SunGard Data Systems Inc. 680 East Swedesford Road

EX-2.1 2 dex21.htm PUT OPTION DATED AS OF JULY 31, 2008 Put Option dated as of July 31, 2008

Exhibit 2.1

SunGard Data Systems Inc.

680 East Swedesford Road

Wayne, PA 19087 USA

July 31, 2008

To:

Euronext Paris S.A.

39, rue Cambon

75039 Paris Cedex 01

France

Gagnières

Parc de la Cour Senlisse

78720 Senlisse

France

Mr. Louis Christophe Laurent

Mr. Pierre Gatignol

Mr. Frédéric Morin

Re: Put Option

Dear Sirs,

We, SunGard Data Systems Inc. (“SunGard”), hereby confirm our irrevocable and binding commitment (the “Put Option”) to purchase or to cause a company controlled by us (the “Purchaser”) to purchase 100% of the share capital and voting rights of Financière Montmartre S.A (“FM”) and the 900,032 shares of GL Trade S.A. (the “Company”) held by Euronext Paris, Gagnières and Messrs. Pierre Gatignol, Louis-Christophe Laurent and Frédéric Morin or any of their transferees and successors (the “Sellers”), in accordance with the agreement named “Share Purchase Agreement” in the form attached as Appendix A (this agreement together with its exhibits, the “SPA”) at the price conditions and under the sole condition precedents and all other terms and conditions provided for therein (the “Transaction”).

It is acknowledged that the SPA may be amended solely to reflect the actual Sellers at the date of execution of such agreement and actual proportionate obligations of such transferee and/or successor Sellers, provided that the initial Sellers shall (a) remain (i) sellers under the SPA and (ii) jointly and severally liable for the performance by their respective transferees and/or successors of any and all obligations (including with respect to the

representations and warranties and indemnification obligations) under the SPA transferred to them, and (b) act as representatives of their respective transferees and/or successors for the purpose of the SPA. Capitalized terms used in this letter and not defined therein shall have the meaning ascribed to them in the SPA.

The Put Option is valid from the date hereof until October 31, 2008 (or (i) such other date after October 31, 2008 as we may notify you in writing at our sole discretion if the Workers Committee Consultation (as defined below) is not completed by such date, provided that such extension shall not go beyond November 30, 2008 or (ii) November 30, 2008 in the event the workers committee of the Company has requested the appointment of an expert to the extent that the expert has not provided its report by October 15, 2008) (the “Option Period”), unless terminated by the Purchaser prior to that date in accordance with Article 4 below.

The Put Option can be exercised at any time within the Option Period once the information and consultation process before the workers’ committee of the Company pursuant to Article L. 2323-19 of the French Labor code in connection with the proposed Transaction (the “Workers Committee Consultation”) has been completed, by means of a registered letter with acknowledgement of receipt or by any other means evidencing the delivery of a written notification sent by the Sellers (the “Exercise Notice”).

We undertake to execute the SPA at a place to be agreed among us within three (3) Business Days from the receipt of the Exercise Notice or at such other date as shall be agreed by the Purchaser and the Sellers in writing.

1. Exclusivity

You undertake, as from the date hereof until the date which is thirty (30) calendar days after the end of the expiry of the Option Period:

(a)

not to, directly or indirectly, encourage, solicit, initiate or continue any discussion or negotiation relating to the transfer of any interest in FM or the Company or its Subsidiaries or assets, to any person or entity other than us;

(b)

to cease to supply through an electronic data room or otherwise, and not to supply any information or afford access to the business, properties, assets, books or records of FM and the Company or its Subsidiaries or assets to any person or entity other than us in relation to any transaction similar to, or with the same purpose as, the Transaction;

(c)

to instruct your advisers, agents and representatives to comply with the undertakings provided for under paragraphs (a) through (b) above.

In addition, you undertake to request in writing, as promptly as practically possible after the date hereof, any potential bidders which had access to the electronic data room organized by the Sellers and the Company in 2008 in relation to the sale process relating to FM and the Company or its Subsidiaries or assets to promptly deliver or cause to be delivered to the Company all such documents or other materials and/or to destroy (with such

delivery and destruction to be certified in writing to the Company or to the Sellers) all such documents or other materials prepared by them or by any of their representatives during the course of said sale process, in both cases to the extent of and in accordance with the terms and conditions of the confidentiality agreements entered into with said bidders.

2. Confidentiality

This Letter is subject to the terms and conditions of the Confidentiality Agreement entered into among FM, GL Trade, the Sellers and SunGard, dated April 21, 2008.

3. Other Commitments

We hereby request you to instruct the management team of the Company to initiate and conduct diligently the Workers Committee Consultation. You shall cause the Company to use its reasonable efforts to carry out the Workers Committee Consultation after the date hereof and you shall keep us informed in a timely manner of the progress thereof. We undertake to use our reasonable efforts to diligently cooperate with the Company in connection with the Workers Committee Consultation if you so request.

You shall and shall procure that the Company shall present to the workers committee of the Company the consequences of the proposed Transaction on the Company Group’s headcount in a manner consistent with the presentation that we shall provide to you in due time to enable you to review and comment on the same before presentation to the workers committee of the Company which shall take place within twenty-five (25) Business Days of the date hereof.

We will prepare the notification required for the obtaining of the Antitrust Clearance so that the official notification to the Antitrust Authority may be filed as quickly as possible after the date hereof and in any case no later than fifteen (15) Business Days from the date hereof (provided that the Sellers will have provided, or caused GL Trade and its advisors to provide, to the Purchaser and its advisors all required information regarding GL Trade without undue delay). We mutually agree that the rights and obligations provided under Section 5.1 of the SPA shall be binding on us as from the execution of this letter in connection with said notification.

We mutually agree that the rights and obligations provided under Section 5.3 of the SPA shall be binding on you as from the execution of this letter.

We understand that, following completion of the Workers Committee Consultation, a final decision will be made by you regarding the Transaction. We hereby acknowledge that, until the execution of the SPA, you will not be bound by any obligation of any nature whatsoever in connection with the Transaction, other than for its compliance with the exclusivity undertaking and your other commitments provided for hereunder, and you hereby acknowledge that, until the exercise of the Put Option, we will not be bound by any obligation of any nature whatsoever in connection with the Transaction, other than for our compliance with the terms of this letter and our commitments provided for hereunder.

All announcements made in connection with this letter or the Transaction shall be subject to a prior written agreement among us.

4. Termination

Notwithstanding anything to the contrary in this letter, the Put Option may be terminated at any time prior to the end of the Option Period by us at our sole discretion, in the event that (i) the first meeting of the worker’s committee of the Company has not been held within twenty-five (25) Business Days from the date hereof, or (ii) a law or regulation is issued, adopted or having otherwise become effective after the date hereof that makes it illegal or enjoins or prevents in any material respect the entering into the SPA (with no possibility to remedy or otherwise cure such illegality, injunction or prevention), or (iii) a proceeding by any governmental body, courts or arbitration proceeding is commenced or threatened in writing after the date hereof that seeks to make it illegal, to enjoin or to prevent in any material respect the entering into the SPA (with no possibility to remedy or otherwise cure such illegality, injunction or prevention), or (iv) there is a material breach of any of the covenants and obligations set forth in this letter on the part of the Sellers that (if curable) is not cured within twenty (20) Business Days after notice thereof.

If this letter is terminated and the Transaction is abandoned as described in the above paragraph, this letter shall become null and void and of no further force and effect, and there shall be no further obligation on the part of either Party, except that Articles 5 and 6 shall survive any such termination. Nothing in this Article 4 shall be deemed to release any Party from any liability for any breach by such Party of the terms and provisions of this letter prior to the time of termination. In particular, our right to terminate the Put Option in accordance with sub-paragraphs (i) and (ii) above is without prejudice to the provisions of Article 5 below.

5. Repayment of Fees

If (i) the Workers Committee Consultation has been completed before the expiration of the Option Period and you do not exercise the Put Option (ii) we have terminated the Put Option in accordance with Article 4(i) above or (iii) we have terminated the Put Option in accordance with Article 4(iv) above as a result of (x) a breach by you of the exclusivity undertaking set forth herein or (y) a wilful breach by you of your obligation to cause the management team of the Company to conduct diligently the Workers Committee Consultation, you agree to promptly pay to us a lump sum indemnity equal to twelve (12) million euros to indemnify us for the costs and expenses incurred by us in connection with the Transaction.

6. Governing Law

This letter shall be governed by, and construed in accordance with, the laws of France. Any disagreement or dispute arising in connection herewith shall be submitted to the Tribunal de Commerce de Paris.

We look forward to working together in the coming weeks towards the signing and Closing of this transaction.

By countersigning this letter, you agree to the exclusivity undertaking and your other commitments provided for herein


		Sincerely,

		SunGard Data Systems Inc.

		By	/s/ Cristóbal Conde
		Name:	Cristóbal Conde
		Title:	Chief Executive Officer

Euronext Paris		Pierre Gatignol

Accepted and agreed: Date: 31^st July 2008 Time:		Accepted and agreed: Date: 31^st July 2008 Time:

By:	/s/ Jean-Francois Théodore	/s/ Pierre Gatignol
Name:	Jean-Francois Théodore
Title:

Louis-Christophe Laurent		Frédéric Morin

Accepted and agreed: Date: 31^st July 2008 Time:		Accepted and agreed: Date: 31^st July 2008 Time:

/s/ Louis-Christophe Laurent		/s/ Frédéric Morin

Gagnières

Accepted and agreed: Date: 31^st July 2008 Time:

By:	/s/ Louis-Christophe Laurent
Name:	Louis-Christophe Laurent
Title:

Appendix A - SPA

SHARE PURCHASE AGREEMENT

by and among

EURONEXT PARIS,

[Pierre GATIGNOL]¹,

[Louis-Christophe LAURENT],

GAGNIERES,

[Frédéric MORIN],

and

SUNGARD DATA SYSTEMS INC.

dated as of [l], 2008

¹	To be confirmed / adapted with name of actual owner of the Shares on signing date.

TABLE OF CONTENTS


ARTICLE 1 DEFINITIONS AND INTERPRETATION		5

ARTICLE 2 SALE AND PURCHASE		12

ARTICLE 3 REPRESENTATIONS AND WARRANTIES		17

ARTICLE 4 CONDITIONS TO CLOSING		25

ARTICLE 5 COVENANTS		26

ARTICLE 6 INDEMNIFICATION		35

ARTICLE 7 TERMINATION		44

ARTICLE 8 NOTICES		45

ARTICLE 9 WAIVER, AMENDMENT		47

ARTICLE 10 ASSIGNMENT, SUBSTITUTION		47

ARTICLE 11 PUBLIC ANNOUNCEMENT - CONFIDENTIALITY		47

ARTICLE 12 GOVERNING LAW AND JURISDICTION		48

ARTICLE 13 SEVERABILITY		48

ARTICLE 14 ENTIRE AGREEMENT		48

SHARE PURCHASE AGREEMENT

This share purchase agreement (the “Agreement”) is hereby made by and among:

•

EURONEXT PARIS, a société anonyme organized under the laws of France, having its registered office located at Place de la Bourse, 75002 Paris, France, and registered with the registry of commerce and companies under No. RCS Paris 343 406 732 (“Euronext Paris”),

on the one hand,

•

[Monsieur Pierre GATIGNOL, a French citizen, married under the French séparation de biens regime, residing at,

on the second hand,

•

Monsieur Louis-Christophe LAURENT, a French citizen, married under the French séparation de biens regime, residing at,

•

GAGNIERES, a société civile organized under the laws of France, having its registered office located at Parc de la Cour Senlisse 78720 Senlisse, France, and registered with the registry of commerce and companies under No. RCS Versailles 442 963 302 (“Gagnières”),

(Mr. Louis-Christophe Laurent and Gagnières are hereinafter collectively referred to as the “Laurent Group”, and each individually, as a “Member of the Laurent Group”),

Mr. Louis-Christophe Laurent shall act jointly and severally (“à titre solidaire”) with Gagnières for all purposes of this Agreement.

on the third hand,

•

Monsieur Frédéric MORIN, a French citizen, unmarried, residing at]²,

on the fourth hand,

(Euronext Paris, Gagnières and Messrs. Pierre Gatignol, Louis-Christophe Laurent and Frédéric Morin are hereinafter collectively referred to as the “Sellers”, and each individually, as a “Seller”),

²	To be adapted as soon as possible with name of actual owner of the Shares on signing date.

Except as specifically provided herein with respect to members of the Laurent Group, each Seller shall act for its/his own account and not jointly and severally with one another (“à titre non solidaire”) for all purposes of this Agreement.

AND

•

SUNGARD DATA SYSTEMS INC., a company organized under the laws of the State of Delaware having its registered office located at 680 East Swedesford Road, Wayne PA 19087 – United States of America, or any of its Affiliates that it would substitute for itself in accordance with Section 10.2 of this Agreement (the “Purchaser”), on the fifth hand,

(Sellers and Purchaser are hereinafter collectively referred to as the “Parties” and, each individually, as a “Party”).

AND

•

Financière Montmartre, a société anonyme organized under the laws of France having its registered office located at 42, rue Notre Dame des Victoires, 75002 Paris and registered with the registry of commerce and companies under No. RCS Paris 419 699 475 (“FM”), on the sixth hand, which is a party hereto for the sole purposes of Sections 2.6(b)(ii), 2.6(d) and 5.10 of this Agreement.

WHEREAS:

(A)	The Sellers currently own together all of the thirteen thousand and ninety-nine (13,099) shares of FM (the “FM Shares”), with a nominal value of € 15.27 each, as set forth below:


Euronext Paris	7,567 shares	57.77 % share capital and voting rights

[Pierre Gatignol]³	1,843 shares	14.07 % share capital and voting rights

[Louis-Christophe Laurent]	2,944 shares	22.47 % share capital and voting rights

Gagnières	0 share	0 % share capital and voting rights

To be confirmed / adapted with name of actual owner of the Shares on signing date, provided that the above persons should (a) remain (i) sellers under the SPA and (ii) jointly and severally liable for the performance by their respective transferees and/or successors of any and all obligations (including with respect to the representations and warranties and indemnification obligations) under the SPA transferred to them, and (b) act as representatives of their respective transferees and/or successors for the purpose of the SPA.


[Frédéric Morin]		745 shares		5.69 % share capital and voting rights

(B)

GL Trade is a société anonyme organized under the laws of France having its registered office located at 42, rue Notre Dame des Victoires, 75002 Paris, and registered with the registry of commerce and companies under No. RCS Paris B 347 600 645 (“GL Trade” or the “Company”). The shares of GL Trade are admitted to trading on the Euronext Paris market.

(C)	The Sellers and FM currently own together six million two hundred thousand and thirty (6,200,030) shares of GL Trade (the “GL Trade Shares”), with a nominal value of €0.03 each, representing as at the date hereof approximately 64.52% of its share capital and voting rights, as set forth below:64.52


FM	5,299,998 shares	55.15% share capital and voting rights*

Euronext Paris	785,423 shares	8.17% share capital and voting rights*

[Pierre Gatignol]	144 shares	0.00% share capital and voting rights*

[Louis-Christophe Laurent]	67,988 shares	0.71% share capital and voting rights*

Gagnières	45,891 shares	0.48% share capital and voting rights

[Frédéric Morin]	586 shares	0.01% share capital and voting rights*

*	Such percentages are calculated on the basis of a total number of shares as at June 30, 2008 equal to 9,610,261, and not taking into account the treasury shares held, directly or indirectly through a liquidity provider, by the Company.

The nine hundred thousand and thirty-two (900,032) GL Trade shares held by the Sellers are hereinafter referred to as the “Seller GL Trade Shares” and the five million two hundred and ninety-nine thousand nine hundred and ninety-eight (5,299,998) GL Trade shares held by FM are hereinafter referred to as the “FM GL Trade Shares”.

(D)

The Sellers have invited potential investors to consider a transaction involving the sale of the Shares, all as more fully described in two process letters dated April 15, 2008 and May 26, 2008, respectively. As part of this process, the Purchaser has had access to the Data Room, the Q&A and to Management Presentations.

(E)	The Purchaser wishes to acquire, directly or through an Affiliate, the FM Shares and the Seller GL Trade Shares (the “Shares”) from the Sellers, and the

Sellers wish to sell the Shares to the Purchaser, upon the terms and subject to the conditions contained in this Agreement (the “Transaction”).

(F)	The Company’s works council has been duly informed and consulted with respect to the Transaction on or before the date hereof.

IT IS AGREED AS FOLLOWS:

Article 1

DEFINITIONS AND INTERPRETATION

Section 1.1 Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context clearly requires otherwise:

“2007 Document de Référence” has the meaning set forth in Section 3.2.2(b).

“Accounting Principles” means the French generally accepted accounting principles and those accounting rules implementing said principles as consistently applied by FM for the preparation of its financial statements.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with, such Person.

“Antitrust Authority” means the merger control authorities in Germany.

“Antitrust Clearance” means (A) a decision by the Antitrust Authority declaring either (i) that the Transaction falls outside of the scope of the applicable antitrust regulations or (ii) that the Transaction is cleared or (B) the absence of a decision by the Antitrust Authority upon the expiry of the applicable waiting period resulting in the clearance of the Transaction as provided under German merger control Law.

“AMF” means the French Autorité des marchés financiers.

“Asset” means any real, personal, mixed, tangible property of any nature (including any cash at hand, cash in bank or other accounts, readily marketable securities, and other cash equivalent liquid assets of any nature), prepayments, deposits, escrows, account receivables, tangible property, contract rights and claims, causes of action and other legal rights and remedies, but excluding (i) all intangibles, any item representing goodwill and other intangible assets, and (ii) the FM GL Trade Shares.

“Business Day” means any day other than a Saturday, a Sunday or a day on which banks in Paris, France, London, United Kingdom and New York, United States of America are authorized or obligated by Law to close.

“Claim” has the meaning set forth in Section 6.2.

“Claim Notice” has the meaning set forth in Section 6.2.

“Closing” has the meaning set forth in Section 2.6.

“Closing Date” has the meaning set forth in Section 2.6.

“Closing FM Shares Purchase Price” has the meaning set forth in Section 2.2.1(b).

“Company” has the meaning set forth in paragraph (B) of the Preamble.

“Company Group” means the Company and its Subsidiaries.

“Company Group Resignation Letters” has the meaning set forth in Section 5.4.3.

“Company Resignation Letters” has the meaning set forth in Section 5.4.2.

“Confidentiality Agreement” means the confidentiality agreement entered into among the Sellers, FM, the Company and the Purchaser on April 21, 2008.

“Consolidated Financial Statements” has the meaning set forth in Section 3.2.14.

“Control” in relation to a Person, has the meaning set forth in Article L.233-3 I through III inclusive of the French Commercial Code, and “Control”, “Controlling” or “Controlled” has a corresponding meaning.

“Data Room” means the data room organized by the Sellers and the Company containing certain information and documents of a financial, accounting, tax, social, legal and operational nature pertaining to the Company Group to which the Purchaser had access from June 10, 2008 to July 10, 2008.

“Delegated Amount” means the amount of the Transaction Costs as assessed by the Sellers as of the Closing Date and to be notified by the Sellers to the Purchaser at the latest on the fourth (4^th) Business Day prior to the Closing Date.

“Directors” means Euronext Paris and Messrs. Pierre Gatignol, Serge Harry and Louis-Christophe Laurent.

“Estimated FM Closing Tangible Net Assets” has the meaning set forth in Section 2.2.2.

“Euronext Shareholder Loan” means the revolving facility of a principal amount of up to €10 million granted by Euronext Paris to the Company, which was entered into on November14, 2007; the principal amount outstanding under the Euronext Shareholder Loan Agreement as at June 30, 2008 is set forth in Exhibit 3.2.21.

“Examination Period” has the meaning set forth in Section 2.3.1(i).

“Fairly Disclosed” when used with respect to any matter disclosed in the Information or in this Agreement (including for the avoidance of doubt its Exhibits), means that such matter was disclosed in a manner sufficient to allow the Purchaser (and

its professional advisors), without the need of any extraneous materials other than the Information and this Agreement and its Exhibits, to reasonably identify such matter relating to FM or any members of the Company Group, as the case may be.

“Final Determination” has the meaning set forth in Section 2.3.2.

“Financial Statements” has the meaning set forth in Section 3.2.6(a)

“FM Closing Tangible Net Assets” means 100% of the amount of the Tangible Net Assets of FM as of the Closing Date.

“FM GL Trade Shares” has the meaning set forth in paragraph (C) of the Preamble.

“FM Resignation Letters” has the meaning set forth in Section 5.4.1.

“FM Shares” has the meaning set forth in paragraph (A) of the Preamble.

“FM Shares Purchase Price” has the meaning set forth in Section 2.2.1(b).

“FM Shareholders’ Agreement” means the shareholders’ agreement entered into between the Sellers on July 6, 1998 as amended.

“GL Trade” has the meaning set forth in paragraph (B) of the Preamble.

“GL Trade Shares” has the meaning set forth in paragraph (C) of the Preamble.

“GL Trade Shares Purchase Price” has the meaning set forth in Section 2.2.1(a).

“Governmental Authorization” means any license, certificate of authority, permit, order, consent, approval, registration, authorization, qualification or filing granted by or with any Governmental Authority.

“Governmental Authorities” means any competent international, multinational, supranational or national body with regulatory, judicial, legislative or administrative regulatory or supervisory authority including any ministry, department, agency, office or organization thereof.

“Gross Negligence” (faute lourde) means any act or failure to act which seriously and substantially deviates from a diligent course of action and which is in reckless disregard of or indifference to the harmful consequences.

“Indemnification Obligations” means the obligations of the Sellers to indemnify FM for the Transaction Costs in the following proportions: Euronext Paris 62.05%, Pierre Gatignol 12.03%, Louis-Christophe Laurent 21.05% and Frédéric Morin 4.87%, as set forth in the indemnification agreement entered into between each Seller and FM on April 2, 2008, as amended. Any payments made under the Indemnification Obligations shall be treated as taxable earnings by FM.

“Independent Auditor” means an internationally recognized accounting firm or a reputed partner thereof to be agreed upon by the Parties. If the Parties fail to agree on the name of the Independent Auditor within fifteen (15) Business Days from the date hereof, or if the Independent Auditor chosen by the Parties cannot carry out its duties (including in case of lack of independence or as a result of a conflict of interest) or fails to complete its work during the time period provided for herein, the Parties shall promptly meet to agree on a replacement and each Party may, at any time, pursuant to summary proceedings (procédure de référé), request the Président of the Commercial Court of Paris to appoint, for the purpose of Section 2.3.1, an internationally recognized accounting firm or a reputed partner thereof as Independent Auditor. The Parties shall cause the replacing Independent Auditor to carry out its duties within the same period as the initial one from the date of its appointment. The Independent Auditor shall act in accordance with Article 1592 of the Civil Code and the terms of this Agreement. All fees and expenses relating to the work to be performed by the Independent Auditor will be shared in equal parts between the Sellers (and such portion to be borne by each Seller pro rata its direct and indirect interest in the Company on the date hereof), on the one hand, and the Purchaser, on the other hand.

“Information” means the documents and information to which the Purchaser has had access in the Data Room, the index of which is attached hereto as Exhibit 1.1 and which are burned onto one (1) CD-Rom disk of which five copies will be provided to each of the Sellers and the Purchaser and one set will be placed in the electronic vault administered by the Chamber of Notaries of Paris, and in the Q&A and Management Presentations, which are attached hereto as Exhibit 1.2.

“Investment Services Provider” means the investment services provider (prestataire de services d’investissement) with respect to the transfer of the Seller GL Trade Shares to be appointed by the Purchaser among nationally recognized investment services providers authorized to provide brokerage services, within fifteen (15) Business Days from the date hereof.

“Law” means any and all applicable laws, including all applicable statutes, codes, ordinances, decrees, rules, regulations and collective bargaining agreements.

“Liabilities” and “Liability” have the meaning set forth in Section 3.2.6(b).

“Lien” means any lien, pledge, charge, claim, mortgage, put or call option, pre-emption right, right of first refusal, security interest, encumbrance, any third party right (resulting from contract or applicable Law) or other limitation or restriction on any right, property or asset (including any restriction on the voting rights or right to sell or otherwise dispose of the Shares), in each case other than pursuant to this Agreement.

“Loss” or “Losses” means any actual liabilities, damages, losses, payments, fines, costs and expenses (including reasonable attorneys fees but excluding loss of business reputation, lost profits (manque à gagner) and lost opportunities (perte d’une chance)) suffered by FM and/or any member of the Company Group or by the Purchaser being an amount calculated in each case in accordance with the terms of Article 6 below. By

exception to the foregoing, Losses resulting directly from any breach of the representation and warranty contained in Section 3.2.15, 3.2.18 or 3.2.20 as calculated in accordance with the terms of Article 6 below shall include lost profits (manque à gagner).

“Management Presentations” means the management presentations organized by the management of the Company to which the Purchaser attended on June 2, 2008.

“Notice of Objection” has the meaning set forth in Section 2.3.1(ii).

“Offer” has the meaning set forth in Section 5.9.

“Person” means an individual, corporation, limited liability company, partnership, association, trust or other entity or organization, including any Governmental Authority, whether or not it has all the characteristics of legal personality.

“Per GL Trade Share Purchase Price” has the meaning set forth in Section 2.2.1(a).

“Post-Closing Purchase Price Adjustment” has the meaning set forth in Section 2.3.2.

“Pre-Closing Statement” has the meaning set forth in Section 2.2.2.

“Proceeding” means any action, audit (including but not limited to statutory or administrative audit), hearing, inquiry, investigation, claim, complaint, litigation or suit (whether civil, administrative, or criminal) commenced, brought, conducted or heard by or before any Governmental Authority or arbitrator.

“Purchase Price” has the meaning set forth in Section 2.2.1.

“Purchaser’s Auditor” has the meaning set forth in Section 2.3.1(i).

“Q&A” means the answers provided to the Purchaser by the Sellers and the Company in response to questions and requests addressed to them in the context of the Data Room, which are attached hereto as Exhibit 1.2.

“Resignation Letters” has the meaning set forth in Section 5.4.3.

“Seller GL Trade Shares” has the meaning set forth in paragraph (C) of the Preamble.

“Sellers’ Knowledge” means the actual knowledge of one of Pierre Gatignol, Louis-Christophe Laurent, Frédéric Morin or Euronext Paris. For the avoidance of doubt, the knowledge of one of the above persons shall be deemed to be the knowledge of all Sellers.

“Shares” has the meaning set forth in paragraph (E) of the Preamble.

“Subsidiary” of a Person means any entity Controlled by such Person, being provided that any company, which is a Subsidiary of another company, is also a Subsidiary of that company’s Controlling company.

“Substituted Affiliate” has the meaning set forth in Section 10.2.

“Tangible Net Assets” shall mean the values of the Assets of FM less the Liabilities of FM, both as calculated in accordance with the Accounting Principles.

“Tax” or “Taxes” means taxes, duties, levies, fees, assessments and governmental charges of any kind, whether payable directly or by withholding, including without limitation, income, franchise, property, sales, customs, registration, value added, employment, gains, and social security taxes, duties and charges (including in respect of pension and retirement contributions, family allowance contributions and all other contributions assessed on salaries or remuneration), together with any interest, penalties or additions to tax with respect thereto, imposed by any Governmental Authority.

“Transaction” has the meaning set forth in paragraph (E) of the Preamble.

“Transaction Costs” means all past, present and future fees, expenses, bonuses, costs (including any no recoverable Taxes due in connection thereof), and other liability (including any indemnification obligation), chargeable to, or incurred by, FM in relation to, or as a result of, the Transaction. Any Transaction Costs shall be treated as deductible expenses by FM.

“TT Litigation” means the various patent infringement litigations initiated by Trading Technologies International, Inc. (“TT”) against the Company and its Subsidiary GL Trade Americas, Inc. in July 2005, and GL Trade Americas, Inc.’s customer, Futurepath Trading LLC. in September 2005 arising from an alleged infringement of the TT Patents, and which are both currently pending in the United States District Court Northern District of Illinois.

“TT Loss” or “TT Losses” means any actual liabilities, damages, losses, payments, fines, costs and expenses (including lost profits (manque à gagner) and attorney fees and costs to the extent described below but excluding loss of business reputation and lost opportunities (perte d’une chance)) suffered by any member of the Company Group arising directly out of the TT Litigation or other claims asserted by TT or its Affiliates against any members of the Company Group, as well as by their customers or distributors, arising from an infringement of the TT Patents and any continuations, continuations in part or divisionals and any patents issuing therefrom, by any software marketed, licensed or developed by the Company Group prior to the date hereof, all of the foregoing being an amount calculated in accordance with Article 6, provided, however, that TT Losses shall include (i) with respect to lost profits (manque à gagner), only those lost profits (manque à gagner) resulting directly from the TT Litigation or any of the above-mentioned claims, and (ii) with respect to attorney fees, only those attorney fees and costs calculated as follows: 50% of the attorney fees and costs incurred by the Company Group in excess of a buffer of US$3,160,000 per financial

year, with such 50% being subject to a cap of US$2,000,000 per financial year, provided, further, that (x) for the financial year 2008, attorney fees and costs to be accounted for as TT Losses shall be equal to 50% of the attorney fees and costs incurred by the Company Group in excess of a buffer of US$2,528,000 annually prorated based on the number of days between the Closing Date and December 31, 2008, with such 50% being subject to a cap of US$2,000,000 annually prorated based on the number of days between the Closing Date and December 31, 2008, and (y) any unused portion of the above-mentioned buffer for the financial year 2008 and/or the US$3,160,000 buffer for each of the financial years 2009 and 2010 shall be carried forward to increase the US$3,160,000 buffer applicable in respect of each subsequent financial year until used, subject to the time limit set forth in Section 6.3(c).

“TT Patents” means the U.S. Patent Nos. 6,772,132 or 6,766,304 registered by TT in the United States of America.

Section 1.2 Interpretation.

(a)

When a reference is made in this Agreement to a section or article, such reference shall be to a section or article of this Agreement unless otherwise clearly indicated to the contrary. In addition a reference to a section or an article of this Agreement and references to this Agreement shall include its schedules, exhibits and any other annexes.

(b)

When a reference is made to any specific provision of this Agreement, such reference shall be construed as a reference to that provision of this Agreement as amended or substituted with the agreement of the relevant Parties and in force at any relevant time.

(c)

Whenever the words “include,” “includes” or “including” are used in this Agreement they shall be deemed to be followed by the words “without limitation.”

(d)

The use of such phrases as “shall use its best efforts” and “shall take such actions as are in their power” shall inter alia not require the Party to which such obligation applies to undertake any financial commitments, except for the costs reasonably incurred by such Party for the purpose of complying with such obligation and/or any indemnification that may be due by such Party, in accordance with applicable Law, to the other Party(ies) as a result of a failure to comply with such obligation.

(e)

Words importing the singular include the plural and vice versa, words importing a gender include other genders.

(f)

A reference to any statute, ordinance or other law shall include all regulations and other instruments thereunder and all consolidations, amendments, re-enactments or replacement thereof

in force at the date of execution of this Agreement and as generally and publicly interpreted as of such date by the relevant competent judicial or regulatory authorities.

(g)

A reference to any Party to this Agreement or any other agreement or document shall include such Party’s legal successors and permitted assigns.

(h)

The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provisions of this Agreement.

(i)

Subsequent to the signature hereof, no prior drafts of this Agreement may in the event of litigation arising be used for any purpose including showing the intention of the Parties.

(j)

Any undertakings and agreements which are included in “Definitions” set forth in this Agreement shall have the same full force and effect as if they were independently made.

Article 2

SALE AND PURCHASE

Section 2.1 Sale and Purchase. Upon the terms and conditions of this Agreement, the Sellers irrevocably agree to sell to the Purchaser, and the Purchaser irrevocably agrees to purchase from the Sellers on the Closing Date, directly or through a Substituted Affiliate as set forth in Section 10.2, all the Seller GL Trade Shares and all the FM Shares, free and clear of any Lien, as well as all rights attached to the Seller GL Trade Shares and the FM Shares, including the right to any dividends or other distributions declared, made and/or paid on or after the Closing Date. The legal title to the Seller GL Trade Shares and the FM Shares shall be transferred to the Purchaser on the Closing Date only upon full payment of the Purchase Price in accordance with this Agreement (except for the Post-Closing Purchase Price Adjustment, to the extent applicable).

Section 2.2 Purchase Price.

2.2.1

The consideration to be paid by the Purchaser to the Sellers for the Seller GL Trade Shares and the FM Shares (the “Purchase Price”) shall consist of the aggregate amount, payable in cash, of:

(a)

an amount per Seller GL Trade Share equal to forty one euros and seventy cents (€41.70) minus the per Seller GL Trade Share amount of any dividends or other distributions paid or made by the Company between July 31, 2008 and the Closing Date, if any (the

“Per GL Trade Share Purchase Price”), corresponding to an aggregate purchase price equal to the Per GL Trade Share Purchase Price multiplied by the number of Seller GL Trade Shares (the “GL Trade Shares Purchase Price”);

(b)

an aggregate amount for all the FM Shares equal to the Per GL Trade Share Purchase Price multiplied by the FM GL Trade Shares plus the Estimated FM Closing Tangible Net Assets (the “Closing FM Shares Purchase Price” and, together with the Post-Closing Purchase Price Adjustment, the “FM Shares Purchase Price”); and

(c)

the Post-Closing Purchase Price Adjustment, to the extent applicable.

2.2.2

No later than five (5) Business Days prior to the Closing Date, the Sellers shall prepare, in conformity with the Accounting Principles and the terms of this Agreement, and deliver to the Purchaser a statement (the “Pre-Closing Statement”) setting forth (i) a good faith estimate of the FM Closing Tangible Net Assets, based on the latest available management accounts as updated and detailing the computation thereof, (the “Estimated FM Closing Tangible Net Assets”) and (ii) the amount of any dividends or other distributions paid or made by the Company and/or by FM between July 31, 2008 and the Closing Date, if any.

Section 2.3 Post-Closing Purchase Price Adjustment.

2.3.1

Final Determination of FM Closing Tangible Net Assets

(a)

The Purchaser, assisted by Deloitte (the “Purchaser’s Auditor”), shall have a period of twenty (20) Business Days from the Closing Date (the “Examination Period”) to review the Pre-Closing Statement (applying the Accounting Principles and the terms of this Agreement) and indicate to the Sellers whether it disagrees with the amounts of the Estimated FM Closing Tangible Net Assets.

(b)

In the event of a disagreement, the Purchaser shall send a notice of objection (the “Notice of Objection”) to the Sellers, no later than on the last day of the Examination Period. The Notice of Objection, if any, shall specifically mention each of the corrections to be made to the Estimated FM Closing Tangible Net Assets, and the resulting calculation of the Post-Closing Purchase Price Adjustment, and shall state the reasons therefor.

(c)

Any failure by the Purchaser to send a Notice of Objection to the Sellers by such date shall conclusively mean that the Purchaser has accepted, without reservations, the calculation of the FM Closing Tangible Net Assets, appearing in the Pre-Closing Statement, in

which case, the Estimated FM Closing Tangible Net Assets shall be the FM Closing Tangible Net Assets, with such amount to be final and binding on the Parties and for the avoidance of doubt, there shall be no Post-Closing Purchase Price Adjustment.

(d)

In the event that a Notice of Objection is sent to the Sellers, the Sellers and the Purchaser shall attempt to reach an agreement on the amounts of the FM Closing Tangible Net Assets and the resulting Post-Closing Purchase Price Adjustment.

(e)

In the event that no agreement has been reached among the Parties twenty (20) Business Days after the date of receipt by the Sellers of the Notice of Objection, those points on which there is a disagreement shall, at the request of any of the Parties, be submitted to the Independent Auditor.

(f)

The Independent Auditor shall perform such procedures as it considers appropriate to form an independent opinion on the amount of the FM Closing Tangible Net Assets, and the final calculation of the Post-Closing Purchase Price Adjustment. In making its determinations, the Independent Auditor shall apply the Accounting Principles and the terms of this Agreement.

(g)

The Parties shall use their best efforts to cause the Independent Auditor to issue a report setting forth the final calculation of the FM Closing Tangible Net Assets and the Post-Closing Purchase Price Adjustment in accordance with this Section 2.3 within twenty (20) Business Days from the date when the Independent Auditor has been submitted the disagreement of the Parties or has been appointed, as applicable. The Independent Auditor’s calculation of the FM Closing Tangible Net Assets, and of the Post-Closing Purchase Price Adjustment shall be final and binding on the Parties.

(h)

Each of the Sellers and the Purchaser shall use its respective best efforts to ensure that the Sellers and the Purchaser’s Auditor shall fully cooperate with the Independent Auditor, including granting access to all working papers and files. The Purchaser shall further ensure the full cooperation of FM with the Independent Auditor and shall, in particular, cause FM to give the Independent Auditor access to all documents, books, records and information of FM.

2.3.2

Determination and Payment of the Post-Closing Purchase Price Adjustment

If the final determination by the Parties or the Independent Auditor, in accordance with Section 2.3.1(iv) or (vii), as applicable (the

“Final Determination”) reports a FM Closing Tangible Net Assets which is different from the Estimated FM Closing Tangible Net Assets, there will be an adjustment to the Closing FM Shares Purchase Price as follows (the “Post-Closing Purchase Price Adjustment”). If:

(i)

the amount indicated by the Pre-Closing Statement as the Estimated FM Closing Tangible Net Assets is greater than the FM Closing Tangible Net Assets as shown in the Final Determination, then the Sellers shall pay to the Purchaser an amount in cash equal to the excess of the Estimated FM Closing Tangible Net Assets over the FM Closing Tangible Net Assets; or

(ii)

the amount indicated by the Pre-Closing Statement as the Estimated FM Closing Tangible Net Assets is less than the FM Closing Tangible Net Assets as shown in the Final Determination, then the Purchaser shall pay to the Sellers an amount in cash equal to the excess of the FM Closing Tangible Net Assets over the Estimated FM Closing Tangible Net Assets.

Any payment required to be made under this Section 2.3.2 shall be made within five (5) Business Days after the Final Determination by wire transfer in immediately available funds to the respective bank accounts designated by the Parties. Payments to be made to or by the Sellers shall be allocated among the Sellers in proportion of their respective numbers of FM Shares as set forth opposite its/his name in paragraph (A) of the Preamble.

Section 2.4 No Price Supplement. No consideration other than the Purchase Price above shall be due by the Purchaser to the Sellers.

Section 2.5 Form of Sale of Seller GL Trade Shares. The Seller GL Trade Shares shall be sold and purchased by means of an off-market block trade in accordance with the relevant Euroclear procedure for delivery versus payment (règlement contre livraison) on the Closing Date.

Section 2.6 Closing. The closing of the sale and purchase of the Shares (the “Closing”) shall take place, at the latest on the fifth (5^th) Business Day following the satisfaction or waiver of the condition provided in Section 4.1 or, at the election of the Purchaser, on September 25, 2008 if such date is later, and subject to (i) the satisfaction or waiver of the conditions provided in Section 4.2 and (ii) the satisfaction of the provisions of this Section 2.6, or on such other date as may be agreed among the Parties (the “Closing Date”) at a place and time to be agreed upon by them. In this respect, the Purchaser shall promptly notify each of the Sellers of the satisfaction of the condition provided in Section 4.1 and with a copy of the Antitrust Clearance obtained attached to such notice.

(a)

At the Closing, with respect to the Seller GL Trade Shares:

(i)

The Sellers and the Purchaser shall deliver to the Investment Services Provider a joint transfer instruction with respect to the sale by the Sellers and the purchase by the Purchaser of the Seller GL Trade Shares. To this effect, at least three (3) Business Days before the Closing Date, the Purchaser shall indicate to the Sellers and the Investment Services Provider the details of (i) the security account on which the Seller GL Trade Shares shall be transferred in bearer form and (ii) the bank account from which the GL Trade Shares Purchase Price shall be debited, on the Closing Date; and

(ii)

The Purchaser shall pay the GL Trade Shares Purchase Price by transferring immediately available funds to the Investment Services Provider’s accounts in accordance with the requirements of the payment mechanism referred to in Section 2.5. The GL Trade Shares Purchase Price shall be allocated among the Sellers in proportion of their respective number of GL Trade Shares as set forth opposite its/his name in paragraph (C) of the Preamble.

(b)

At the Closing, with respect to the FM Shares:

(i)

The Sellers shall deliver to the Purchaser (x) duly established and signed share transfer forms (ordres de mouvement) providing for the transfer of the ownership of all the FM Shares made out in favor of the Purchaser; (y) the register of share transfers (registre des mouvements de titres) and the individual shareholder accounts (fiches individuelles d’actionnaires) on which the sale of the FM Shares shall have been duly registered; and

(ii)

The Purchaser shall pay (x) the Delegated Amount to FM by transferring immediately available funds to FM bank account (the details of which shall be provided by FM to the Purchaser at the latest on three (3) Business Days prior to the Closing Date) and (y) the Closing FM Shares Purchase Price minus the Delegated Amount by transferring immediately available funds to the Sellers’ accounts (the details of which shall be provided by each Seller to the Purchaser at the latest on four (4) Business Days prior to the Closing Date). The Closing FM Shares Purchase Price minus the Delegated Amount shall be allocated among the Sellers in proportion of their respective number of FM Shares as set forth opposite its/his name in paragraph (A) of the Preamble.

(c)

At the Closing, the Sellers shall deliver to the Purchaser:

(i)

the Resignation Letters;

(ii)

share transfer forms (ordres de mouvement) or other documents equivalent under applicable Law providing for the transfer of the

ownership of all the shares held the Sellers in any members of the Company Group or other Persons in which the Company has a direct or indirect ownership (other than those securities accounted for as investment securities “valeurs mobilières de placement”), to the Company or any other member of the Company Group;

(iii)

share transfer forms (ordres de mouvement) evidencing the transfer of the ownership of the 2,751 shares held by Euronext Paris and the one (1) share held by Mr. François Guy Hamonic in GL Multimedia S.A. to the Company in accordance with Section 5.11, the register of share transfers (registre des mouvements de titres) and the individual shareholder accounts (fiches individuelles d’actionnaires) on which the sale of such shares shall have been duly registered.

(d)

At the Closing, FM shall provide the Sellers and the Purchaser with a written confirmation that FM has been paid the Delegated Amount by the Purchaser and that the Sellers are therefore irrevocably released from that part of their obligations under the Indemnification Obligations to pay that part of the Transaction Costs equal to the Delegated Amount;

(e)

The Purchaser shall procure that the Company shall repay all amounts outstanding under the Euronext Shareholder Loan Agreement in accordance with Section 5.8.2 within three (3) Business Day from the Closing Date; and

(f)

More generally, the Parties shall execute all instruments and documents and otherwise take all actions as shall be necessary or required under Law and this Agreement to transfer the Shares and consummate the Transaction.

Subject to Article 7, failure to proceed with the Closing on the date and at the place determined pursuant hereto will not result in the termination of this Agreement and will not relieve any Party of any obligation under this Agreement.

Article 3

REPRESENTATIONS AND WARRANTIES

Section 3.1 Representations and Warranties of the Parties. The Parties hereby represent and warrant that the following statements are true and correct as of the date hereof and as of the Closing Date.

3.1.1

Organization. Each Party that is not an individual is a legal entity having the corporate form specified in this Agreement, duly organized and incorporated, validly existing and is not subject to any liquidation, insolvency or other similar proceedings under the Laws of its jurisdiction of incorporation.

3.1.2

Authority to Execute and Perform the Agreement.

(a)

Each Party or each Person signing this Agreement on behalf of a Party has all requisite power and authority to execute this Agreement and bind such Party as contemplated herein.

(b)

All actions necessary to authorize the execution and performance of this Agreement and the completion of the Transaction and the other transactions contemplated herein have been duly and validly taken.

(c)

Assuming the due authorization and execution by the other Parties, this Agreement constitutes a legal, valid and binding obligation of each Party, enforceable against it in accordance with its terms subject to bankruptcy, insolvency, moratorium and any similar law of general applicability relating to or affecting creditors’ rights.

3.1.3

No Violation. The execution and performance of this Agreement and the completion of the Transaction and the other transactions contemplated herein by each Party, do not and will not breach or constitute a default under (i) any provision of its memorandum or articles of association (statuts) or equivalent constitutional documents, (ii) any Law applicable to it, (iii) any agreement or instrument to which it is a party or by which it is bound, or (iv) any decision or order by any Governmental Authority or any arbitration tribunal, except to the extent that such breach or default would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of such Party to complete the Transaction or perform its obligations hereunder.

Section 3.2 Representations and Warranties specific to the Sellers. Except as otherwise set forth herein, each Seller makes to the Purchaser the following representations and warranties as of the date hereof and as of the Closing Date.

3.2.1

Title to FM Shares.

(a)

The Seller is, and will be at Closing, the sole and valid owner of the number of FM Shares as set forth opposite its/his name in paragraph (A) of the Preamble.

(b)

The ownership of the FM Shares mentioned in 3.2.1(a) above will be at Closing free and clear from any Lien and there will exist no commitment to give or create any Lien affecting any of these FM Shares.

(c)

The FM Shares constitute the whole of the issued share capital of FM. The FM Shares have been validly issued and are fully paid up. No person is entitled or has claimed to be entitled to require FM to issue any shares (or other securities giving access or not to FM

share capital) either now or at any future date and whether contingently or not. FM has not issued any securities or otherwise attributed rights to third parties to share in past, present or future income or profits, reserves or liquidation surpluses.

(d)

The Seller will at Closing transfer and deliver, or will cause to be transferred and delivered, to the Purchaser, valid and marketable title to the FM Shares mentioned in 3.2.1(a) above, free and clear of any Lien.

3.2.2

Title to Seller GL Trade Shares.

(a)

The Seller is, and will be at Closing, the sole and valid owner of the number of the Seller GL Trade Shares as set forth opposite its/his name in paragraph (C) of the Preamble.

(b)

The Seller does not own any shares or securities giving right to the share capital or voting rights of GL Trade other than the GL Trade Shares (with the exception of the stock option plans referred to pages 105 and 106 of the annual financial report (rapport financier annuel valant document de référence) of the Company for the financial year from January 1 to December 31, 2007 filed with the AMF on May 20, 2008 under number D.08-0414, such annual financial report, excluding the annual reports (documents de référence) of the Company for the financial years from January 1 to December 31, 2005 and 2006, which are incorporated by reference therein, the “2007 Document de Référence”).

(c)

The ownership of the Seller GL Trade Shares mentioned in 3.2.2(a) above will be at Closing free and clear from any Lien and there will exist no commitment to give or create any Lien affecting any of these Seller GL Trade Shares.

(d)

The Seller will at Closing transfer and deliver, or will cause to be transferred and delivered, to the Purchaser, valid and marketable title to the Seller GL Trade Shares mentioned in 3.2.2(a) above, free and clear of any Lien, together with all the rights attached to such Seller GL Trade Shares including voting rights and right to any dividend or other distribution declared, made or paid on or after the Closing Date.

3.2.3

Seller’s Required Approvals. Except for any notices to the AMF, Euronext Paris and the Company, no authorization, approval or notice is required on behalf of the Seller which shall either not be made or obtained by the Seller or, if not made or obtained by the Seller, would be likely to materially and adversely affect the Seller’s ability to comply with its/his obligations under this Agreement.

3.2.4

Shareholders’ Agreement. The Seller hereby (i) waives the provisions of Articles 4, 4 bis, 5 and 6 of the FM Shareholders’ Agreement to the extent only such waiver is necessary to consummate the Transaction contemplated by this Agreement, (ii) expressly agrees, subject to the occurrence of the Closing, that the FM Shareholders’ Agreement shall terminate on the Closing Date and (iii) expressly and irrevocably releases FM and the Company, as applicable, from any liability in connection with the FM Shareholders’ Agreement. Except for the FM Shareholders’ Agreement, the Seller is not a party to any other shareholders’ agreement or other arrangement with the other Sellers which may be expected to have a material adverse effect on the ability of such Seller to complete the Transaction or to perform his/its obligations hereunder.

3.2.5

Absence of Litigation. There is no Proceeding pending against, or to the seller’s knowledge, threatened in writing against, the Seller or any of its/his Affiliates before or by any Governmental Authority, and neither the Seller nor any of the Seller’s Affiliates is subject to any outstanding injunction, order, judgment or decree, which in each case challenges or seeks to prevent, enjoin, alter or materially delay the Transaction.

3.2.6

FM Financial Statements.

(a)

The certified non-consolidated financial statements (i.e., balance sheet (bilan), profit and loss statement (compte de résultat) and notes (annexes), including off-balance sheet commitments (engagements hors-bilan)) of FM as of June 30, 2008, (the “Financial Statements”) are attached hereto as Exhibit 3.2.6(a). The Financial Statements give a true and accurate account (“sont réguliers et sincères et donnent une image fidèle”) of the financial position of FM as of June 30, 2008 and have been prepared in accordance with the Accounting Principles.

(b)

As of June 30, 2008, FM had no debt, liability or obligation of any nature, whether secured, unsecured, recourse, non recourse, liquidated, unliquidated, accrued, absolute, fixed, contingent, ascertained, unascertained, known, unknown or otherwise, and whether due or to become due, including all liabilities for taxation (including any deferred taxation other than any deferred tax liability on unrealized capital gains on the FM GL Trade Shares which shall not be included herein) (collectively, “Liabilities” and individually, as a “Liability”) which were either (i) required by the Accounting Principles to be reflected in the Financial Statements or (ii) individually or in the aggregate material to the financial condition of FM, and that, in either case, were not reflected or expressly reserved against in the Financial Statements or specifically disclosed or provided for in the notes thereto.

(c)

Since June 30, 2008, FM has been managed in the ordinary course of business and has neither (i) incurred any Liability except Liabilities that (x) were incurred in the usual and ordinary course of its business consistent with past practice and which are not, individually or in the aggregate, material to its financial condition, or (y) were Transaction Costs, nor (ii) except for the Transaction Costs, taken or agreed to take any of the actions listed in Section 5.3.

(d)

Notwithstanding the foregoing and anything herein to the contrary, no representation or warranty is given in this Agreement with respect to the value of the FM GL Trade Shares as shown in the Financial Statements provided such value has been determined in accordance with the Accounting Principles.

3.2.7

Title to FM GL Trade Shares.

(a)

FM is, and will be at Closing, the sole and valid owner of the FM GL Trade Shares.

(b)

The ownership of the FM GL Trade Shares is, and will be at Closing, free and clear from any Lien and there exists no commitment to give or create any Lien affecting any of the FM GL Trade Shares.

3.2.8

Bonuses in connection with the Transaction. No bonuses, financial incentives or other arrangements have been granted by FM, the Company or any of its Affiliates to any of the employees or corporate officers of the Company or any of its Subsidiaries in connection with the Transaction other than those set forth in Exhibit 3.2.8 hereto and which are included in the Transaction Costs.

3.2.9

FM holdings. FM does not own and has not owned any interest whatsoever in any partnership, real estate partnership, economic interest grouping, joint venture or any other entity or grouping or other entity in which the members’ or partners’ liability is not limited to its contribution.

3.2.10

Organization of FM. FM is a French société anonyme, duly organized and incorporated, validly existing under French Law and is not subject to any liquidation, insolvency or other similar proceedings under French Law.

3.2.11

Organization of the Company. The Company is a French société anonyme, duly organized and incorporated, validly existing under French Law and is not subject to any liquidation, insolvency or other similar proceedings under French Law.

3.2.12

Share Capital of the Company. (i) All the shares of the Company have been duly authorized and validly issued, have not been issued in violation

of any third party right, are fully paid and fully transferable and (ii) there are no outstanding securities issued or to be issued by the Company which are convertible into, redeemable in, or exchangeable for any shares or capital stock or other equity securities, subscriptions, options, warrants, conversion rights or any other rights entitling the Sellers or any third party to acquire from or sell to the Company any shares or other equity securities of the Company (with the exception of the stock option plans referred to pages 105 and 106 of the 2007 Document de Référence).

3.2.13

Subsidiaries of the Company. (i) Exhibit 3.2.13 to this Agreement lists each Subsidiary of the Company and each other Person in which any member of the Group Company has an interest (other than those securities accounted for as investment securities “valeurs mobilières de placement”) and (ii) each Subsidiary of the Company is a corporation or other entity duly incorporated or organized and validly existing under the Law of its jurisdiction of incorporation or organization and is not subject to any liquidation, insolvency or other similar proceedings under the applicable Law.

3.2.14

2007 Document de Référence. (i) Information contained in the 2007 Document de Référence is, to the Sellers’ Knowledge, true, accurate and not misleading in all material respects and contains no omission which may materially affect its import as of December 31, 2007 and (ii) as at July 31, 2008, the Company had not received any written notice from the AMF that any matter in respect of the 2007 Document de Référence (including with respect to its accounting policies or practices) was the subject of any review, written inquiry or investigation. Notwithstanding the foregoing and anything herein to the contrary, no representation or warranty is given in this Agreement with respect to (i) any Tax losses referred to in the deferred tax credits shown in the consolidated financial statements of the Company for the financial year from January 1 to December 31, 2007 appearing in the 2007 Document de Référence (the “Consolidated Financial Statements”) and (ii) the TT Litigation (including the absence of provision therefor in the Consolidated Financial Statements), except, however, for (ii) above, as specifically provided in Article 6.

3.2.15

Customers Contracts. All material terms and conditions of the customer contracts with the major customers of the Company Group as at December 31, 2007 that are listed in Exhibit 3.2.15(a) (and which represented approximately 50% of the annual revenues of the Company Group for the financial year from January 1, 2007 to December 31, 2007) have been disclosed to the Purchaser in the Data Room. To the Sellers’ Knowledge, as at July 31, 2008, (i) the above-mentioned customer contracts had been performed by the relevant members of the Company Group in all material respects in accordance with their terms and conditions, (ii) none of the parties to the above-mentioned customer contracts had claimed in writing

that any member of the Company Group was in default thereunder and (iii) since January 1, 2008 and except as provided for in Exhibit 3.2.15(b), none of the parties to the above-mentioned customer contracts had given notice in writing to the relevant member of the Company Group in accordance with the provisions of said customer contracts or had indicated in any other manner to the knowledge of Pierre Gatignol that, in each case, it would or intended to terminate before the scheduled expiration date, or would or intended not to renew, any of the above-mentioned customer contracts or any portion thereof representing annual revenues in excess of €1,000,000 per contract or portion thereof.

3.2.16

Employment matters. All members of the Company Group have, in all material respects, satisfied their obligations relating to any Law applicable to working time regulations. Except as provided in Exhibit 3.2.16, employment contracts for the employees the annual gross remuneration of which exceeds €100,000 have been performed by the relevant member of the Company Group in accordance with their terms and conditions, and do not provide termination notices or rights for compensation in the event of termination which exceed the provisions of applicable Law. All employee benefit plans maintained by a member of the Company Group or to which a member of the Company Group contributes or for which a member of the Company Group otherwise has or may have any liability, contingent or otherwise, in excess of €500,000 individually, and any other plan, program or policy for or regarding bonuses, commissions, incentive compensation, severance, deferred compensation, pensions, profit sharing, retirement, stock options, disability income or protection, sick pay, medical, insurance, or death benefits or other similar arrangements that are maintained by a member of the Company Group or to which a member of the Company Group contributes or for which a member of the Company Group otherwise has or may have any liability, contingent or otherwise, in excess of €500,000 individually, in each case in addition to what is required under applicable Law, have been fully disclosed to the Purchaser in the Information or are accounted for or disclosed in the Consolidated Financial Statements.

3.2.17

Taxes. Except as indicated in Exhibit 3.2.17, as at July 31, 2008, all members of the Company Group had filed all tax returns that they were required to file and had paid all Taxes shown on any tax return as they fell due. Notwithstanding the foregoing and anything herein to the contrary, no representation or warranty is given in this Agreement with respect to any transfer pricing related matters.

3.2.18

Intellectual Property. The Company Group either has full rights in, title to and interest under, including the full rights to use, free and clear of any Liens, or benefits from a license with respect to, the software marketed, licensed or which are being or have been independently developed by the Company Group, except for those software the copyrights to which were

acquired or licensed, or the source code of which was developed prior to January 1, 2005, by Persons which became members of the Company Group by way of an acquisition after January 1, 2005. To the Sellers’ Knowledge and with the exception of the software which form the basis of the cause of action of the TT Litigation, the intellectual property rights to those of the above-mentioned software which are owned by any member of the Company Group, irrespective of whether they have been developed independently by any member of the Company Group or by any third party, do not infringe the intellectual property rights of any third parties. To the Sellers’ Knowledge, the relevant member of the Company Group is entitled to use, market and license all third-party developed materials protected by intellectual property rights, which are incorporated in the above-mentioned software and not owned by such member of the Company Group, in the manner such materials are used, marketed and/or licensed by such member of the Company Group as at the date hereof.

3.2.19

Transactions with related parties. No member of the Company Group is indebted, either directly or indirectly, to the Seller, or to its respective Affiliates, in any amount whatsoever except, with respect to Euronext Paris, under the Euronext Shareholder Loan and, with respect to each of the other Sellers, under the employment contracts and/or terms of office or directorship with or of any members of the Company Group.

3.2.20

Litigation. Save for the TT Litigation and except as indicated in Exhibit 3.2.20, as at July 31, 2008, no member of the Company Group was engaged in any Proceedings nor, to the Sellers’ Knowledge, had been served with any notice making it a party to any Proceedings, and no Proceedings were pending either by or against any member of the Company Group. In this Section 3.2.20, references to Proceedings mean Proceedings that, if determined adversely against any member of the Company Group, would result in a liability in excess of one million (1,000,000) Euros individually.

3.2.21

Indebtedness. Exhibit 3.2.21 lists all credit facilities and debt instruments of the Company or any of the Subsidiaries that could be accelerated as a result of, or in connection with, the Transaction or any transactions contemplated herein and the aggregate amount outstanding under such credit facilities and debt instruments as of June 30, 2008. On the date hereof, no member of the Company Group has entered into any credit facilities and debt instruments, other than those listed in Exhibit 3.2.21.

Section 3.3 Representations and Warranties specific to the Purchaser. The Purchaser makes to the Sellers the following representations and warranties as of the date hereof and as of the Closing Date.

3.3.1

Financing. The Purchaser has sufficient committed funds and will have sufficient available funds to finance the payment of the Purchase Price at

Closing and the other transactions contemplated in this Agreement, including the repayment and refinancing of any indebtedness of the Company and/or its Subsidiaries due at Closing in accordance with Section 5.8, to pay all related fees and expenses and to acquire all the remaining shares of the Company in the Offer. For the avoidance of doubt, the Purchaser acknowledges that its obligations hereunder are not subject to obtaining financing.

3.3.2

Purchaser’s Required Approvals. Except for the Antitrust Clearance, no Governmental Authorization, and no consent, approval, authorization or waiver is required to be obtained from, and, except for any notices to the AMF, Euronext Paris and to the Company with respect to the crossing of ownership thresholds in the Company, no notice is required to be given to, any other Person by the Purchaser in connection with the execution and performance by such Purchaser of this Agreement.

3.3.3

Absence of Litigation. There is no Proceeding pending against, or to the knowledge of the Purchaser, threatened in writing against, the Purchaser or any of its Affiliates before or by any Governmental Authority, and neither the Purchaser nor any of the Purchaser’s Affiliates is subject to any outstanding injunction, order, judgment or decree, which in each case challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement.

3.3.4

Absence of any interest in the Company. Neither the Purchaser nor any of its Subsidiaries own any shares in the Company on the date hereof.

Section 3.4 No other Representations and Warranties. The Parties acknowledge and agree that no representations and warranties or other assurances, express or implied, have been, are or will be given to any Party (including its Affiliates, advisers and representatives) in connection with the Transaction as contemplated herein other than those expressly given by the Parties in this Agreement.

ARTICLE 4

CONDITIONS TO CLOSING

Section 4.1 Antitrust Clearance. The obligation of the Parties to effect the Closing is subject to the satisfaction (or waiver by all the Parties) of the condition that the Antitrust Clearance has been obtained prior to, and remains valid on, the Closing Date. For the avoidance of doubt and notwithstanding anything herein to the contrary, the Purchaser shall be solely responsible for all antitrust authorizations if any other than the Antitrust Clearance and the Purchaser shall therefore not be entitled to the benefit of the conditions set out in this Section 4.1 or Section 4.2 with respect to any antitrust authorizations, other than the Antitrust Clearance.

Section 4.2 No Violation. The obligation of each Party to effect the Closing is subject to the satisfaction (or waiver by all the Parties) of the condition that on or prior to

the Closing, subject to Section 4.1, there shall be (i) no Law issued, adopted or having otherwise become effective after the date hereof that makes it illegal or enjoins or prevents in any material respect the consummation of the transactions contemplated by this Agreement, and (ii) no Proceeding by any Governmental Authority or arbitration Proceeding commenced or been threatened in writing after the date hereof that seeks to make illegal, to enjoin or to prevent in any material respect the consummation of the transactions contemplated by this Agreement.

ARTICLE 5

COVENANTS

Section 5.1 Obtaining Antitrust Clearance.

5.1.1

On August [—], 2008, the Purchaser filed an application for Antitrust Clearance with the Antitrust Authority. The Purchaser undertakes to make its best efforts to ensure that all documents that it files with the Antitrust Authority will not be declared incomplete or lead to any suspension of the time periods for approval of the Transaction by the Antitrust Authority.

5.1.2

Each Seller shall, as far as it is legally entitled, cause the Company to provide in a timely manner to the Purchaser such available data, information and assistance as the Purchaser may reasonably request in connection with the preparation of the applications and filings and the answer to any Antitrust Authority queries necessary to obtain the Antitrust Clearance.

5.1.3

The Purchaser shall provide to the Sellers a draft of each application, filing, notification, submission, response or other communication (excluding communications of an administrative nature, and any confidential information relating to the Purchaser or its Affiliates, which shall be provided to counsel of the Sellers on a counsel-to-counsel basis only) which it proposes to make or submit to the Antitrust Authority in due time to enable the Sellers to review and comment on the same.

5.1.4

The Purchaser agrees to keep the Sellers fully informed in a timely manner as to the progress of any such procedures undertaken by it (or any of its Affiliates or representatives) before the Antitrust Authority in connection with the Transaction.

5.1.5

Each Party shall use its reasonable efforts to resolve such objections if any, as may be asserted by the Antitrust Authority in good faith, with respect to the Transaction. The Purchaser shall make, and cause its Affiliates to make, the commitments necessary in order to obtain the Antitrust Clearance other than those commitments which will or are likely to materially and adversely affect the economic or financial situation or prospects of the Company Group, the Purchaser and its Affiliates as a whole. For the purpose of this Section 5.1.5, a commitment shall be

deemed to have a material and adverse effect if it results in or is likely to result in a negative impact (net of the net proceeds of any divestment made in compliance with such commitment) of over €10 million per annum on the EBITDA (i.e., the operating profits plus the depreciation and amortization of tangible and intangible assets) of the combined group composed of the Company Group, the Purchaser and its Affiliates.

5.1.6

In connection with the foregoing, if any Proceedings, including any Proceedings by a private party, is instituted (or threatened to be instituted) challenging the Transaction as violating any applicable Law, each Party shall cooperate in all respects with the other Parties and use its reasonable efforts to contest and resist any such Proceedings.

Section 5.2 Cooperation. The Parties shall cooperate in good faith with each other to the extent reasonably required in order to fully effect the Transaction and the other transactions contemplated herein. To the extent any of the audited financial statements of the Company for 2005 and 2006, the Consolidated Financial Statements and the half-year consolidated financial statements of the Company as at June 30, 2008 prepared in accordance with IFRS are included in debt offering materials prepared in connection with the notes issuance that would be implemented by the Purchaser before Closing, the Sellers undertake to cause the Company to provide such financial information (with respect to the half-year consolidated financial statements of the Company as at June 30, 2008 after a limited review by the Company’s statutory auditors) to be included in the debt offering materials and to use their best efforts to cause the Company’s statutory auditors to provide comfort letters in line with the French standard of the profession and French market practice to the underwriters of such debt securities with respect to such financial information, provided, however, that (i) the half-year consolidated financial statements of the Company as at June 30, 2008 shall only be disclosed to underwriters of such debt securities and included in the debt offering materials once they have been released by the Company to the public, (ii) the Purchaser shall hold the Sellers, the Company and its Affiliates, its and their management, directors and employees harmless against any liabilities arising out, or incurred in connection with, the disclosure of such financial information in the debt offering materials and (iii) the Purchaser shall indemnify the Company for the costs of its statutory auditors’ comfort letters.

Section 5.3 Conduct of Business. Between the date hereof and the Closing Date and except for what (i) is expressly provided for herein, (ii) is required by Law or a binding decision of a Governmental Authority, (iii) is required in connection with the completion of the transactions contemplated by this Agreement, (iv) results from the completion of transactions or projects that have been disclosed publicly or on a confidential basis to the Purchaser, prior to the date hereof or (v) is accepted in writing by the Purchaser, the Sellers shall, and shall cause FM and each member of the Company Group, as applicable, to carry out its activities solely within the normal and ordinary course of business consistent with past practice, and in accordance with what can be expected from a “bon père de famille” acting in good faith. In particular, the Sellers shall

cause FM and each member of the Company Group, except with the Purchaser’s prior written approval, not:

(a)

to amend its articles of incorporation (statuts), dissolve, or wind up;

(b)

to authorize or issue any share (or any other securities), other than as a result of the exercise of outstanding stock options, or grant any stock option or restricted stock (actions gratuites);

(c)

to declare or decide any dividends or other distributions, provided, however, that FM shall be entitled to declare any dividends (including through interim dividends (acomptes sur dividendes)) between the date hereof and the Closing Date, it being specified that FM shall retain sufficient cash (and/or cash equivalent assets) to operate in the normal course of its business without need of external funds;

(d)

to change the composition of its board of directors or the management of the Company;

(e)

to enter into, terminate or modify any agreement or commitment involving a commitment in excess of €500,000 individually or €2,000,000 in the aggregate, or which has a duration of more than twelve (12) months, or amend, cancel, terminate, relinquish, waive, release or fail to perform in all material respects any such agreement, or enter into any agreement or take any commitment which materially restricts the ability of any member of the Company Group to freely compete in any business or in any place;

(f)

to create any Lien over any of its property, rights or assets nor undertake any off-balance sheet commitment, guarantee or warranty;

(g)

to be party to any sale of business, merger, partial hive-down, de-merger contribution or spin-off;

(h)

to settle or initiate any litigation for an amount greater than €1,000,000 individually;

(i)

to change their accounting practices and methods nor revalue any of their assets or cancel or waive any debt or receivable otherwise than in compliance with past practice and with the applicable accounting practices and methods;

(j)

to hire any employee, or terminate (except for good cause) the employment contract of, or modify or agree to modify, in any manner whatsoever, the terms, remuneration or benefits granted to

any of their managers or other employees, provided that any of the above shall only apply to managers and employees earning more than €90,000;

(k)

to incur any liability in excess of an individual value of €500,000 or €2,000,000 in the aggregate;

(l)

to make any loan or advance to any Person, in excess of an individual value of €10,000 or € 100,000 in the aggregate;

(m)

to sell, abandon or otherwise dispose of any assets, in excess of an individual value of €100,000 or €500,000 in the aggregate;

(n)

to waive any right or cancel any material debt or claim, in excess of an individual value of €500,000 or €2,000,000 in the aggregate;

(o)

to adopt or enter into any new employee benefit plan or modify any existing employee benefit plan, except as required by applicable Law;

(p)

whenever prior authorization by the board of directors of FM or the board of directors of the Company prior to an action is requested, to authorize any action by the board of directors of FM or the board of directors of the Company outside the ordinary course of business; or

(q)

to enter any new insurance policy or amend any existing insurance policy outside the ordinary course of business.

Section 5.4 Directors and Officers.

5.4.1

FM Directors. The Sellers shall cause FM to convene a general shareholders’ meeting, to be held on the Closing Date, in order (i) to acknowledge the resignation of all members of the board of directors of FM and of Louis-Christophe Laurent as Président Directeur Général of FM, it being agreed that such resignations will have to be unconditional and effective as of the Closing Date (the “FM Resignation Letters”) and (ii) to appoint as new board members those Persons whose names will be provided by the Purchaser to the Sellers at least five (5) Business Days prior to the Closing Date.

5.4.2

GL Trade Directors. The Sellers undertake to request the president of the board of directors of the Company (and all relevant Subsidiaries to the extent applicable), as the case may be, to convene the board of directors to hold a meeting of such board on the Closing Date in order to appoint by way of cooptation pursuant to article L.225-24 of the French commercial code, the Persons designated by the Purchaser at least five (5) Business Days prior to the Closing Date, as board members of the Company (and

the relevant Subsidiaries, to the extent applicable), to replace the Directors (except for Pierre Gatignol).

In the above-mentioned meeting of the board of directors, (i) the Sellers who are members of the board of directors of the Company (and all relevant Subsidiaries to the extent applicable) shall vote in favor of the appointment of the Persons designated by the Purchaser as board member of the Company to replace those of the Directors who are successively resigning and (ii) same Sellers shall, and all Sellers shall cause that the other members of the board of directors of the Company (except for Pierre Gatignol) to, successively deliver to the board of directors of the Company their resignation letters as board members and with respect to Louis-Christophe Laurent and Frédéric Morin as Directeur Général Délégué of the Company effective upon such delivery (the “Company Resignation Letters”).

5.4.3

Company Group Directors. Simultaneously with the delivery of the FM Resignation Letter, each Seller (except for Pierre Gatignol) who has a directorship or any other corporate duties in any member of the Company Group and/or has entered into an employment contract with any member of the Company Group or any Person in which the Company has a direct or indirect ownership (other than securities accounted for as investment securities “valeurs mobilières de placement”) shall resign in writing from all such duties and employment contracts, as applicable, it being agreed that such resignations will have to be unconditional and effective as of the Closing Date (the “Company Group Resignation Letters”, and, together with the FM Resignation Letters and the Company Resignation Letters, the “Resignation Letters”).

5.4.4

Absence of directors claims. Each Resignation Letter shall contain a statement confirming that its signatory has no outstanding claim and waives any right against FM, the relevant member of the Company Group or the relevant Person, as the case may be, in its capacity as director or employee, as the case may be, of such company, or as the result of the termination of such duties.

5.4.5

Former Directors and Officers.

(a)

The Purchaser hereby waives and releases, and shall cause its Affiliates not to initiate, any causes of actions or claims against the Sellers solely to the extent such causes of actions relates to such Sellers in their capacity as directors and/or officers of FM (and for the avoidance of doubt not in their capacity of shareholders of FM) in connection with any resolution adopted, or any action or alleged omission of such persons, carried out or alleged to be omitted, as the case may be, before the Closing Date and shall fully indemnify and hold harmless such persons against the consequences of all

such causes of action or claims that the members of the Company Group may have against them, provided, however, that the Purchaser shall not be required to make such waiver or release or to indemnify the Sellers with respect to liabilities arising from criminal actions for which such persons are liable, Gross Negligence, willful misconduct (faute intentionelle) or fraud (dol).

(b)

The Purchaser hereby waives and releases, and shall cause its Affiliates and the members of the Company Group in their capacity as majority shareholders of the Subsidiaries not to initiate, any causes of actions or claims (except in the event a criminal offense, Gross Negligence, willful misconduct (faute intentionelle) or fraud (dol) is alleged in good faith) against the Directors, members of board of directors, supervisory board or management board and more generally officers, permanent representatives of legal entities acting as directors or legal representatives of the Company and/or its Subsidiaries resigning on the Closing Date, solely to the extent such causes of actions relates to such persons acting in such capacity, in connection with any resolution adopted, or any action or alleged omission of such persons, carried out or alleged to be omitted, as the case may be, before the Closing Date. For the applicable statutes of limitations, the Purchaser shall maintain the existing insurance policies of the Company covering the liability of such the Directors, members of board of directors, supervisory board or management board and more generally officers, permanent representatives of legal entities acting as directors or legal representatives of the Company and/or its Subsidiaries. The Purchaser shall grant, and shall procure that the Company and its Subsidiaries grant, to the Sellers and to such persons resigning on the Closing Date, access during normal office hours subject to reasonable notice to the representatives and to the books and records of the Company or the concerned Subsidiary, for the purpose of resisting or defending any such claim or make any counterclaim, provided that (i) such access shall be at reasonable times and shall not unreasonably disrupt the personnel and operations of the Company and its Subsidiaries, and (ii) access shall be limited to only those books and records of the Company or the concerned Subsidiary that directly relate to the claim or counterclaim concerned, and (iii) the rights of the Sellers under this paragraph shall not extend to allowing access to information which is reasonably regarded as confidential to the activities of Company and its Affiliates.

5.4.6

Independent Expert. The Sellers undertake to request the president of the board of directors of the Company to convene the board of directors of the Company to hold a meeting of such board as quickly as practicable after the date hereof in order to appoint an independent expert as required under

Article 261-1 et seq. of the AMF general regulations and after due approval of the Purchaser on the name of such independent expert.

5.4.7

Nominee Shares. The Sellers shall procure that, subject to applicable Law, the Company makes reasonable efforts to purchase for a nominal value all shares held by nominee shareholders (i.e., shares held by current or former directors, officers and employees of the Company Group on behalf of a member of the Company Group) in any member of the Company Group or any Person in which the Company has a direct or indirect interest (other than those securities accounted for as investment securities “valeurs mobilières de placement”), or enter with such shareholders into a standard loan agreement in relation to said shares.

Section 5.5 Notices of Certain Events relating to Representations, Warranties and Covenants. During the period beginning on the date hereof and ending on the Closing Date, each Party shall promptly notify the other Party of (i) the occurrence, or failure to occur, of any event, that would be likely to cause any of the representations or warranties made by such Party contained in this Agreement to be untrue or inaccurate in any material respect as of the Closing Date and (ii) any material failure to comply with or satisfy any of the covenants, conditions or agreements to be complied with or satisfied by such Party under this Agreement, and any material adverse change in the business, financial position and/or assets of FM, the Company or any of its Subsidiaries, it being understood that any new event or matter so disclosed by the Sellers to the Purchaser in accordance with this Section is for the purpose of the information of the Purchaser only and shall not be deemed to form part of the Information. For the avoidance of doubt, none of such new event or matter so disclosed by the Sellers to the Purchaser shall limit the right of the Purchaser to be indemnified under Article 6 of this Agreement.

Section 5.6 Non compete. Each Seller covenants with the Purchaser and the Company and its Subsidiaries that he/it shall not and shall procure that none of its Affiliates shall:

(a)

for a period of two (2) years from the Closing Date be concerned in any business, which is competitive with any of the businesses carried by the Company and its Affiliates as at the Closing Date;

(b)

for a period of two (2) years from the Closing Date canvass or solicit orders for goods and services similar to those provided by any member of the Company Group at the Closing Date from any person who is at the Closing Date or has been at any time within the year prior to the Closing Date a customer of any member of the Company Group; or

(c)

for a period of two (2) years from the Closing Date induce or attempt to induce any supplier of any member of the Company Group to cease to supply, or to restrict or vary the terms of supply, to that company, provided, however, that this Section 5.6(c) shall

not supersede or change any of the terms of any supply agreements entered into by Euronext Paris with any member of the Company Group; or

(d)

for a period of two (2) years from the Closing Date induce or attempt to induce any director or senior executive employee (meaning an employee earning more than €90,000 per year in base salary or €150,000 per year in salary and bonus) of the Company and its Affiliates to leave the employment of the Company or Affiliates with a view to hiring such person; or

(e)

make use of or (except as required by Law or any competent Governmental Authority) disclose or divulge to any third party any information of a secret or confidential nature relating to the processes, business or affairs of the Company and its Affiliates; or

(f)

use any trade name used by the Company and its Affiliates as at the Closing Date or any other name intended or likely to be confused with such a trade name.

For the purposes of this Section 5.6: a Seller is concerned in a business if he/it carries it on as principal or agent or if: (i) he/it is a partner, director, employee, secondee, consultant or agent in, of or to any Person who carries on the business; (ii) or he/it has any direct or indirect financial interest (as shareholder or otherwise) in any Person who carries on the business; or (iii) he/it is a partner, director, employee, secondee, consultant, or agent in, of or to any Person who has a direct or indirect Controlling financial interest (as shareholder or otherwise) in any Person who carries on the business, disregarding, with respect to (ii) and (iii) above, any financial interest in securities which amount to less than five per cent of the share capital and/or carry less than five per cent of the voting rights; provided, however, that in the event that the Person (other than any Seller) who carries on the competitive business(es) is also active in any business(es) other than the one(s) competing with those of the Company Group on the date hereof, nothing in Section 5.6(a) above shall refrain the Sellers from engaging themselves in any such non-competing business(es), in the capacity as director, employees, consultant or agent, provided that the competitive business is not a material part of the business of that Person’s business.

Nothing in Section 5.6(a) shall restrict Euronext Paris or its Affiliates from (i) carrying out, directly or indirectly, those of their activities which compete with those of the Company and its Subsidiaries as at the date of this Agreement, it being agreed that, for the purposes of this Section 5.6, Atos Euronext Market Solutions Holding S.A.S. and its Subsidiaries shall be considered as Affiliates of Euronext Paris and (ii) carrying out, directly or indirectly, the activities, which compete with those of the Company and its Subsidiaries as at the Closing Date, of any business acquired by Euronext Paris or its Affiliates, provided that such competing activities represent no more than twenty percent (20%) of this acquired business’ revenues at the time of the acquisition.

For the avoidance of doubt, nothing in this Section 5.6 shall be applicable to the proper performance by the Sellers (in accordance with the terms thereof) of agreements entered into between any Seller and the Purchaser, any of its Affiliates and any member of the Company Group, including, but not limited to, employment agreements, agency agreements and consultancy agreements.

Section 5.7 Expenses. All fees, costs and other expenses incurred in connection with this Agreement, the Transaction and the other transactions contemplated herein shall be borne by the Party that incurred such fee, cost or other expenses and neither Party will at any time for any reason whatsoever be under any obligation to compensate the other for such fees, costs or other expenses. Notwithstanding anything herein to the contrary, the Purchaser undertakes to the Sellers that it will bear and pay (i) any stamp or registration duties or other transfer taxes incurred on, or in connection with, the Transaction and the execution of this Agreement, (ii) all fees and commissions of the Investment Services Provider, (iii) all the fees, costs and other expenses incurred by the Purchaser, the Substituted Affiliate or any other Affiliates in connection with the Offer and (iv) in the event that the Closing does not take place for any reason whatsoever, by way of prompt indemnification to the Company any costs and expenses incurred by the Company with respect to the independent expert referred to in Section 5.4.6.

Section 5.8 Refinancing.

5.8.1

No later than on the Closing Date, the Purchaser shall, to the extent necessary, enter into agreements with banks in order to provide the Company with adequate financing to refinance on the Closing Date any credit facility or debt instrument of the Company or any of the Subsidiaries that could otherwise be accelerated as a result of, or in connection with, the Transaction or any transactions contemplated herein. The Purchaser acknowledges and agrees that the Sellers and each of their respective Affiliates shall have no liability therefor.

5.8.2

The Parties acknowledge that Euronext Paris has indicated that it will request the early repayment of all amounts due under, and termination of the Euronext Shareholder Loan Agreement, in accordance with the terms of the Euronext Shareholder Loan Agreement. As a result, as from the Closing Date, the Purchaser shall, to the extent necessary, provide financing to the Company so that any principal amounts, accrued interest and any other amount due to Euronext Paris under the Euronext Shareholder Loan Agreement have been fully repaid by payment in cash by the Company no later than three (3) Business Days following the Closing Date.

Section 5.9 Offer. The Parties acknowledge that, upon completion of the Transaction and in accordance with applicable takeover bid regulations, the Purchaser will file with the AMF a mandatory tender offer (offre publique obligatoire) under the simplified procedure, to purchase the remaining shares of the Company (the “Offer”). Subject to the limitations imposed by Law and, as the case may be, by existing

confidentiality arrangements, the Sellers shall (i) procure that the Company provide the Purchaser, as soon as reasonably practicable following a request, with the information and assistance that the Purchaser may reasonably request in connection with the preparation of the Purchaser Offer documentation, (ii) provide the Purchaser, as soon as reasonably practicable following a request, with the information that the Purchaser may reasonably request in connection with the defense in any proceedings that may hinder the implementation of the Offer, and (iii) refrain from doing anything which would have an adverse effect on the outcome of the Offer and/or would make the Offer more onerous to the Purchaser (in particular, the Sellers shall as from the date of this Agreement refrain from acquiring any share of GL Trade in addition to the Sellers GL Trade Shares, except through the exercise of their existing stock options, to the extent legally possible under applicable Law). The rights of the Purchaser under this paragraph shall not extend to being granted access to information which is reasonably regarded as confidential to the activities of FM or any member of the Company Group prior to the Closing Date.

Section 5.10 Delegation. The Sellers hereby delegate the Purchaser to FM in accordance with Articles 1275 et seq. of the French Civil Code for the payment of the Delegated Amount on the Closing Date. Each of the Purchaser and FM expressly accepts the above delegation. This delegation is an imperfect delegation (délégation imparfaite).

Section 5.11 GL Multimedia. The Parties acknowledge and agree that the Sellers shall cause the Company to purchase on or prior to the Closing Date all of the 2,751 shares in GL Multimedia S.A. held by Euronext Paris for a price equal to €1,065,000.

ARTICLE 6

INDEMNIFICATION

Section 6.1 Indemnification Principles.

6.1.1

Subject to the limitations in this Article 6, each Seller, acting for his/its own account and not severally and jointly (à titre non solidaire) with the other Sellers, except for Mr. Louis-Christophe Laurent who shall remain jointly and severally liable (solidaire) with Gagnières, shall indemnify the Purchaser for:

(a)

any Losses resulting directly from any breach of any representation or warranty of the Sellers contained in Sections 3.1 and 3.2.1 through 3.2.10; provided, however, that (i) for breach of any representation or warranty contained in Sections 3.2.1, 3.2.4, 3.2.6, 3.2.7, 3.2.8 (only to the extent it would relate to an undertaking made by FM), 3.2.9 and 3.2.10, each Seller’s payment obligation in respect of the relevant Loss shall be proportionate to the number of FM Shares sold by such Seller to the Purchaser as set forth in front of his/its name in paragraph (A) of the Preamble, (ii) for breach of any representation or warranty contained in Sections 3.1, 3.2.3 and 3.2.5, each Seller’s payment obligation in respect of the

relevant Loss shall be proportionate to the number of GL Trade Shares sold by such Seller, directly and indirectly through FM, to the Purchaser as set forth in Exhibit 6.1.1(a) and (iii) for breach of any representation or warranty contained in Section 3.2.2, each Seller’s payment obligation in respect of the relevant Loss shall be proportionate to the number of Seller GL Trade Shares sold by such Seller as set forth in front of his/its name in paragraph (C) of the Preamble;

(b)

any Liability of FM, (i) which was not accounted for or which was insufficiently accounted for in the Financial Statements and the cause of which results directly from an event which occurred or a circumstance which existed prior to the Closing Date, including any requirement on FM to pay any Taxes not provided in the Financial Statements, in relation to the period prior to the Closing Date, but excluding any deferred Tax liability on unrealized capital gains on the FM GL Trade Shares, or (ii) which results from any Transaction Costs, whether accounted for in the Financial Statements or not, minus that part of Transaction Costs to be paid on Closing through the payment to FM by the Purchaser of the Delegated Amount, or any amount paid by the Sellers to FM under the Indemnification Obligations provided, however, that each Seller’s payment obligation in respect of the relevant Liability shall be proportionate to the number of FM Shares sold by such Seller to the Purchaser as set forth in front of his/its name in paragraph (A) of the Preamble;

(c)

64.52% of (x) any Losses resulting directly from any breach of any representation or warranty of the Sellers contained in Section 3.2.8 (only to the extent it would relate to an undertaking made by the Company Group) and Sections 3.2.11 through 3.2.21 (including for the avoidance of doubt Section 3.2.15(iii)), (y) any TT Losses of up to a maximum aggregate amount of US$15,499,070 (corresponding to a maximum indemnity of US$10,000,000) and/or (z) any Losses arising directly from the claim made in November 2005 by Tradition UK against Nyfix Overseas Inc. (now named GL Trade Overseas Inc.) as described in schedule 3.12 of the disclosure schedules of the share purchase agreement entered into among the Company, Nyfix Inc. and Nyfix Overseas Inc. on August 25, 2006 (included in the Data Room); provided, however, that, in each case, each Seller’s payment obligation in respect of the relevant Loss or TT Loss, as applicable, shall be proportionate to the number of GL Trade Shares sold by such Seller, directly and indirectly through FM, to the Purchaser as set forth in Exhibit 6.1.1(a); and/or

(d)

If and when the aggregate amount of the TT Losses exceeds US$15,499,070, 50% of the portion of the aggregate TT Losses in excess of US$15,499,070 and up to a maximum aggregate amount of TT Losses of US$39,499,070 (corresponding to an additional maximum indemnity of US$12,000,000) (for the sake of clarity, the provisions of subparagraph (c)(y) apply to the portion of the aggregate TT Losses up to US$15,499,070); provided, however, that each Seller’s payment obligation in respect of the relevant TT Loss shall be proportionate to the number of GL Trade Shares sold by such Seller, directly and indirectly through FM, to the Purchaser as set forth in Exhibit 6.1.1(a).

6.1.2

Except for any liability of the Sellers under subparagraphs (b), (c)(y), (c)(z) and (d) of Section 6.1.1 above, no Seller shall however be liable to indemnify the Purchaser in connection with any matter:

(a)

Fairly Disclosed in the Information; or

(b)

that is Fairly Disclosed in this Agreement (including, for the avoidance of doubt, in any of its exhibits; it being specified for the avoidance of doubt that any disclosure made in an exhibit relating to a given representation is deemed to be made against all the other representations).

Any payment made by any Seller under this Article 6 shall be considered as a reduction in (i) the FM Shares Purchase Price paid to such Seller if made under subparagraphs (a)(i) and/or (b) of Section 6.1.1 above, (ii) the GL Trade Shares Purchase Price paid to such Seller if made for breach of any representation or warranty contained in Section 3.2.2, or (iii) the FM Shares Purchase Price and the GL Trade Shares Purchase Price paid to such Seller based on the pro rata portion of the Purchase Price for which the FM Shares Purchase Price and the GL Trade Shares Purchase Price account, respectively, if made under subparagraphs (a)(ii), (c) and/or (d) of Section 6.1.1.

Section 6.2 Claim Notice. In order to be valid, any claim made by the Purchaser pursuant to Section 6.1 above (a “Claim”) should give rise to a written notice to the Seller, specifying (in reasonable detail) the matter which gives rise to the Claim, the nature of the Claim, the amount, if available, claimed in respect thereof (setting forth, in reasonable detail, the Purchaser’s calculation of the Loss thereby alleged to have been suffered by it), any supporting documentation and the date on which any member of the Company Group became aware of the grounds for the Claim (a “Claim Notice”).

Section 6.3 Time limits. In order to be valid, any Claim Notice shall be notified within the following time limits:

(a)

in the case of a Claim based on a breach of the representations and warranties contained in Sections 3.2.1 and 3.2.2 until the third (3^rd) anniversary of the Closing Date; or

(b)

in the case of a Claim based on a breach of the other representations and warranties contained in Sections 3.1 and 3.2.3 through 3.2.21 and/or a Claim made pursuant to subparagraphs (b) and (c)(z) of Section 6.1.1, within eighteen (18) months from the Closing Date; or

(c)

in the case of a Claim made pursuant to subparagraphs (c)(y) and/or (d) of Section 6.1.1, within seven (7) years from the Closing Date.

Any Claim Notice so notified shall (if it has not been previously accepted, satisfied, settled or withdrawn) be deemed to be withdrawn six (6) months (or twelve (12) months for a Claim with respect to a TT Loss) after the relevant time limit set out above unless court proceedings in respect of it have been initiated against the Sellers, or unless negotiation to reach settlement agreement, expertise or court or arbitration proceedings in respect of it have been initiated with or against any third party (i) to resist that third party claim which has given rise to the relevant Claim Notice or (ii) to definitively determine the amount of such third party claim, in accordance with Article 6.10 below, in which case any such Claim Notice so notified shall only be deemed withdrawn six (6) months (or twelve (12) months for a Claim with respect to a TT Loss) after the date at which the amount of the Loss (or the TT Loss, respectively) in respect of such Claim Notice is definitively ascertained and/or determined unless, in case of disagreement with the Sellers on the principle or amount of the indemnification for such ascertained third-party claim, court proceedings have been initiated by the Purchaser against the Sellers.

Section 6.4 Minimum Claims. No indemnity shall be due by the Sellers in respect of any Claim if the amount for which the Sellers would be liable under this Article 6, but for this Section 6.4, in respect of such Claim does not exceed a threshold of (i) €200,000 for any Claim made pursuant to subparagraph (b) of Section 6.1.1 (except for any Claim in relation to any Transaction Costs, where no such threshold shall apply) and any Claim based on a breach of the representations and warranties contained in Sections 3.2.1, 3.2.6, 3.2.7, 3.2.8 (only to the extent it would relate to an undertaking made by FM), 3.2.9 and 3.2.10, and (ii) of €300,000 for any other Claim; it being understood that if such amount is exceeded in respect of a given Claim, subject as otherwise provided in this Agreement, the full amount of such liability in respect of that Claim shall be recoverable from the Sellers (without prejudice to the other provisions of this Agreement and in particular to the provisions of Section 6.5) and it being further provided for purposes of this Section 6.4 that all Claims arising from the same facts or circumstances shall be treated as a single Claim.

Section 6.5 Deductible. No indemnity shall be due by the Sellers in respect of any Claim made pursuant to subparagraphs (a) and (c)(x) of Section 6.1.1, unless (i) the Claim is based on a breach of the representations and warranties contained in Sections 3.2.1, 3.2.6, 3.2.7, 3.2.8 (only to the extent it would relate to an undertaking made by FM), 3.2.9 and 3.2.10, or (ii) the aggregate amount for which the Sellers are liable under this Article 6 (taking into consideration, in particular, the provisions of Section 6.4) with respect to Claims made pursuant to paragraphs (a) and (c)(x) of Section 6.1.1 (save for any Claim based on a breach of the representations and warranties contained in Sections 3.2.1, 3.2.6, 3.2.7, 3.2.8 (only to the extent it would relate to an undertaking made by FM), 3.2.9 and 3.2.10) exceeds a deductible equal to €2,000,000, it being understood that if such deductible is exceeded, the Sellers shall only be liable for the amounts in excess of such deductible, subject to the maximum liability pursuant to Section 6.6 below. For the avoidance of doubt this Section 6.5 shall not limit or reduce the indemnification rights of the Purchaser in respect of any Claim made pursuant to subparagraphs (b), (c)(y), (c)(z) and (d) of Section 6.1.1 or any Claim based on a breach of the representations and warranties contained in Sections 3.2.1, 3.2.6, 3.2.7, 3.2.8 (only to the extent it would relate to an undertaking made by FM), 3.2.9 and 3.2.10.

Section 6.6 Maximum Liability. Subject to Section 6.5 above, (i) the cumulative aggregate amount for which the Sellers may be liable for breach of the representations made under Sections 3.1 and 3.2 (other than under Sections 3.2.1 and 3.2.2) and pursuant to subparagraphs (c)(y), (c)(z) and (d) of Section 6.1.1 shall not exceed fifteen percent (15%) of the Purchase Price and (ii) the cumulative aggregate amount for which the Seller may be liable for breach of the representations made under Sections 3.2.1 and 3.2.2 and pursuant to subparagraph (b) of Section 6.1.1 shall not exceed the Purchase Price.

Section 6.7 Deduction of Certain Amounts.

6.7.1

Any indemnification due by the Sellers under this Article 6 shall be reduced by the amount of the insurance proceeds or any amount (whether by payment, discount, credit, relief or otherwise) actually received or recovered from a third party by FM, the relevant member of the Company Group, the Purchaser or any of its Affiliates in connection with the Loss for which such indemnification is due. In the event said insurance proceeds or amounts are received or recovered after the indemnification due hereunder is paid by the Sellers, the Purchaser shall pay, or shall procure that FM, the relevant member of the Company Group or the Purchaser or any of its Affiliates pays, to the Sellers (pro rata the allocation of the FM Shares Purchase Price or the GL Trade Shares Purchase Price, depending on whether the concerned indemnification is considered a reduction of any of them in accordance with Section 6.1.2 above) an amount equal to (i) said insurance proceeds or amounts received or recovered or (ii) if less, the indemnification paid by the Sellers to the Purchaser in respect of such Loss; and on the basis that there will be deducted from the insurance proceeds or any amount (whether by payment, discount, credit, relief or otherwise) actually received or

recovered from a third party by FM, a member of the Company Group, the Purchaser or any of its Affiliates in connection with the Loss, all the reasonable costs and expenses directly incurred by FM, a member of the Company Group, the Purchaser or any of its Affiliates in making such recovery, including any related increase in insurance premiums directly and solely resulting from the relevant Loss.

6.7.2

The amount of the indemnification for which the Sellers may be liable will be calculated after deducting the amount of any benefit received or realized by FM, the members of the Company Group or the Purchaser on account of the Loss giving rise to the Claim and resulting from any reduction, savings or recovery of debts and Taxes, including in particular Tax savings (in the form of either immediate Tax reduction or increase in Tax loss carry-forward) benefiting to FM or the relevant member of the Company Group as a result of the Tax deductibility of said Loss.

6.7.3

Any indemnification due by the Sellers under this Article 6 shall be reduced in respect of any Claim if a provision is made for the matter giving rise to the Claim in the Financial Statements or the Consolidated Financial Statements, as appropriate, and to the extent of such provision.

Section 6.8 Other Limitations.

6.8.1

A Loss shall be eligible for indemnification by the Sellers to the extent and only to the extent such Loss has effectively been sustained by the Purchaser, FM or a member of the Company Group and shall be computed without regard to any valuation multiple that may have been used in determining the Purchase Price.

6.8.2

If a Claim is based upon a liability which is contingent only, no indemnification shall be due by the Sellers unless and until such liability is actually suffered.

6.8.3

The amount of the indemnity due by any Seller in connection with a Loss sustained by a member of the Company Group shall be calculated by applying the percentage of the direct and/or indirect shareholding held by such Seller, directly and indirectly, in the share capital of said member of the Company Group at the Closing Date.

6.8.4

The Sellers shall not be held liable for indemnification to the extent the Loss for which indemnification is sought is attributed to any voluntary action or omission on the part of the Purchaser, FM and/or any member of the Company Group after the Closing Date, except for actions required to comply with any binding obligation under applicable Law or the applicable accounting principles on or before the Closing Date.

6.8.5

Any Loss arising from a Tax adjustment notified by a Governmental Entity which has the effect of transferring an expense, income or deduction from one financial year to another or gives rise to a corresponding Tax credit or permits FM or any member of the Company Group to avoid or to reduce an effective Tax for an equal amount, will be limited in amount to the amount of applicable penalties and late payment interest due by FM or any member of the Company Group.

6.8.6

If an amount of VAT is subject to a Tax adjustment notified by a Governmental Entity and such VAT is recoverable, a Claim may only be made for the amount of penalties and late payment interest arising from such Tax adjustment.

6.8.7

The Sellers shall not be liable for indemnification to the extent the Claim is a result of any Law that was not enacted as of the Closing Date.

6.8.8

The Sellers shall not be liable to the Purchaser (or such liability shall be reduced) for any indemnification under this Article 6 to the extent that the subject matter of the Claim is expressly taken into account in the calculation of the Post-Closing Purchase Price Adjustment.

Section 6.9 Mitigation of the Matter Giving Rise to the Claim. After the Purchaser has become aware of a situation giving rise to a Loss that may give rise to indemnification hereunder, the Purchaser shall use its best efforts so that all commercially reasonable measures and steps are taken by FM or the relevant members of the Company Group and all commercially reasonable assistance is given by FM or the members of the Company Group in order to avoid or minimize the amount of such Loss, subject however to the interest (intérêt social) of the Purchaser, FM and the relevant member of the Company Group, and taking into account what can be expected in such respect from a “bon père de famille” acting in good faith; it being further agreed that any costs and expenses related to such mitigating action, if reasonably incurred, shall constitute, for the avoidance of doubt, part of the Loss in respect of which the Claim may be made. Nothing in this provision shall require, in relation to the TT Patents, the Purchaser or any member of the Company Group to take the initiative of removing any current software from any customers of the Company Group, or any portion thereof.

Section 6.10 Conduct of Claims. The Purchaser shall, when aware of any matter that may give rise to a Claim against the Sellers:

(a)

give to the Sellers a Claim Notice no later than twenty (20) Business Days after any member of the Company Group becomes aware of such matter;

(b)

allow, and shall procure that FM or the members of the Company Group allow, the Sellers (and their advisors) to have reasonable access to FM or the relevant member of the Company Group in

order to investigate the matter or circumstance alleged to give rise to such Claim;

(c)

allow, and shall procure that FM or the members of the Company Group allow, each Seller to participate at its own costs in the defense of any third party claim giving rise to the Claim upon condition that any such Seller elects to do so no later than thirty (30) calendar days from receipt of a notice from the Purchaser requesting such election to be made or, in the case of emergency court proceedings or where a reply to a notification made by any Governmental Authorities must be given within a specified time period, such earlier time as is necessary to permit necessary actions, and the Purchaser shall in good faith take into account the opinion of such Seller as to the conduct of the defense of such third party claim and shall allow or procure FM or the relevant member of the Company Group to allow such Seller and its advisors to make comments with respect to any written submission of pleadings;

(d)

abstain from, and shall procure that FM or the relevant member of the Company Group shall abstain from, compromising or settling without the prior consent of the Sellers, which shall not be unreasonably withheld or delayed taking into account inter alia the corporate or commercial interest of FM or the relevant member of the Group Company.

Any indemnification due in connection with a Claim involving the payment of money shall only be due after the amount becomes finally due after completion of all commercially reasonable recourses, unless the Purchaser, FM or the relevant member of the Company Group is required by Law or a binding decision of a Governmental Authority to make a payment or to pay any amount under a binding compromise or settlement agreement entered into in accordance with the provisions of this Section 6.10, in which case (i) with respect to any payment to be made, half of the indemnification due by the Sellers under this Article 6, and (ii) with respect to any payment to be made under a compromise or settlement agreement, all of the indemnification due by the Sellers under this Article 6, becomes due and shall be paid within thirty (30) calendar days from the date of notification by the Purchaser to the Sellers of the determination of such payment.

In the event that, after the Sellers have paid the amount due by them in relation to a Claim under paragraph (i) above:

- any proceeds or amounts are received or recovered by FM, the relevant member of the Company Group or the Purchaser or any of its Affiliates in relation to such Claim pursuant to a binding decision of a Governmental Authority after completion of all commercially reasonable recourses, the Purchaser shall pay, or shall procure that FM, the relevant member of the Company Group or the

Purchaser or any of its Affiliates pays, to the Sellers (pro rata the allocation of the FM Shares Purchase Price or the GL Trade Shares Purchase Price, depending on whether the concerned indemnification is considered a reduction of any of them in accordance with Section 6.1.2 above) an amount equal to (i) said amounts received or recovered or (ii) if less, an amount equal to the amount paid by the Sellers to the Purchaser in respect of such Claim. Any such amount shall be (i) increased by an interest on such amount calculated on the basis of the Euribor three month rate for the period from (but excluding) the date on which the Sellers’ payment was made under the above paragraph to (and including) the date of the payment of such amount to the Sellers, and (ii) reduced by all the reasonable costs and expenses directly incurred by FM, a member of the Company Group, the Purchaser or any of its Affiliates in making such recovery (provided, however, for the avoidance of doubt, that the aggregate amount of such reasonable costs and expenses together with any indemnification remaining due by the Sellers exceed the applicable minimum amount set forth in Section 6.4) and shall be paid within thirty (30) calendar days from the Governmental Authority’s binding decision; and

- the Purchaser, FM or the relevant Group Company is required by a binding decision of a Governmental Authority after completion of all commercially reasonable recourses to make a final payment in relation to such Claim which is in excess of the amount paid by the Sellers under paragraph (i) above, the Sellers shall pay within thirty (30) calendar days from the date of notification by the Purchaser to the Sellers of the determination of such payment, an amount equal to such excess increased by an interest on such amount calculated on the basis of the Euribor three month rate for the period from (but excluding) the date on which the Sellers’ payment was made under paragraph (i) above to (and including) the date of the payment of said excess by the Sellers.

For the purpose of this Section 6.10, in the case the Sellers do not share a common view as to the conduct of the defense against any third party claim, and in particular, with respect to Article 6.10 (d), in the case the Sellers disagree on whether or not a consent shall be given to a proposed compromise or settlement, the Purchaser shall be authorized to only take into account the decision of the majority of the Sellers, such majority being at least two-thirds of the total number of GL Trade Shares sold by the Sellers, directly and indirectly through FM, to the Purchaser as set forth in Exhibit 6.1.1(a). Any failure by a Seller to reply to the Purchaser’s notice within thirty (30) calendar days or, in the case of emergency court proceedings or where a reply to a notification made by any Governmental Authorities must be given within a specified time period, such earlier time notice as is necessary to permit necessary actions, shall conclusively mean that such Seller has accepted, without reservations, the proposal made by the Purchaser with respect to the relevant third party claim.

In the case of emergency court proceedings or where a reply to a notification made by any Governmental Authorities must be given within a shorter time period than the above mentioned thirty (30) calendar day period, the Purchaser shall, and shall procure that FM, the Purchaser or the relevant member of the Company Group shall take

all commercially reasonable actions to seek from the third party or Governmental Authority concerned an extension of the period during which a final decision must be made.

Section 6.11 No Other Representations. The Sellers neither make any representation nor give any warranty to the Purchaser other than as specifically provided for in this Agreement. Without limiting the generality of the foregoing, the Sellers make no representation and give no warranty to the Purchaser with respect to financial projections, budgets or management analyses relating to any member of the Company Group and to the future profitability and financial performance of any member of the Company Group.

ARTICLE 7

TERMINATION

Section 7.1 Termination.

7.1.1

Notwithstanding anything to the contrary in this Agreement, this Agreement may be terminated and the Transaction abandoned at any time prior to the Closing:

(a)

by mutual written agreement of all the Sellers and of the Purchaser;

(b)

by the Purchaser, if there shall have been a material breach of any of the covenants set forth in this Agreement on the part of the Sellers that (if curable) is not cured within twenty (20) Business Days after notice thereof;

(c)

by any Seller, if there shall have been a material breach of any of the covenants set forth in this Agreement on the part of the Purchaser that (if curable) is not cured within twenty (20) Business Days after notice thereof; provided, however, that any breach of Section 5.1.1 is deemed not to be curable;

(d)

by any Seller, if the Closing does not occur within three (3) months following the date hereof, or four (4) months following the date hereof in the event the Antitrust Authority opens a phase 2 review in relation to the Transaction, so long as the Party wishing to terminate this Agreement under this Section 7.1.1(d) shall not have breached its obligations under Sections 5.1 and 5.2 in any manner that shall have caused the failure to complete the Transaction on or before such date;

(e)

by the Purchaser, if the Closing does not occur on the earliest of four (4) months following the date hereof and February 28, 2009, provided, however, that the Purchaser shall not have the right to terminate this Agreement under this Section 7.1.1(e) in the event

that the Purchaser has breached its obligations under this Agreement in any manner that shall have caused the failure to complete the Transaction on or before such date;

(f)

by any of the Sellers or the Purchaser in the event that the conditions set forth in Section 4.2 are not satisfied on or prior to the Closing and the situation is not remedied within three (3) months following the date hereof.

7.1.2

In the event of termination by any Seller or the Purchaser pursuant to this Section 7.1, written notice thereof shall forthwith be given to the others Parties and, except as provided in Section 7.2, the Transaction shall be terminated without further action by any Party.

Section 7.2 Effect of Termination. If this Agreement is terminated and the Transaction is abandoned as described in Section 7.1, this Agreement shall become null and void and of no further force and effect, and there shall be no further obligation on the part of either Party, except that Articles 1, 5.7, 7.2, 8, 9, 10.1, 11, 12, 13 and 14 shall survive any such termination.

Nothing in this Section 7.2 shall be deemed to release any Party from (i) any liability for any breach by such Party of the terms and provisions of this Agreement prior to the time of termination, and (ii) the Confidentiality Agreement.

Section 7.3 Break up. If the Purchaser elects to terminate this Agreement in accordance with Section 7.1.1(b) as a result of a willful material breach on the part of the Sellers and the Sellers enter within six (6) months from the date of this Agreement into a transaction similar to or having the same economic effect as the Transaction (including without limitation through the transfer to a third party of the Control of FM or of the Company or of all or a substantial part of the Company Group’s assets), the Sellers shall (without prejudice to any other rights or remedies available to the Purchaser) promptly pay to the Purchaser a lump sum indemnity equal to eight (8) million euros.

ARTICLE 8

NOTICES

Section 8.1 All notices or communications given or made pursuant to this Agreement shall be in writing and shall be deemed to have been duly given or made (i) on the date stated on the receipt, if hand delivered or sent by overnight courier, against a receipt signed and dated by or on behalf of the addressee, (ii) on the date of the first presentation to the addressee, if sent by registered mail with return receipt requested, or (iii) on the day after the date of dispatch, if sent by facsimile or telecopy (with a copy simultaneously sent by overnight courier, postage prepaid, return receipt requested). E-mail communications shall not be regarded as satisfying the requirements of this Article 8.

8.1.1

If to Sellers

Euronext Paris

Address: 39, rue Cambon, 75039 Paris Cedex 01, France

Facsimile: +33 1 49 27 [—]

Attn: Mr. Jean-François Théodore

Mr. Pierre Gatignol

Address:

Facsimile: +33 1[—]

Mr. Louis-Christophe Laurent

Address:

Facsimile: +33 1 [—]

Mr. Frédéric Morin

Address:

Facsimile: +33 1 [—]

Gagnières

Address: Parc de la Cour Senlisse, 78720 Senlisse, France

Facsimile: +33 1[—]

Attn: Mr. Louis-Christophe Laurent

8.1.2

If to Purchaser:

SunGard Data System Inc.

Address: 680 East Swedesford Road, Wayne, Pennsylvania 19087, United

States of America

Facsimile: +1 ###-###-####

Attn: Chief Financial Officer

With a copy to:

SunGard Data System Inc.

Address: 680 East Swedesford Road, Wayne, Pennsylvania 19087, United

States of America

Facsimile: +1 ###-###-####

Attn: General Counsel

Section 8.2 In the event of any change in the details listed in Sections 8.1.1 and 8.1.2 or any new details as subsequently notified to the other Party, the Party concerned shall be obliged to notify the other Party about the new details within seven (7) days from their change otherwise any notice sent with the use of previous details shall be deemed to have been duly delivered.

Section 8.3 Any notices shall be in English.

ARTICLE 9

WAIVER, AMENDMENT

Section 9.1 Any provision of this Agreement may be waived if, and only if, such waiver is in writing and signed by the Party against whom the waiver is to be effective.

Section 9.2 No failure or delay by one Party to exercise any of its rights and privileges granted or arising hereunder shall be deemed a waiver of any of these rights or privileges nor shall it bar their exercise in the future.

Section 9.3 There shall be no amendments to this Agreement without the prior written agreement of all Parties hereto. No course of action adopted by any of the Parties shall be deemed an amendment (whether express or implied) to any of the provisions hereof.

ARTICLE 10

ASSIGNMENT, SUBSTITUTION

Section 10.1 No Party to this Agreement may assign any of its rights or obligations under this Agreement without the prior written consent of the other Party.

Section 10.2 Notwithstanding the above, the Purchaser shall have the right to require that one of its Affiliates (a “Substituted Affiliate”) succeed to and be substituted for all of its rights and obligations under this Agreement and become a Purchaser under this Agreement provided that (i) the Purchaser shall provide written notice to the Sellers of any such substitution prior to such substitution together with the written confirmation of the Substituted Affiliate that it agrees to succeed to and be substituted for all the Purchaser’s rights and obligations hereunder including the delegation set forth in Section 5.10 and (ii) the Purchaser hereby guarantees, and shall remain jointly (solidairement) and indivisibly (indivisiblement entre eux) liable for, the Substituted Affiliate’s performance of any and all obligations of the Purchaser under this Agreement.

ARTICLE 11

PUBLIC ANNOUNCEMENT - CONFIDENTIALITY

Except to the extent required by applicable Law, and subject to the terms of the Confidentiality Agreement, the Parties will mutually agree on the nature, content and timing of any and all publicity, public announcements, press releases or other public disclosures regarding this Agreement or the transactions contemplated herein (including, but not limited to, on any web site). The Purchaser and the Sellers acknowledge that each of them will have to notify the AMF, the Company and the public of their crossing ownership thresholds and are free to do so to the extent required by applicable Law or the articles of association of the Company. In any case, except to the extent required by applicable Law, each Party agrees and shall cause its Affiliates not to make any statements or announcement concerning the Transaction or the Offer without the prior approval of the other Parties, and the Sellers agree and shall cause FM and each member of the Company Group (a) not to directly or indirectly, encourage, solicit, initiate or

continue any discussion or negotiation relating to the transfer of any interest in FM, the Company or any member of the Company Group or their respective assets, to any person or entity other than the Purchaser; (b) not to supply any information or afford access to the business, properties, assets, books or records of FM, the Company and any member of the Company Group to any person or entity other than the Purchaser in relation to any transaction similar to, or with the same purpose as, the Transaction; (c) to instruct their advisers, agents and representatives to comply with the undertakings provided for under paragraphs (a) through (b) above.

ARTICLE 12

GOVERNING LAW AND JURISDICTION

Section 12.1 This Agreement shall be governed by and construed in accordance with the laws of the Republic of France, including validity, interpretation and effect without regard to principles of conflicts of law.

Section 12.2 Any dispute, claim or controversy arising out of or relating to this Agreement, or the interpretation or breach hereof, shall be referred to the exclusive jurisdiction of the Tribunal de Commerce of Paris.

ARTICLE 13

SEVERABILITY

If any provision of this Agreement is held to be unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the intent of the Parties to this Agreement. In any event, the invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceability of this Agreement, including that provision, in any other competent jurisdiction.

ARTICLE 14

ENTIRE AGREEMENT

Save for the Confidentiality Agreement, this Agreement represents the entire agreement existing between the Parties relative to the subject matter hereof and supersedes all previous negotiations, discussions, correspondence, communications, understandings and agreements between the Parties relating to such subject matter.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first above written, in six (6) originals.

in Paris, France,

Euronext Paris

SunGard



Name:	Mr. Théodore	Name:	Mr.
	[Mr. Pierre Gatignol]		[Mr. Frédéric Morin]


	[Mr. Louis-Christophe Laurent]		Gagnières


		Name:	Mr. Louis-Christophe Laurent