) owned by the Seller’s Group. The Purchaser agrees that it shall cease to use on, and shall remove from, all Business Assets the FXCM Brand as soon as practicable after Closing and in any event within 40 Business Days of the Second Closing.

Subject to Clause 2.1.6, the Purchaser shall, with effect from Closing, assume, duly and punctually pay, satisfy, discharge, perform or fulfil all Liabilities when due to the extent arising out of or relating to the Business after Closing.

Subject to Clause 2.1.6, Clause 2.1.4 shall not apply to, and the Purchaser shall not be obliged to assume, duly and punctually pay, satisfy, discharge, perform or fulfil, and the Seller shall assume, duly and punctually pay, satisfy, discharge, perform or fulfil except as provided for in Clauses 9.12 and 14.9:

all Liabilities of the Seller or any member of the Seller’s Group (other than any Liability in respect of Taxation) arising out of or relating to the Business at any time before Closing;

any Liability expressly reserved to the Seller or specifically excluded under this Agreement;

any Liability in respect of any moneys borrowed, or indebtedness in the nature of borrowings incurred, by the Seller in relation to the Business or any security, guarantee, comfort or other financial accommodation in respect of such moneys or indebtedness;

any Liability of the Seller or any member of the Seller’s Group in respect of Taxation (i) arising out of or relating to the Business at any time before Closing

any Liability to the extent it relates to an Excluded Asset; and

any Liability under any contracts, undertakings, arrangements or agreements entered into before Closing by the Seller which are not Business Assets.

The parties agree that all rights and obligations in respect of any Employment Losses shall be dealt with solely in accordance with Schedule 2.

The Purchaser hereby grants to the Seller’s Group, with effect from Closing, a perpetual, royalty-free, non-exclusive, worldwide licence to use, reproduce, modify, display, disseminate, exploit, modify and create derivative works from the Evergreen Training Materials, provided, however, that such Evergreen Training Materials (other than any Basic Evergreen Training Materials) are only accessible through the use of a username and password which is provided exclusively by the Seller or relevant member of the Seller’s Group.

The Purchaser hereby grants to the Seller’s Group, with effect from Closing, a perpetual, royalty-free, non-exclusive, worldwide licence to use, reproduce, modify, display, disseminate, exploit, modify and create derivative works from the Trading Guides.

The Seller hereby grants to the Purchaser’s Group, with effect from Closing, a perpetual, royalty-free, non-exclusive, worldwide licence to use, reproduce, modify, display, disseminate, exploit, modify and create derivative works from the Speculative Sentiment Indicator.

The provisions of Schedule 2 shall apply in respect of the Relevant Employees.

Prior to Closing, the Purchaser has the right to add the names of any France-based employees of the Seller’s Group (being any of Sylvain Loganadin, Michel Chabbouh and Remi Mahmoud and no other person or persons without the prior written consent of the Seller) to the list contained in Part 5 of Annex A to Schedule 2.

an amount in cash equal to US$36,000,000 payable on the Closing Date; and

an amount in cash equal to US$4,000,000 payable on the Second Closing Date,

If any payment is made by one party to the other in respect of any Claim or otherwise under this Agreement, the payment shall be treated as an adjustment of the consideration paid by the Purchaser for the particular category of Business Asset to which the payment and/or Claim relates under this Agreement and the Purchase Price shall be deemed to be increased or reduced (as relevant) by the amount of such payment.

If:

the payment and/or Claim relates to more than one category of Business Asset, it shall be allocated in a manner which reflects the impact of the matter to which the payment and/or Claim relates, failing which it shall be allocated rateably to all other Business Assets by reference to the proportions in which the Purchase Price is allocated in accordance with Schedule 3; or

the payment and/or Claim relates to no particular category of Business Asset, it shall be allocated rateably to all other Business Assets by reference to the proportions in which the Purchase Price is allocated in accordance with Schedule 3,

The provisions of this Agreement (other than Clause 1, this Clause 4 and Clauses 5, 12 and 14.2 to 14.16) is conditional upon satisfaction subject only to Closing or waiver by the Purchaser of the following conditions:

completion of modifications to the Purchaser’s customer relationship management systems to receive and utilise leads and contacts from or relating to the Business Assets, on terms satisfactory to the Purchaser in its sole and absolute discretion; and

unanimous and unqualified approval from the board and/or sub-committee of the board of IG Group Holdings plc, of the purchase of the Business Assets, on and subject to the terms and conditions of this Agreement.

If either of the conditions set out in Clause 4.1.1 has not been satisfied or waived, in each case by the Purchaser, on or before 31 October 2016, this Agreement shall automatically terminate and no party shall have a claim against the other party under this Agreement or any other document referred to herein, save for any claim arising from a breach of any obligation on or before such date of termination.

Between the date of this Agreement and Closing, the Seller undertakes to carry on the Business as a going concern in the ordinary and usual course as carried on prior to the date of this Agreement, save in so far as agreed in writing by the Purchaser.

Without prejudice to the generality of Clause 5.1.1, the Seller undertakes that, between the date of this Agreement and Closing, it shall not without the prior written consent of the Purchaser:

enter into, or exercise an option in relation to, or amend, any agreement or incur any commitment relating to the Business which is not capable of being terminated without compensation at any time with three months’ notice or less or which is not in the ordinary course of business or which involves or may involve total annual expenditure in excess of US$50,000;

acquire, or agree to acquire, any material asset or material stock for use in the Business, or enter into or amend any agreement relating to the Business or incur any commitment to do so, in each case involving consideration, expenditure or liabilities in excess of US$5,000;

dispose of, or agree to dispose of, any of the Business Assets;

save as required by law:

make or agree to make any amendment to the terms and conditions of employment (including remuneration, pension entitlements and other benefits) of any Relevant Employee (other than minor increases in the ordinary and usual course of business which the Seller shall notify to the Purchaser as soon as reasonably possible);

provide or agree to provide any gratuitous payment or benefit to any Relevant Employee or any of his dependants;

terminate or take any steps to terminate (constructively or otherwise) the employment of any Relevant Employee (except in accordance with his or her terms of employment and for gross misconduct);

induce, or attempt to induce, any Relevant Employee to resign their employment in the Business;

induce, or attempt to induce, any Relevant Employee not to enter into any Offer Letter, Employment Transfer Agreement, or any “letter of intent” (as referred to in paragraph 1.4.1 of Schedule 2);

induce, or attempt to induce, any Relevant Employee to breach the terms of any Offer Letter, Employment Transfer Agreement, or any “letter of intent” (as referred to in paragraph 1.4.1 of Schedule 2);

transfer or agree to transfer any Relevant Employee from working in the Business; or

grant any awards and options under any share incentive, share option, profit sharing, bonus or other incentive arrangements to any Relevant Employee other than in accordance with the Seller’s normal practice; or

enter into any guarantee, indemnity or other agreement to secure any obligation of a third party or create any Encumbrance over any of the Business Assets or any part of them.

Without prejudice to the generality of Clause 5.1.1, prior to Closing the Seller shall:

allow the Purchaser and its agents, upon reasonable notice, during normal working hours, reasonable access to, and to take copies of, the books, records and documents of the Business;

take all reasonable steps to preserve the validity of the Owned Business IPR;

not assign, dispose of or create any Encumbrance over, or agree to assign, dispose of or agree to create any Encumbrance over any Owned Business IPR;

not grant any licence, or agree to grant any licence, to any third party, to use any Owned Business IPR; and

not terminate, materially amend, transfer or grant a waiver under any agreement with a third party under which Owned Business IPR is licensed by the Seller.

For the avoidance of doubt, the Seller shall not be liable for any claim under this Clause 5 unless Closing occurs pursuant to and in accordance with the terms and conditions of this Agreement.

Closing shall take place at the offices of Linklaters LLP, One Silk St, London EC2Y 8HQ on the Closing Date or at such other location, time or date as may be agreed between the Purchaser and the Seller.

As soon as practicable after the date of this Agreement, the Purchaser and the Seller shall acting reasonably and in good faith:

agree upon the milestones to achieve migration of the DailyFX websites to the relevant member of the Purchaser’s Group as soon as practicable and the actions to be taken by each relevant member of the Purchaser’s Group and the Seller’s Group respectively in order to achieve such milestones; and

use all reasonable endeavours to perform or cause to be performed the actions to be taken by the Purchaser’s Group and Seller’s Group respectively in order to achieve such agreed milestones.

Second Closing shall take place at the offices of Linklaters LLP, One Silk St, London EC2Y 8HQ on the Second Closing Date or at such other location, time or date as may be agreed between the Purchaser and the Seller.

On Closing, the Purchaser shall pay the amount set out in Clause 3.1.1 to the Seller.

On Second Closing, the Purchaser shall pay the amount set out in Clause 3.1.2 to the Seller.

to terminate this Agreement (other than Clauses 1, 12 and 14.2 to 14.16) without liability on its part; or

to effect Closing and/or (as the case may be) Second Closing so far as practicable having regard to the defaults which have occurred; and/or

in respect of Closing, to fix a new date for Closing (being not more than 20 Business Days after the agreed date for Closing) in which case the provisions of Schedule 4 shall apply to Closing as so deferred but provided such deferral may only occur once; and/or

in respect of Second Closing, to fix a new date for Second Closing (being not more than 20 Business Days after the agreed date for Second Closing) in which case the provisions of Schedule 4 shall apply to Second Closing as so deferred but provided such deferral may only occur once.

all Assumed Liabilities and any Liability incurred by the Seller arising from the conduct of the Business by the Purchaser after Closing including any such Liability which becomes a Liability of the Seller by virtue of any applicable law; and

any Losses which the Seller may suffer by reason of the Seller taking any reasonable action to avoid, resist or defend against any Liability referred to in Clause 7.1.1(i).

any Excluded Liability; and

any Losses which the Purchaser may suffer by reason of the Purchaser taking any reasonable action to avoid, resist or defend against any Excluded Liability referred to in Clause 7.1.2(i).

If the Seller becomes aware after Closing of any claim which constitutes or may constitute an Assumed Liability or which could give rise to a liability for a member of the Seller’s Group in respect of which it is entitled to be indemnified by the Purchaser, the Seller shall as soon as reasonably practicable (but in any event within such period as will afford the Purchaser reasonable opportunity of requiring the Seller to lodge a timely appeal) give written notice thereof to the Purchaser and shall not admit, compromise, settle, discharge or otherwise deal with such claim without the prior written consent of the Purchaser (such consent not to be unreasonably withheld, delayed or conditioned).

The Purchaser shall be entitled at its own expense and in its absolute discretion, by notice in writing to the Seller, to take such action as it shall deem necessary to avoid, dispute, deny, defend, resist, appeal, compromise, settle or contest the relevant claim in the name of and on behalf of the Seller and to have the conduct of any related proceedings, negotiations or appeals.

Any failure by the Seller to comply with its obligations in this Clause 7.2.1 shall reduce the liability of the Purchaser to indemnify the Seller under Clause 7.1.1 to the extent the Purchaser demonstrates to the reasonable satisfaction of the Seller that it was prejudiced by the failure.

If the Purchaser becomes aware after Closing of any claim which constitutes or may constitute an Excluded Liability or which could give rise to a Liability for a member of the Purchaser’s Group in respect of which it is entitled to be indemnified by the Seller under and pursuant to the terms and conditions of this Agreement, the Purchaser shall as soon as reasonably practicable (but in any event within such period as will afford the Seller reasonable opportunity of requiring the Purchaser to lodge a timely appeal) give written notice thereof to the Seller and shall not admit, compromise, settle, discharge or otherwise deal with such claim without the prior written consent of the Seller (such consent not to be unreasonably withheld, delayed or conditioned).

The Seller shall be entitled at its own expense and in its absolute discretion, by notice in writing to the Purchaser, to take such action as it shall deem necessary to avoid, dispute, deny, defend, resist, appeal, compromise, settle or contest the relevant claim in the name of and on behalf of the Purchaser and to have the conduct of any related proceedings, negotiations or appeals.

Any failure by the Purchaser to comply with its obligations in this Clause 7.2.2 shall reduce the liability of the Seller to indemnify the Purchaser under Clause 7.1.2 to the extent the Seller demonstrates to the reasonable satisfaction of the Purchaser that it was prejudiced by the failure.

If, following Closing, any property, right or asset not forming part of the Business is found to have been transferred to the Purchaser in error, the Purchaser shall transfer such property, right or asset (and any related liability which is not an Assumed Liability) as soon as reasonably practicable to the Seller or a member of the Seller’s Group nominated by the Seller reasonably acceptable to the Purchaser.

The Seller shall indemnify and keep indemnified the Purchaser (for itself and on behalf of any other member of the Purchaser’s Group) against any Tax suffered on the transfer of any property, right or asset to the Seller under Clause 7.4.1.

The Seller and the Purchaser acknowledge and agree that the Seller shall be permitted to retain copies of all information contained in the books and records relating to the Business at any time before Closing in locations accessible by legal and compliance staff and not generally accessible by all personnel for use in relation to any enquiry or proceedings involving or before any court, arbitrator, governmental agency or regulatory body (including any Tax Authority).

The Seller shall pay to the Purchaser on the due date for payment an amount equal to:

any liability to pay employer’s social security contributions and any liability to account for employees’ social security contributions and income tax due under PAYE or any other equivalent withholding system arising in respect of any share incentive, share option or other incentive granted to any Relevant Employee before the date on which such Relevant Employee becomes employed by the Purchaser, a relevant member of the Purchaser’s Group or China Newco (as the case may be) if and to the extent assumed by the Purchaser or any of its Affiliates pursuant to applicable law, any Employee Transfer Agreement, and/or any other contract or agreement relating to a Relevant Employee’s employment with the Seller or relevant member of the Seller’s Group; and

any penalties or interest arising in connection with a failure of the Seller to pay amounts due in accordance with Clause 7.5.1(i).

The Purchaser appoints the Seller as its agent to collect an amount equal to any employees’ social security contributions and income tax liability arising in respect of any share incentive, share option or other incentive granted to any Relevant Employee before the date on which such Relevant Employee becomes employed by the Purchaser, a relevant member of the Purchaser’s Group or China Newco (as the case may be).

The due date for payment under Clauses 7.5.1(i) and 7.5.1(ii) shall be 10 Business Days before the latest date on which the social security contributions or income tax may be paid to any Taxation Authority without a liability to interest and penalties arising or, if payment has already been made, 5 Business Days after service by the Purchaser of a notice containing a written demand.

The Seller shall provide the Purchaser with all information reasonably required by the Purchaser relating to the calculation of amounts payable under Clause 7.5.1 within 10 Business Days of the liability arising or, if sooner, 5 Business Days before the date the liability is payable by the Purchaser.

If the Purchaser becomes aware after Closing of any matter which could give rise to a liability under Clauses 7.5.1(i) or 7.5.1(ii) it shall give notice of that matter to the Seller as soon as reasonably practicable.

Subject to Clause 8.2, the Seller warrants to the Purchaser in the terms set out in Schedule 5 as at the date of this Agreement and warrants such terms as at the Closing Date as if such warranties had been repeated at Closing (and any reference made to the date of this Agreement (whether express or implied) within or in relation to any Seller’s Warranty shall be construed, in relation to any such repetition, as a reference to Closing), by reference to the facts, matters or circumstances then subsisting (other than any matters approved by the Purchaser pursuant to, or permitted by, Clause 5).

The Seller acknowledges that the Purchaser has entered into this Agreement in reliance upon the Seller’s Warranties.

Each of the Seller’s Warranties shall be separate and independent and shall not be limited by reference to any other paragraph of Schedule 5.

Any Seller’s Warranty qualified by the expression “to the best of the Seller’s knowledge” or any similar expression shall, unless otherwise stated, be deemed to refer to the knowledge of Dror Niv, Robert Lande, Siju Daniel, Ashley Chun, Paul Saake, Michael Buzzeo, Ryan Leonard, Jared Velez, John O’Neil and Olga Monico, in each case as at the date two Business Days before the relevant Seller’s Warranty is given pursuant to this Agreement (provided that, for the avoidance of doubt, if such person becomes aware of any matter between the date of this Agreement and Closing, he or she shall not be deemed to be aware of such matter at the date hereof), who shall be deemed to have knowledge of such matters as they would have discovered, had they made due and careful enquiries.

The Purchaser acknowledges and agrees that in entering into this Agreement it has relied only on the Seller’s Warranties and that it shall have no right or remedy in respect of any representation, warranty, promise or assurance (made by any person whether or not a party to this Agreement) which is not included in the Seller’s Warranties other than a fraudulent representation.

The Seller is under no obligation to disclose to the Purchaser anything which is or may constitute a breach of or be inconsistent with any of the Seller’s Warranties of which it may become aware after Closing.

The provisions of Clause 9 shall limit the liability of the Seller in relation to any Warranty Claim and Tax Warranty Claim and, where applicable, any Claim.

If, after the signing of this Agreement:

the Seller becomes aware that any of the Seller’s Warranties was untrue, inaccurate or misleading as of the signing of this Agreement; or

any event occurs or matter arises of which the Seller becomes aware which results or may result in any of the Seller’s Warranties being untrue, inaccurate or misleading at Closing, had the Seller’s Warranties been repeated on Closing,

Any notification pursuant to Clause 8.3.1 shall not operate as a disclosure pursuant to Clause 8.2 of this Agreement and the Seller’s Warranties shall not be subject to such notification.

The Seller shall not be liable for any Claim unless notice of the claim is given by the Purchaser to the Seller:

in the case of any Claim (other than a Warranty Claim and a Tax Warranty Claim), without limit in time;

in the case of any Tax Warranty Claim, within 7 years following Closing; and

in the case of any Warranty Claim, within 24 months following Closing.

Subject to Clause 9.1.3, where notice has been given in respect of any claim for breach of Seller’s Warranty (other than in respect of a claim for breach of a Fundamental Warranty) in accordance with Clause 9.1.1, any such claim shall be deemed to have been irrevocably withdrawn and lapsed unless:

proceedings in respect of any such claim have been issued and served on the Seller not later than the expiry of the period of 6 months after the date of that notice; or

any such claim is satisfied, settled or withdrawn before that date.

If any claim for breach of Seller’s Warranty (other than a claim for breach of a Fundamental Warranty) arises by reason of a Liability that is future, contingent and/or unquantifiable:

the Seller shall not be under any obligation to make any payment for any such claim until such time as that Liability becomes an actual Liability, or is capable of being quantified, provided that this shall not prevent the Purchaser from serving notice and commencing proceedings in respect of any such claim; and

if any such claim has been notified to the Seller in accordance with the provisions of Clause 9.1.1, the 6 month period referred to in Clause 9.1.2 shall be deemed to commence on the date on which the relevant Liability ceases to be contingent or becomes quantifiable (as the case may be).

Save as expressly provided otherwise, each limitation on the Seller’s Liability in this Agreement shall be read and construed without prejudice to each of the other provisions relating to the same.

The Seller shall not be liable for breach of any Seller’s Warranty (other than a Fundamental Warranty) in respect of any individual claim (or a series of claims arising from substantially identical facts or circumstances) where the Liability agreed or determined (disregarding the provisions of this Clause 9.2) in respect of any such claim or series of claims does not exceed US$40,000.

Where the Liability agreed or determined in respect of a claim exceeds US$40,000, subject as provided elsewhere in this Clause 9, the Seller shall be liable for the amount of the claim or series of claims as agreed or determined and not just the excess.

The Seller shall not be liable for breach of any Seller’s Warranty (other than a Fundamental Warranty) in respect of any claim unless the aggregate amount of all claims for which the Seller would otherwise be liable for breach of any Seller’s Warranty (other than a Fundamental Warranty) (disregarding the provisions of this Clause 9.3) exceeds US$400,000.

Where the Liability agreed or determined in respect of all claims referred to in Clause 9.3.1 exceeds US$400,000 subject as provided elsewhere in this Clause 9, the Seller shall be liable for the aggregate amount of all claims as agreed or determined and not just the excess.

The aggregate Liability of the Seller in respect of all breaches of the Seller’s Warranties (other than a Fundamental Warranty) and in respect of all aggregate Liabilities under the Transitional Services Agreement shall not exceed US$15,000,000.

Notwithstanding the foregoing, in no circumstances shall the aggregate Liability of the Seller under this Agreement or any other agreement entered into in connection with it exceed the Purchase Price actually received by the Seller.

arises in respect of any matter to the extent that the same would not have occurred but for any matter or thing done or omitted to be done pursuant to and in compliance with this Agreement or otherwise at the request or with the approval of the Purchaser;

arises or is increased as a result of any act, omission or transaction of the Purchaser’s Group or their respective directors, officers, employees or agents or successors in title after Closing;

arises or is increased wholly or partly as a result of any change in legislation, regulation, directive, enactment (including any legislation, regulation, directive, enactment not in force at the date of this Agreement) or any withdrawal of any practice or statutory concession of any government, governmental department or agency or any regulatory body occurring after the date of this Agreement, whether or not such change takes effect retrospectively or not after the date of this Agreement;

arises or is increased as a consequence of a change in the interpretation of the law in any jurisdiction after the date of this Agreement, or wholly or partly from an act or omission compelled by law;

arises or is increased as a result of any change in the rates of Tax;

arises after a change in the accounting policy or practice of the Purchaser or any member of the Purchaser’s Group introduced or having effect after Closing;

arises after a change in the Tax policies or in the method of submitting tax returns of the Purchaser or any member of the Purchaser’s Group which is implemented and has effect after Closing; or

arises or is increased as a result of any cessation of, or any material change in, the nature or conduct of the Business occurring after Closing.

Where the Purchaser has recovered any payment from a third party (other than another member of the Purchaser’s Group) for any sum in respect of any matter giving rise to a Claim:

if the Seller has not by that time made any payment to the Purchaser in respect of any such Claim, the amount payable by the Seller in respect of any such Claim shall be reduced by an amount equal to the sum recovered by the Purchaser from the relevant third party, after deducting the costs and expenses of recovering it and any Tax payable by the Purchaser (or which would have been payable by the Purchaser but for the availability of any Tax relief) as a result of receiving such sum (a “Net Sum Recovered”); or

if the Seller has already made a payment in respect of any such Claim, the Purchaser shall repay to the Seller an amount equal to the lesser of that payment and the Net Sum Recovered.

If any amount is repaid to the Seller by the Purchaser pursuant to Clause 9.9.1, the amount repaid shall not be treated as paid by the Seller for the purposes of calculating the Seller’s total Liability under Clause 9.4.

regularly consult with the Seller in relation to the Third Party Proceeding;

upon reasonable request by the Seller disclose in writing to the Seller all information and documents relating to the Third Party Proceeding or matters which will or are likely to give rise to a Third Party Proceeding, and if requested by the Seller, give the Seller and its professional advisers reasonable access at reasonable times and on reasonable notice to the personnel of the Purchaser and to any relevant premises, documents and records under the power, possession or control of the Purchaser to enable the Seller and its professional advisers to interview such personnel, and to examine such claim, premises, documents and records and to take copies thereof at their own expense; and

the Purchaser shall not make any admission of liability or agreement or compromise with any third party in relation to a Third Party Proceeding where the admission of such liability or agreement or compromise exceeds the value of US$5,000,000 without the prior written consent of the Seller (such consent not to be unreasonably withheld, delayed or conditioned).

directly or indirectly, publish publicly accessible foreign exchange and CFD-related original research and analysis on any web property;

directly advertise with, receive leads or accept customers from any third party that publishes publicly accessible foreign exchange and CFD-related original research and analysis, in each case only where and to the extent that such restricted activity is on the basis of an exclusive contractual arrangement with the relevant party or in circumstances where (A) any such restricted advertisements take up more than 50 per cent. of the available advertising space on the relevant form of media used by the relevant third party and (B) the Purchaser or any other relevant member of the Purchaser’s Group has been refused any available advertising space on such form of media by such third party when offered commercially reasonable terms because of such third party’s relationship with any member of the Restricted Group; or

directly or indirectly, induce or seek to induce any Restricted Employee to become employed whether as employee, consultant or otherwise by any member of the Restricted Group, whether or not such Restricted Employee would thereby commit a breach of his or her contract of service. The placing of an advertisement of a post available to the public generally and the recruitment of a person through an employment agency shall not constitute a breach of this Clause 11 provided that neither the Seller nor any other member of the Restricted Group encourages or advises such agency to approach any Restricted Employee.

fulfilling any obligation pursuant to this Agreement, the Transitional Services Agreement or any other agreement entered into in connection with this Agreement;

publishing any third party source of news, research and analysis on any web property owned by any member of the Restricted Group or through any of the trading platforms used by any member of the Restricted Group provided that such news, research and analysis is not content which is capable of being published solely by any member of the Restricted Group and provided also that such third party source has a distinct distribution channel which is utilised by the relevant member of the Restricted Group to procure and onward publish such news, research and analysis;

making available any prices, indicators, tools, widgets and graphics (in each case whether proprietary to any member of the Restricted Group or otherwise) through any web property owned by any member of the Restricted Group or through any of the trading platforms used by any member of the Restricted Group;

publishing educational training material (being material that is evergreen (i.e., not time sensitive and which does not become invalid over time) and which is predicated on market conditions at a point in time and whether produced by any member of the Restricted Group or otherwise);

publishing original research and analysis limited to commentary on interactive forums, tools or charts (in each case whether proprietary to any member of the Restricted Group or otherwise and including but not limited to Trading View Charts or any similar successor or replacement charts in the form of Trading View Charts) posted on any web property owned by any member of the Restricted Group or on any of the trading platforms used by any member of the Restricted Group provided that such commentary: (i) shall not be syndicated and/or offered on non-interactive forums such as television and radio; and (ii) (in the case of each such commentary provided by a member of the Restricted Group only) shall be limited to an initial post not to exceed 500 words and follow-on posts of 200 words or less which are directed at comments in the discussion thread from third parties;

publishing non-publicly accessible foreign exchange and CFD-related original research and analysis through any web property owned by any member of the Restricted Group or through any of the trading platforms used by any member of the Restricted Group provided that such foreign exchange and CFD-related original research and analysis is only accessible through the use of a username and password which is provided exclusively by the Seller or relevant member of the Seller’s Group and provided also that such research and analysis shall not be syndicated and/or offered on non-interactive forums such as television and radio; and

publicly promoting any of the non-publicly accessible foreign exchange and CFD-related original research and analysis described in Clause 11.2.6 provided that such promotion shall be restricted to an appropriately captioned hypertext link that will not directly connect to the foreign exchange and CFD-related original research or analysis and provided also that such foreign exchange and CFD-related original research and analysis is only accessible through the use of a username and password which is provided exclusively by the Seller or relevant member of the Seller’s Group.

“Restricted Employee” means any Relevant Employee who for the avoidance of doubt, becomes employed by any member of the Purchaser’s Group pursuant to and in accordance with the terms and conditions of this Agreement;

“Restricted Group” means, from time to time, any member of the Seller’s Group and any joint venture in which any member of the Seller’s Group is economically interested in over 50 per cent. of such joint venture, any subsidiary, subsidiary undertaking, holding company or parent undertaking of the relevant member of the Seller’s Group and any subsidiary or subsidiary undertaking of any such holding company or parent undertaking, and includes any company acting under the instruction or inducement of any member of the Seller’s Group to carry out or engage in any of the restricted activities contemplated by Clause 11.1 pursuant to and in accordance with the terms and conditions of a licence or other arrangement with the relevant member of the Seller’s Group; and

“Restricted Period” means three years commencing on Closing.

With effect from Closing, the Confidentiality Agreement and the Letter of Intent shall be terminated and each of the parties thereto shall be released from their obligations under the Confidentiality Agreement and the Letter of Intent, except in relation to any antecedent breach.

Subject to Clauses 12.1 and 12.2.3, each of the Seller and the Purchaser shall treat as strictly confidential and not disclose or use any information received or obtained as a result of entering into this Agreement (or any agreement entered into pursuant to this Agreement) which relates to:

the existence and the provisions of this Agreement and of any agreement entered into pursuant to this Agreement;

the negotiations relating to this Agreement (and any such other agreements);

(in the case of the Seller) any information relating to the Business following Closing and any other information relating to the business, financial or other affairs (including future plans and targets) of the Purchaser’s Group; or

(in the case of the Purchaser) any information relating to the business, financial or other affairs (including future plans and targets) of the Seller’s Group including, prior to Closing, the Business.

Clause 12.2.2 shall not prohibit disclosure or use of any information if and to the extent:

the disclosure or use is required by law, any governmental or regulatory body or any stock exchange;

the disclosure or use is required to vest the full benefit of this Agreement in the Seller or the Purchaser;

the disclosure or use is required for the purpose of any judicial proceedings arising out of this Agreement or any other agreement entered into under or pursuant to this Agreement;

the disclosure is made to a Tax Authority in connection with the Tax affairs of the disclosing party;

the disclosure is made to a party to whom assignment is permitted under Clause 12.3 on terms that such assignee undertakes to comply with the provisions of Clause 12.2.2 in respect of such information as if it were a party to this Agreement;

the disclosure is made to professional advisers of any member of the Seller’s Group or any member of the Purchaser’s Group (as the case may be) on terms that such professional advisers undertake to comply with the provisions of Clause 12.2.2 in respect of such information as if they were a party to this Agreement;

the information is or becomes publicly available (other than by breach of the Confidentiality Agreement or this Agreement);

the other party has given prior written approval to the disclosure or use; or

the information is independently developed after Closing,

The Purchaser shall not have, or shall not be entitled to, the benefit of any Seller Insurance Policy in respect of any event, act or omission, that takes place after the Closing Date and it shall be the sole responsibility of the Purchaser to ensure that adequate insurances are put in place in relation to the Business with effect from the Closing Date; and

neither the Seller nor any member of the Seller’s Group shall be required to maintain any Seller Insurance Policy in relation to the Business.

This Agreement contains the whole agreement between the Seller and the Purchaser relating to the subject matter of this Agreement at the date of this Agreement to the exclusion of any terms implied by law which may be excluded by contract and supersedes any previous written or oral agreement between the Seller and the Purchaser in relation to the matters dealt with in this Agreement.

The Purchaser agrees and acknowledges that:

it is not entering into this Agreement on the basis of, and is not relying and has not relied on, any statement or representation (whether negligent or innocent) or warranty or other provision (in any case whether oral, written, express or implied) made, given or agreed to by any person (whether a party to this Agreement or not) except those expressly repeated or referred to in this Agreement or the Disclosure Letter; and

save as expressly set out in this Agreement, no party or person connected with that party shall owe any duty of care to any other party or person connected to that party.

Each of the Seller and the Purchaser agrees and acknowledges that its only right and remedy in relation to any representation, warranty or undertaking made or given in connection with this Agreement shall be for breach of the terms of this Agreement and each of the Seller and the Purchaser waives all other rights and remedies (including those in tort or arising under statute) in relation to any such representation, warranty or undertaking. The Purchaser further agrees and acknowledges that it shall not have, and shall not seek to claim, any right to rescind or terminate this Agreement after the date of this Agreement (other than pursuant to Clauses 4.2 and 6.4.1) and hereby waives all and any rights it may have in this regard.

In Clauses 14.2.1 to 14.2.2(i), references to “this Agreement” include the Disclosure Letter and all documents entered into pursuant to this Agreement.

Nothing in this Clause 14.2 excludes or limits any liability for fraud.

Subject to Clause 14.3.2, no party shall assign, charge or otherwise dispose of any of its rights under this Agreement (whether in whole or in part) without the prior written consent of the other party.

The Purchaser may assign in whole or in part the benefit of this Agreement to any other member of the Purchaser’s Group, provided that:

if such assignee ceases to be a member of the Purchaser’s Group the benefit of this Agreement shall be deemed automatically by that fact to have been transferred to a member of the Purchaser’s Group immediately before such assignee ceases to be a member of the Purchaser’s Group; and

the Seller’s or any other member of the Seller’s Group’s liability shall in no way be increased by such assignment.

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of, or enjoy any benefit under, this Agreement, except to the extent set out in this Clause 14.4.

A Relevant Employee may enforce and rely on Clause 8.4 to the same extent as if it were a party to this Agreement.

The relevant member of the Seller’s Group may enforce and rely on Clause 2.1.7 to the same extent as if it were a party to this Agreement.

This Agreement may be terminated and any term may be amended or waived without the consent of a Relevant Employee.

The Seller shall bear all costs incurred by it and any other member of the Seller’s Group in connection with the preparation, negotiation and entry into of this Agreement and the sale of the Business Assets.

The Purchaser shall bear all such costs incurred by it and any other member of the Purchaser’s Group in connection with the preparation, negotiation and entry into of this Agreement and the purchase of the Business Assets.

The Purchaser and the Seller shall each bear fifty (50) per cent. of the cost of all stamp duty, and all registration and transfer Taxes and duties or their equivalents in all jurisdictions where such fees, Taxes and duties are payable as a result of the transactions contemplated by this Agreement. The party with the applicable legal obligation for paying any such stamp duty or other fees, Taxes or duties shall be responsible for arranging the payment of such stamp duty, and all other such fees, Taxes and duties, including fulfilling any administrative or reporting obligation imposed by the jurisdiction in question in connection with such payment. The Purchaser shall indemnify the Seller or any other member of the Seller’s Group against any Losses suffered by the Seller or other member of the Seller’s Group as a result of the Purchaser failing to comply with its obligations under this Clause 14.9 and the Seller shall indemnify the Purchaser or any other member of the Purchaser’s Group again any Losses suffered by the Purchaser or other member of the Purchaser’s Group as a result of the Seller failing to comply with its obligations under this Clause 14.9.

The Seller will be responsible for the preparation and filing of all Tax returns for the Seller for all periods as to which Tax returns are due after the Closing Date. The Seller will make all payments required with respect to any such Tax Return.

Where any payment is made under this Agreement pursuant to an indemnity, compensation or reimbursement provision and that sum is subject to a charge to Taxation in the hands of the recipient (other than Taxation attributable to a payment of consideration, or a payment being properly treated as an adjustment to the consideration paid by the Purchaser for the Business), the sum payable shall be increased to such sum as will ensure that after payment of such Taxation (and after giving credit for any tax relief available to the recipient in respect of the matter giving rise to the payment) the recipient shall be left with a sum equal to the sum that it would have received in the absence of such a charge to Taxation provided that if either party to this Agreement shall have assigned or novated the benefit in whole or in part of this Agreement then the liability of the other party under this Clause 14.11.1 shall be limited to that (if any) which it would have been had no such assignment or novation taken place.

Where any sum constituting an indemnity, compensation or reimbursement to any party to this Agreement (the “Party”) is paid to a person other than the Party but is treated as taxable in the hands of the Party, the payer shall promptly pay to the Party for all Taxation suffered by it in respect of the payment (after giving credit for any tax relief available to the Party in respect of the matter giving rise to the payment) provided that if either party to this Agreement shall have assigned or novated the benefit in whole or in part of this Agreement then the liability of the other party under this Clause shall be limited to that (if any) which it would have been had no such assignment or novation taken place.

Any notice or other communication in connection with this Agreement (each, a “Notice”) shall be:

in writing in English; and

delivered by hand, email, recorded delivery or courier using an internationally recognised courier company.

A Notice to the Seller shall be sent to the following address, or such other person or address as the Seller may notify to the Purchaser from time to time:

A Notice to the Purchaser shall be sent to the following address, or such other person or address as the Purchaser may notify to the Seller from time to time:

A Notice shall be effective upon receipt and shall be deemed to have been received:

at 9.00 a.m. on the second Business Day following the date of posting, in the case of recorded delivery;

at the time of delivery, if delivered by hand or courier; or

the day after the date of transmission, if delivered by email, so long as the sender does not receive notice of failed delivery.

If any provision in this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, the provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to the commercial intention of the parties.

To the extent it is not possible to delete or modify the provision, in whole or in part, under Clause 14.13.1, then such provision or part of it shall, to the extent that it is illegal, invalid or unenforceable, be deemed not to form part of this Agreement and the legality, validity and enforceability of the remainder of this Agreement shall, subject to any deletion or modification made under Clause 14.13.1, not be affected.

This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be governed by and construed in accordance with English law.

Each of the Seller and the Purchaser irrevocably agrees that the courts of England are to have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Agreement and that accordingly any proceedings arising out of or in connection with this Agreement shall be brought in such courts. Each of the Seller and the Purchaser irrevocably submits to the jurisdiction of such courts and waives 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.

The Seller hereby irrevocably appoints Forex Capital Markets Limited of Northern and Shell Building, Eighth Floor, 10 Lower Thames Street, London, EC3R 6AD as its agent to accept service of process in England and Wales 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.

The Seller agrees to inform the Purchaser in writing of any change of address of such process agent within 14 days of such change.

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

The Purchaser hereby irrevocably appoints Market Data Limited of Cannon Bridge House, 25 Dowgate Hill, London, EC4R 2YA as its agent to accept service of process in England and Wales 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 Purchaser.

The Purchaser agrees to inform the Seller in writing of any change of address of such process agent within 14 days of such change.

If such process agent ceases to be able to act as such or to have an address in England and Wales, the Purchaser irrevocably agrees to appoint a new process agent in England and Wales 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.

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

instructing the Seller’s domain name service provider or any relevant domain name registry (as relevant) to transfer each of the Transferring Domain Names to the Purchaser (or to another entity nominated by the Purchaser reasonably acceptable to the Seller);

executing and providing all necessary documents, papers, forms, zone file data and authorisations;

providing any necessary online domain name account details and authorisation codes;

completing the relevant change of registrant and administrative contact functions within such domain name accounts; and

providing any necessary email or other online confirmations to the Seller’s domain name service provider or domain name registry (as relevant) in respect of the transfer of the Transferring Domain Names; and

The parties acknowledge that the relevant member of the Purchaser’s Group has offered to enter into an individualised Employee Transfer Agreement (in substantially the form attached hereto as Annex B) with the Germany-based Relevant Employee, which shall implement and regulate the mutual termination of employment with the Seller or relevant member of the Seller’s Group and the entry into of a new employment relationship with the Purchaser or the relevant member of the Purchaser’s Group, respectively.

Upon Closing, the individualised Employee Transfer Agreement referred to in paragraph 1.1.1 shall become effective, and the Germany-based Relevant Employee’s employment with the Seller or relevant member of the Seller’s Group shall terminate pursuant to the terms of the individualised Employee Transfer Agreement.

The parties acknowledge that the relevant member of the Purchaser’s Group has issued an Offer Letter to each U.S.-based Relevant Employee, and that each U.S.-based Relevant Employee has accepted the terms of such Offer Letter.

Upon Closing, the terms of the Offer Letters referred to in paragraph 1.2.1 shall become effective and the Seller shall immediately release, or procure that the relevant member of the Seller’s Group immediately releases, each U.S.-based Relevant Employee from their employment.

The Purchaser and the Seller shall cooperate to obtain the appropriate U.S. visa to permit the U.S.-based Delayed Employee to work in the United States for the Purchaser or the relevant member of the Purchaser’s Group (the “U.S. Visa”).

The parties acknowledge that the relevant member of the Purchaser’s Group has issued an Offer Letter to the U.S.-based Delayed Employee, that the employment of the U.S.-delayed Employee is conditional on the U.S.-delayed Employee being granted the U.S. Visa, and that the U.S.-based Delayed Employee has accepted the terms of the Offer Letter.

Upon the U.S.-delayed Employee being granted the U.S. Visa, the terms of the Offer Letter referred to in paragraph 1.3.2 shall become effective and the Seller shall immediately release, or procure that the relevant member of the Seller’s Group immediately releases, the U.S.-based Delayed Employee from her employment.

For the avoidance of any doubt, between Closing and the date on which the U.S.-based Delayed Employee’s employment with the Purchaser or relevant member of the Purchaser’s Group becomes effective pursuant to paragraph 1.3.3, the U.S.-based Delayed Employee shall remain an employee at will of the relevant member of the Seller’s Group, and shall provide services to the Purchaser’s Group under the Transitional Services Agreement.

Nothing in this paragraph 1.3:

shall prohibit the relevant member of the Seller’s Group from lawfully terminating for Cause the U.S.-based Delayed Employee’s employment at any time prior to the U.S.-based Delayed Employee’s employment with the Purchaser or relevant member of the Purchaser’s Group becoming effective pursuant to paragraph 1.3.3;

shall restrict or otherwise limit the right of the U.S.-based Delayed Employee to voluntarily resign her employment with the Seller or relevant member of the Seller’s Group; or

constitutes an employment contract between the U.S.-based Delayed Employee and the Seller or relevant member of the Seller’s Group.

If the U.S. Visa is not granted within six months of Closing, the Seller’s and the Purchaser’s respective rights and obligations under this paragraph 1.3 shall immediately cease unless the Seller and the Purchaser agree otherwise in writing.

For the purposes of this Schedule 2, “Cause” shall have the same meaning as in any applicable severance plan or policy of the Seller or, if there is no such plan or policy, any act or omission constituting gross misconduct.

The parties acknowledge that the Purchaser’s Group has sent a “letter of intent” to each China-based Relevant Employee.

Upon China Newco becoming permitted to lawfully employ the China-based Relevant Employees, China Newco will make offers of employment to each of the China-based Relevant Employees still employed by the Seller or relevant member of the Seller’s Group. Any such offer of employment shall be on substantially the same terms as those on which such China-based Relevant Employee was employed and provide for the continuation of any accrued entitlements, in each case as at the Closing Date. Any requirement under applicable local law for the payment of severance pay (“economic compensation”) to any such China-based Relevant Employee for the period from and including the date on which such China-based Relevant Employee’s employment with China Newco becomes effective to and including the date falling 30 days thereafter shall be borne by the Seller and thereafter by the Purchaser. Upon a China-based Relevant Employee resigning from their employment, the Seller shall immediately release, or procure that the relevant member of the Seller’s Group immediately releases, such China-based Relevant Employee from their employment.

For the avoidance of any doubt, between Closing and the date on which the China-based Relevant Employees’ employment with China Newco becomes effective (being no later than six months from Closing) pursuant to paragraph 1.4.2, the China-based Relevant Employees shall remain employees of the relevant member of the Seller’s Group, and shall provide services to the Purchaser’s Group under the Transitional Services Agreement.

Nothing in this paragraph 1.4 shall prohibit the relevant member of the Seller’s Group from lawfully terminating for Cause the employment of any China-based Relevant Employee at any time prior to such China-based Relevant Employee’s employment with China Newco becoming effective pursuant to paragraph 1.4.2.

Subject to paragraph 2.2, if any person other than a Relevant Employee (an “Undisclosed Employee”) alleges that as a result (whether directly or indirectly) of the sale of the Business Assets pursuant to this Agreement, his contract of employment, or any liability in connection with his employment or its termination, has transferred to the Purchaser, or to an agent or contractor of the Purchaser, pursuant to applicable local laws then the Purchaser must give written notice to the Seller as soon as reasonably practicable upon becoming aware of the same (the “Notice”).

If the German-based Relevant Employee does not sign an Employment Transfer Agreement prior to Closing (or if before Closing the German-based Relevant Employee or any Additional French Employee terminates an Employment Transfer Agreement which he has previously signed), and he alleges that as a result (whether directly or indirectly) of the sale of the Business Assets pursuant to this Agreement, his contract of employment, or any Liability in connection with his employment or its termination, has transferred to the Purchaser, or to an agent or contractor of the Purchaser, pursuant to applicable local laws, he shall be treated as an Undisclosed Employee for the purposes of paragraph 2.1 above.

The Purchaser, the agent or the contractor may terminate the employment of such Undisclosed Employee within 15 Business Days from the date the Notice is given and must, as soon as reasonably practicable, give written notice to the Seller of the same, and the Seller shall indemnify the Purchaser on behalf of itself, its agent or its contractor on an ongoing basis against all Employment Losses which the Purchaser or its agent or contractor incurs in relation to such Undisclosed Employee, whether such Employment Losses relate to a period before or after the Closing Date, including any Employment Losses arising from the termination of the employment of such an Undisclosed Employee. For the avoidance of doubt, if the Purchaser, the agent or the contractor do not terminate the employment of such Undisclosed Employee within 15 Business Days from the date the Notice is given, the Seller shall not be obliged to indemnify the Purchaser on behalf of itself, its agent or its contractor on an ongoing basis against any Employment Losses which the Purchaser or its agent or its contractor incurs in relation to such Undisclosed Employee from and after the expiry of such 15-Business Day period.

From the date on which the Relevant Employees’ employment with the Purchaser, relevant member of the Purchaser’s Group or China Newco (as the case may be) becomes effective pursuant to paragraph 1 above, the Purchaser will perform and discharge all of its obligations in respect of the Relevant Employees relating to their employment with the Purchaser or any member of the Purchaser’s Group, subject, in respect of the Germany-based Relevant Employee and any Additional French Employees, to the entry into of the Employee Transfer Agreement by the Germany-based Relevant Employee and any Additional French Employees and the Seller (or relevant member of the Seller’s Group), and the Purchaser shall indemnify the Seller accordingly.

Subject to paragraph 2.4, the Seller will perform and discharge, and shall procure that the relevant member of the Seller’s Group performs and discharges, all of its obligations in respect of the Relevant Employees relating to their employment with or termination of employment by the Seller or relevant member of the Seller’s Group, including, without limitation, responsibility for all Employment Losses arising from or relating to such employment or its termination, and the Seller shall indemnify the Purchaser accordingly.

If either party becomes aware of any matter that might give rise to it (the “Beneficiary”) having a claim under an indemnity set out in this Schedule against the other party (the “Covenantor”), the following provisions apply:

the Beneficiary will immediately give written notice to the Covenantor of the matter in respect of which the indemnity is being claimed (stating in reasonable detail the nature of the matter and, so far as practicable, the amount claimed) and will consult with the Covenantor with respect to the matter. If the matter has become the subject of any proceedings, the Beneficiary will give notice within sufficient time to enable the Covenantor to contest the proceedings before any first instance judgment in respect of such proceedings is given; and

the Beneficiary will:

take such action and institute such proceedings, and give such information and assistance, as the Covenantor or its insurers may reasonably request to dispute, resist, appeal, compromise, defend, remedy or mitigate the matter or enforce against any person (other than the Covenantor) the rights of the Beneficiary or its insurers in relation to the matter;

in connection with any proceedings related to the matter (other than against the Covenantor), use professional advisers nominated by the Covenantor or if its insurers so request, allow the Covenantor or its insurers the exclusive conduct of the proceedings in each case on the basis that the Covenantor will fully indemnify the Beneficiary for all costs incurred as a result of any request or nomination by the Covenantor or its insurers and provided that the Covenantor shall take into account in the conduct of the proceedings any reasonable concern of the Beneficiary which is notified to the Covenantor by the Beneficiary provided that the Covenantor shall provide reports to the Beneficiary upon reasonable request relating to the material aspects of any claim including, where requested by the Beneficiary, such additional information and documentation as may be required; and

not admit liability in respect of or settle the matter without the prior written consent of the Covenantor such consent not to be unreasonably withheld, delayed or conditioned; and

if the Covenantor has the conduct of any litigation and negotiations in connection with a claim, the Covenantor will promptly take all proper action to deal with the claim so as not, by any act or omission in connection with the claim, to cause the Beneficiary to be in breach of its obligations to its current or past employees or to cause the Beneficiary's business interests to be materially prejudiced.

The indemnities given by the Covenantor in this Schedule are without prejudice (but not so as to enable any double recovery) to any rights which any Beneficiary may have at law or otherwise including, but not limited to, any right of contribution.

The indemnities contained in this Schedule will, for the avoidance of doubt, extend to include all costs and expenses suffered or reasonably incurred by the Beneficiary in connection with enforcing its rights under this Schedule.

The rights of each party under this Schedule:

may be exercised as often as necessary;

are cumulative and not exclusive of rights or remedies provided by law; and

may be waived only in writing and specifically.

Delay in exercising or non-exercise of any such right is not a waiver of that right.

The consideration for the purchase of the Business Assets (including the Assumed Liabilities) shall be allocated between each of the following asset classes included in the sale of the Business Assets, as applicable, as set out below:

the Employee Transfer Agreement for the German-based Relevant Employee, duly signed by the relevant member of the Seller’s Group;

Employee Transfer Agreements for any Additional French Employees, duly signed by the relevant member of the Seller’s Group;

the Transitional Services Agreement duly executed by the Seller;

the List of Leads;

the Advertising Agreement duly executed by the Seller;

evidence that the Seller is authorised to execute this Agreement, the Advertising Agreement, the Transitional Services Agreement and any and all agreements and documents with respect to the transactions contemplated by the foregoing;

evidence satisfactory to the Purchaser that all existing systems of the Seller or any other member of the Seller’s Group are disabled to the extent required so that the Seller and its Affiliates are no longer able to access electronically the list of subscribers contained in the Aweber Account and the List of Leads (other than, in each case, FXCM Customers);

assignments of unregistered Owned Business IPR in accordance with Schedule 1, to the extent it has been possible to prepare and execute these by Closing;

a properly executed (a) affidavit of non-foreign status from the Seller that complies with Section 1445 of the Code and (b) IRS Form W-9;

those Business Assets which are capable of transfer by delivery;

evidence reasonably satisfactory to the Purchaser of the termination, without cost to the Purchaser, of the Outsourcing Agreements;

releases or waivers in respect of the Encumbrances affecting any of the Business Assets; and

all other books, records and other information relating to the Business and all information relating to customers, suppliers, agents and distributors and other information relating to the Business (including the Relevant Employees) as the Purchaser may reasonably require and copies, or, at the Seller’s option, originals of any such books, records, documents or other information in the possession or control of the Seller which relate only in part to the Business and which the Purchaser may reasonably require,

the Transitional Services Agreement duly executed by the Purchaser;

the Advertising Agreement duly executed by the Purchaser;

all applicable transaction tax exemption or resale certificates associated with the Business Assets; and

evidence that the Purchaser is authorised to execute this Agreement, the Advertising Agreement and the Transitional Services Agreement.

The registers, statutory books and books of account of the Business:

are up-to-date;

are maintained in accordance with applicable law on a proper and consistent basis; and

contain complete and accurate records of all matters required to be dealt with in such books and records.

All registers, books and records referred to in paragraph 1.1 and all other documents (including documents of title and copies of subsisting agreements to which the Seller is a party) which are the property of the Seller are in the possession of (or under the control) of the Seller and no notice that any of such registers, books and records is incorrect or should be rectified has been received by the Seller in the past three years.

prepared by the Seller on a consistent basis with the Accounts;

extracted from the same data source as any customer account information used by the Seller in the announcement of external monthly information; and

prepared so as to give a true, not misleading and materially accurate view of the assets, liabilities and state of affairs of the Business, including DailyFX site traffic, DailyFX Leads, DailyFX first trades and DailyFX Client Losses, since the Accounts Date and of the profits or losses for the period concerned.

are legally and beneficially owned by the Seller;

are, where capable of possession, in the possession or under the control of the Seller;

are free from Encumbrances; and

are not the subject of any factoring arrangement, conditional sale or credit agreement.

All Business IPR is either legally and beneficially owned by the Seller or lawfully used with the consent of the owner under a licence, a copy of which is in the Data Room;

to the best of the Seller’s knowledge, all Owned Business IPR is not being infringed or used without authorisation, attacked or opposed by any person; and

all Owned Business IPR is not subject to any Encumbrance or any licence or authority in favour of another,

it is in full force and effect, no notice having been given on either side to terminate it;

no circumstances exist or have existed which would entitle a party to terminate or vary it;

neither entering into, nor compliance with, nor completion of, this Agreement will entitle a party to terminate it, vary it, or make a claim under it, or result in any other adverse consequences for the Seller (including the loss of any right or benefit) under it;

the obligations of all parties thereto have been fully complied with in all material respects and, to the best of the Seller’s knowledge, no disputes that would entitle a party to terminate it have arisen or are reasonably foreseeable in respect thereof; and

where such licences are of such a nature that they could be registered with the appropriate authorities and where such registration would have the effect of strengthening the Seller’s rights they have been so registered.

For the purposes of this paragraph 4.7, “Business IT” means all Information Technology which in the two years immediately before Closing has been used by the Seller exclusively in the Business. Each element of the Business IT is owned by, or validly used under an agreement with, the Seller.

Save for the elements of the Business IT to be provided under the Transitional Services Agreement, the Business Assets comprise all of the Seller’s right, title and interest in the Business IT.

The Business IT is in good working order and is sufficient to satisfy the current business requirements (including requirements as to data volumes) of the Business.

In the past three years there have been no performance reductions or breakdowns of any Business IT which have had (or are having) a material adverse effect on the Business.

All agreements relating to the Business IT are provided under written contracts with the Seller, true copies of which are attached to the Disclosure Letter. In relation to each such contract:

it is in full force and effect, no notice having been given by the parties to it to terminate it; and

no disputes have arisen and the obligations of the parties thereto have been fully complied with.

In the past three years there have been no security breaches affecting any Business IT or any unauthorised disclosures of data which, in either case, have had (or are having) a material adverse effect on the Business. The Seller:

has security measures in place to protect the Business IT that are in accordance with current industry practice;

has carried out regular penetration testing on the Business IT and any weaknesses detected by such testing have, to the best of the Seller’s knowledge, been remedied; and

has procedures to back up data and disaster recovery plans that are in accordance with current industry practice.

The Seller has materially complied in the past three years with all applicable requirements (including notification requirements) of the Data Protection Legislation in the U.S., the United Kingdom, the European Union, Australia, Hong Kong and China, in each case with respect to the Business.

Details of all the fair processing information used in the Business in the past three years, and the procedures for obtaining consent from individuals for marketing, have been included in the Data Room. The Business IT has the functionality to record any consents and refusals or withdrawal of consents to receiving direct marketing material, and all such consents or refusals or withdrawal of consents have been recorded and retained using such functionality.

In the past three years, no Data Protection Authority has alleged that the Seller has failed to comply with Data Protection Legislation or threatened to conduct an investigation into or take enforcement action against the Seller.

The Seller has not been involved in a dispute with an individual in respect of any infringement or, to the best of the Seller’s knowledge, alleged infringement of the Data Protection Legislation and the Seller has not received a written claim for compensation from any individual in respect of any such infringement or alleged infringement in the previous three years.

The transfer to the Purchaser of the personal data comprised in the Business Assets will materially comply with Data Protection Legislation in the U.S., the United Kingdom, the European Union, Australia, Hong Kong and China, in each case with respect to the Business.

to the best of the Seller’s knowledge, cause the Business to lose the benefit of any right or privilege it presently enjoys;

to the best of the Seller’s knowledge, cause any person who normally does business with or gives credit to the Business not to continue to do so on the same or a substantially similar basis; and

to the best of the Seller’s knowledge, result in a material breach of, or give any third party a right to terminate or vary, or result in any Encumbrance under, any contract or arrangement comprised in the Business Assets.

The Disclosure Letter contains details, in relation to the Business, of:

the total number of Relevant Employees;

the salary and other benefits, period of continuous employment, location, grade and age of each Relevant Employee;

where any Relevant Employee is absent from work (other than by reason of any vacation or scheduled non-work day), the reason for the absence;

the contract of employment of each Relevant Employee;

the standard terms and conditions of each grade or category of Relevant Employee;

details of any Relevant Employees employed on materially different terms from the standard terms and conditions of employment;

details of any enhanced redundancy pay arrangements (contractual or otherwise), if any, applicable to the Relevant Employees;

details of material policies applicable to the Relevant Employees including on sickness and sick pay, maternity, paternity and adoption leave and pay;

details of the Relevant Employees showing role, period of continuous employment, employer, salary, grade, applicable bonus scheme(s) and other material benefits; and

the terms of any agreements with third parties for the supply of temporary workers.

The Seller has not entered into any arrangement regarding any future variation in any contract of employment in respect of any of the Relevant Employees or any agreement imposing an obligation on the Purchaser to increase the basis and/or rates of remuneration and/or the provision of other benefits in kind.

Subject to the requirements of applicable law, any written or unwritten contract of employment with any Relevant Employee can be terminated by three months’ notice or less without giving rise to any claim for damages or compensation (other than a statutory redundancy payment or statutory compensation for unfair dismissal).

No Relevant Employee has given or received notice to terminate his or her employment (except for any releases from employment in respect of each of the Germany-based Relevant Employee, the China-based Relevant Employees and the U.S.-based Relevant Employees as referred to in paragraph 1 of Schedule 2).

In the past 12 months, there have been no proposals to terminate the employment of any Relevant Employee.

No liability which remains undischarged has been incurred, and no liability may be incurred, by any member of the Seller’s Group for breach of any contract of employment with any Relevant Employee, or for breach of a statutory obligation in respect of any Relevant Employee or for failure to comply with any order for the reinstatement or re-engagement of any Relevant Employee.

In the six months prior to the date of this Agreement, no member of the Seller’s Group has agreed to make any payment or provided any benefit to any Relevant Employee or any dependant of any such persons in connection with the proposed termination or suspension of employment or variation of any contract of employment of any such Relevant Employee.

all works councils and employee representative bodies which by law or any collective bargaining agreement have the right to be informed and/or consulted on matters which affect the Relevant Employees; and

all union recognition agreements, collective agreements, works council and European Works Council agreements between the Seller and such bodies (other than national collective bargaining agreements or industry wide collective agreements) relevant to the Relevant Employees.

The Seller has provided to the Purchaser copies of the rules and other documentation relating to all share incentive, share option, profit sharing, bonus or other incentive arrangements, including employee benefit trusts, relating to any Relevant Employees.

The Purchaser will not become liable for any social security contributions arising out of the grant, exercise or release of such awards, options and other incentive arrangements which are not fully provided for in the Accounts.

In respect of all share incentive, share option, profit sharing, bonus or other incentive arrangements, including employee benefit trusts, relating to any Relevant Employees, the Seller has properly complied with all applicable statutory requirements or other equivalent withholding system and social security contributions including making such deductions as are required by law from all payments made or deemed to be or treated as made by it or on its behalf and by duly accounting to the relevant Tax Authority for all sums so deducted and for all other amounts for which it is required to account under applicable law, social security contributions or other equivalent withholding systems.

The Purchaser is not and will not become liable to pay any amount (other than Tax) to any employee benefit trust operating in conjunction with any share incentive, share option, profit sharing, bonus or other incentive arrangements for or affecting any Relevant Employees.

All material licences, consents and authorisations necessary for the carrying on of the Business as now carried on (“Licences”), copies of which are attached to the Disclosure Letter, have been obtained are not limited in duration, are in full force and effect and do not contain conditions which would hinder the ordinary and usual course of business.

To the best of the Seller’s knowledge, there is no investigation, enquiry or proceeding outstanding or anticipated which is likely to result in the suspension, cancellation, modification or revocation of any Licence.

None of the Licences have been breached or are likely to be suspended, modified or revoked or not renewed (whether as a result of the entry into or completion of this Agreement or otherwise).

The Seller is conducting, and has conducted, the Business in compliance with all material laws, material bye-laws and material regulations and the Seller is not, nor has been, in breach of any such material laws, bye-laws and regulations.

To the best of the Seller’s knowledge, there is no investigation, disciplinary proceeding or enquiry by, or order, decree, decision or judgment of, any court, tribunal, arbitrator, governmental agency or regulatory body outstanding or anticipated against the Seller.

The Seller has not received in the past three years any notice or other communication (official or otherwise) from any court, tribunal, arbitrator, governmental agency or regulatory body with respect to an alleged, actual or potential violation and/or failure to comply with any such applicable material law, bye-law or regulation, or requiring it to take or omit any action.

The Seller has not received in the past three years any notice or other communication from any court, tribunal, arbitrator, governmental agency or regulatory body with respect to its account opening processes and there is and has not been any alleged, actual or potential violation and/or failure to comply with any such applicable material law, bye law or regulation in relation to the account opening processes of the Business.

The Seller has not received any notice or other communication, and no notice or other communication has been given, from any court, tribunal, arbitrator, governmental agency or regulatory body in relation to enforcement action being taken to restrict access to the websites comprised in the Business Assets in any jurisdiction in which the Business is or was conducted in the past three years.

any Anti-Corruption Laws; or

any applicable laws relating to economic or trade sanctions, including the laws or regulations implemented by the Office of Foreign Assets Controls of the United States Department of the Treasury and any similar laws or regulations in other jurisdictions.

all premiums have been duly paid to date;

all the policies are in full force and effect;

to the best of the Seller’s knowledge, no act, omission, misrepresentation or non-disclosure by or on behalf of the Seller has occurred which makes any of these policies void, voidable or unenforceable;

to the best of the Seller’s knowledge, no circumstances have arisen which would render any of the policies void or unenforceable for illegality or otherwise;

there has been no breach of the terms, conditions and warranties of any of the policies that would entitle insurers to terminate any policy; and

there are no special or unusual limits, terms, exclusions or restrictions in any of the policies.

Details of all insurance claims made during the past three years are contained in the Data Room.

No insurance claim is outstanding and, to the best of the Seller’s knowledge, no circumstances exist which are likely to give rise to any insurance claim.

The Seller has duly and timely (taking into account any valid extensions) filed, or caused to be filed, all Tax returns that relate to the Business Assets (including any income derived therefrom) required to be filed by it (or on its behalf) and all such Tax returns were true, correct and complete in all material respects. All Taxes relating to the Business Assets (including any income derived therefrom) due and owing by the Seller have been timely paid or, where payment is not yet due, the Seller has made an adequate provision for such Taxes.

The Seller has not received any claim made by a Tax Authority in a jurisdiction where the Seller does not file Tax returns that the Seller is or may be subject to taxation by that jurisdiction in relation to the Business Assets or any income derived therefrom.

There is no Tax deficiency relating to the Business Assets or any income derived therefrom outstanding, assessed or proposed in writing against the Seller, nor has the Seller executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax.

No Tax audit, action, suit, proceeding, investigation or claim is now pending or, threatened against the Seller, by any Tax Authority in connection with any Tax returns filed by the Seller or with respect to its assets or income that relate to the Business Assets.

There are no Tax rulings, requests for rulings or closing agreements relating to the Taxation of the Business Assets that could reasonably be expected to affect the Purchaser’s liability for Taxes with respect to the Business Assets for any period after the Closing Date. The Seller has provided to the Purchaser complete and correct copies of all private letter rulings, revenue agent reports, information document requests, notices of proposed deficiencies, deficiency notices, protests, petitions, closing agreements, settlement agreements, pending ruling requests and any similar documents submitted by, received by or agreed to by or on behalf of the Seller and relating to Taxes with respect to the Business Assets (including any income derived therefrom) for all taxable periods for which the statute of limitations has not yet expired.

The Seller’s has not filed Tax returns in any jurisdiction outside the United States as a result of having a permanent establishment or other place of business in that jurisdiction related to the Business Assets.

The Seller has complied with all Laws relating to the payment and withholding of Taxes (to the extent relating to the Business Assets or any income derived therefrom) and has duly and timely withheld and paid over to the appropriate Tax Authority all amounts required to be so withheld and paid under applicable laws.

There are no Encumbrances for Taxes (other than Taxes not yet due and payable) upon any of the Business Assets.

Since the Accounts Date, the Seller has conducted the Business in all material respects in the ordinary and usual course.

All information contained in the Data Room which has been made available by or on behalf of the Seller to the Purchaser or its respective agents, employees or professional advisers in the course of the negotiations leading to this Agreement or in the course of any due diligence carried out by or on behalf of the Purchaser prior to entering into this Agreement was when given and (save to the extent the same has been supplemented, suspended or updated by a more recent version) remains true, accurate and not misleading in all material respects and the Seller is not aware of any fact or matter or circumstance not disclosed in writing to the Purchaser which renders any such information untrue, inaccurate or misleading in any material respect.

The historical data provided to the Purchaser concerning visitor and subscriber numbers, recruitment rates (including numbers of subscribers converted to trading accounts), recruited account value, attrition rates of recruited accounts and geographical spread of recruited accounts, in each case, relating to the Business, is representative of the current performance of the Business.

The Seller is validly existing, duly incorporated in the state of Delaware and in good standing under the laws of each of the jurisdictions in the U.S. which have been disclosed to the Purchaser and which are the only jurisdictions in the U.S. in which the operation of the Business or the character of the properties owned, leased or operated by the Seller in connection with the Business makes such qualifications.

The Seller has the requisite power, right and authority to enter into and to perform this Agreement and any other documents to be executed by it pursuant to or in connection with this Agreement.

The Seller has taken all corporate action required by it to authorise it to enter into and to perform this Agreement and any other documents to be executed by it pursuant to or in connection with this Agreement.

The documents referred to in paragraph 13.2 will, when executed, constitute valid and binding obligations on the Seller, in accordance with their respective terms.

The Seller is: (a) solvent and able to pay its debts as they become due in the ordinary and usual course of business; (b) not subject to any unsatisfied judgments or orders against it which affect its right to sell the Business; and (c) the Seller has assets (calculated at fair market value) to carry on its business. No transfer of property is being made and no obligation is being incurred in connection with the transactions contemplated hereby with the intent to hinder, delay or defraud either present or future creditors of the Purchaser or the Seller. In connection with the transactions contemplated hereby, the Seller has not incurred, nor plans to incur, debts beyond its ability to pay as they become absolute and matured.

The Seller has not proposed any arrangement of any type with its creditors or any group of creditors whether by court process or otherwise under which such creditors shall receive or be paid less than the amounts contractually or otherwise due to them.

Neither the Seller nor any director, secretary or creditor of the Seller has presented any petition, application or other proceedings for administration, creditors’ voluntary arrangement or similar relief by which the affairs, business or assets of the Seller are managed by a person appointed for the purpose by a court, governmental agency or similar body, or by any director, secretary or creditor or by the company itself, nor has any such order or relief been granted or appointment made.

No order has been made, petition or application presented, resolution passed or meeting convened for the purpose of winding-up the Seller or whereby the assets of the Seller are to be distributed to creditors or shareholders or other contributories of the Seller.

No arrangement, procedure, step, order, petition, application, resolution or meeting, analogous to those described at paragraphs 14.2 to 14.4, has occurred, commenced or been taken or made in any jurisdiction.

No receiver (including an administrative receiver), liquidator, trustee, administrator, supervisor, nominee, custodian or any similar or analogous officer or official in any jurisdiction has been appointed in respect of the whole or any part of the business or assets of the Seller nor has any step been taken for or with a view to the appointment of such a person nor has any event taken place or is likely to take place as a consequence of which such an appointment might be made.

No creditor of the Seller has taken any steps to enforce, or has enforced, any security over any of the Business Assets.

The Seller has not received written notice that it is in default of any of its obligations in relation to any of the financial facilities.

The Seller has not by reason of actual or anticipated financial difficulties commenced negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness.