ASSIGNMENT AGREEMENT
Pursuant
to Section 6.10 of the MASTER INVESTMENT AND SECURITIES PURCHASE AGREEMENT
entered or expected to be entered into by and between Xxxxxxx Capital Ltd.
and
E*TRADE Financial Corporation (the “Company”) dated as of November 29, 2007 (the
“Agreement”), Xxxxxxx hereby sells to Citadel AC Investments Ltd., subject to
HSR approval, the common stock to which it is entitled to receive upon the
Initial Closing, and assigns to Citadel AC Investments Ltd. all of its rights
under the Agreement to obtain common stock of the Company to which Xxxxxxx
is
entitled after the Initial Closing.
The
price
shall be $4.50 per share, subject to adjustment in accordance with a fairness
opinion to be issued by Duff & Xxxxxx (or such other appropriate expert if
Duff & Xxxxxx is not available) and approval by the Investors Representative
Committees of Citadel Wellington LLC and Citadel Kensington Global Strategies
Fund Ltd.
Citadel
AC Investments Ltd. hereby:
|
(a)
|
makes,
and will make in such additional form as is reasonably requested
by the
Company, the same investment representations to the Company as made
by the
Purchaser in Section 3.02 of the Agreement and the same acknowledgements
as made in Section 4.04(a)-(d) of the Agreement;
and
|
|
(b)
|
agrees
to be bound by the same restrictions as Purchaser as contained in
the
provisions of Section 4.04(e) and Section 4.04(f) (with the Company
as a
third party beneficiary of this
agreement).
|
The
per
share payment will be made by Citadel AC Investments to Xxxxxxx Capital
Ltd.
as
the
shares are received.
Signed
and agreed:
November
29, 2007, 4:15 a.m. CST
|
XXXXXXX
CAPITAL LTD.
By: Citadel
Limited Partnership
By: Citadel
Investment Group, L.L.C.
|
CITADEL
AC INVESTMENTS LTD.
By: Citadel
Limited Partnership
By: Citadel
Investment Group, L.L.C.
|
|
By: /s/
Xxxxxxx Xxxxxxxxx
Xxxxxxx
Xxxxxxxxx
Managing
Director &
Deputy
General Counsel
|
By:/s/
Xxxxxx Xxxxxx
Xxxxxx
Xxxxxx
Senior
Managing Director &
Chief
Financial Officer
|
2
