0001193125-11-084915 Sample Contracts

FORM OF INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • March 31st, 2011 • WisdomTree Investments, Inc. • Periodicals: publishing or publishing & printing • Delaware

AGREEMENT made as of this [date], between WisdomTree Asset Management, Inc. (the “Adviser”) and WisdomTree Trust, a business trust organized under the laws of the State of Delaware (the “Trust”).

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STOCK OPTION AGREEMENT
Stock Option Agreement • March 31st, 2011 • WisdomTree Investments, Inc. • Periodicals: publishing or publishing & printing • Delaware

This STOCK OPTION AGREEMENT (the “Agreement”) is entered into as of the 17th day of March, 2004, by and between INDEX DEVELOPMENT PARTNERS, INC., a Delaware corporation (the “Company”), and Jonathan Steinberg (the “Employee”).

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STOCK OPTION AGREEMENT
Stock Option Agreement • March 31st, 2011 • WisdomTree Investments, Inc. • Periodicals: publishing or publishing & printing • Delaware

This STOCK OPTION AGREEMENT (the “Agreement”) is entered into as of November 10, 2004, by and between INDEX DEVELOPMENT PARTNERS, INC., a Delaware corporation (the “Company”), and Michael Steinhardt (the “Optionholder”).

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STOCK OPTION AGREEMENT
Stock Option Agreement • March 31st, 2011 • WisdomTree Investments, Inc. • Periodicals: publishing or publishing & printing • New York

STOCK OPTION AGREEMENT (the “Agreement”), effective as of the Grant Date (as defined below), by and between WisdomTree Investments, Inc., a Delaware corporation (the “Company”), and the employee of WisdomTree Asset Management, Inc. (“WTAM”), a wholly-owned subsidiary of the Company, whose name is set forth on the signature page of this Agreement (the “Employee”).

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RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • March 31st, 2011 • WisdomTree Investments, Inc. • Periodicals: publishing or publishing & printing • Delaware

RESTRICTED STOCK AGREEMENT (the “Agreement”), effective as of the Grant Date (as defined below), by and between WisdomTree Investments, Inc., a Delaware corporation (the “Company”), and the employee of WisdomTree Asset Management, Inc. (“WTAM”), a wholly-owned subsidiary of the Company, whose name is set forth on the signature page of this Agreement (the “Employee”).

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AMENDED AND RESTATED STOCKHOLDERS AGREEMENT among WisdomTree Investments, Inc. and Certain Investors December 21, 2006
Stockholders Agreement • March 31st, 2011 • WisdomTree Investments, Inc. • Periodicals: publishing or publishing & printing • Delaware

This Amended and Restated Stockholders Agreement, dated as of this 21st day of December, 2006 among AIG Global Asset Management Holding Corp. (“AIG”) and James E. Manley (“Manley” and together with AIG, the “2006 Principal Investors”), the other investors listed and defined on Schedule I hereto (the “Institutional Investors”), Jonathan Steinberg, a natural person (“Steinberg”) and WisdomTree Investments, Inc., a Delaware corporation (the “Company”). The 2006 Principal Investors, Institutional Investors and Steinberg are hereinafter collectively referred to as the “Investors”.

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This Securities Purchase Agreement (the “Agreement”) contains representations and warranties that the investors hereto (the “Investors”) and WisdomTree Investments, Inc. (“WisdomTree”) made to each other. These representations and warranties were made...
Securities Purchase Agreement • March 31st, 2011 • WisdomTree Investments, Inc. • Periodicals: publishing or publishing & printing • New York

WHEREAS, the Company is an exchange traded fund sponsor and developer of a family of stock indexes based on dividend-paying securities, which the Company created and presently owns (the “Company Stock Indexes”);

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AMENDMENT TO STOCK OPTION AGREEMENT
Stock Option Agreement • March 31st, 2011 • WisdomTree Investments, Inc. • Periodicals: publishing or publishing & printing

This AMENDMENT TO STOCK OPTION AGREEMENT (the “Amendment”) is entered into as of the 7th day of October, 2004, by and between INDEX DEVELOPMENT PARTNERS, INC., a Delaware corporation (the “Company”), and Luciano Siracusano (the “Employee”).

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MUTUAL PARTICIPATION AGREEMENT by and among WISDOMTREE INVESTMENTS, INC. (“WisdomTree”) WISDOMTREE ASSET MANAGEMENT, INC. (“WTAM”) and MELLON CAPITAL MANAGEMENT CORPORATION (“Mellon Capital”) THE DREYFUS CORPORATION (“Dreyfus”) Dated January 24, 2008
Mutual Participation Agreement • March 31st, 2011 • WisdomTree Investments, Inc. • Periodicals: publishing or publishing & printing • New York

This MUTUAL PARTICIPATION AGREEMENT (this “Agreement”) is made this 24th day of January 2008 (the “Effective Date”) by and between WisdomTree Investments, Inc., a Delaware corporation (“WisdomTree”), WisdomTree Asset Management, Inc., a Delaware corporation (“WTAM” and together with WisdomTree, the “WisdomTree Parties”), Mellon Capital Management Corporation, a Delaware corporation (“Mellon Capital”), and The Dreyfus Corporation, a New York corporation (“Dreyfus” and together with Mellon Capital, the “Mellon Parties”). WisdomTree, WTAM, Mellon Capital and Dreyfus are referred to herein individually as a “Party” and together as the “Parties.”

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CONFIDENTIAL INDEX DEVELOPMENT PARTNERS, INC. Proprietary Rights and Confidentiality Agreement
WisdomTree Investments, Inc. • March 31st, 2011 • Periodicals: publishing or publishing & printing • New York

I, the undersigned, recognize that Index Development Partners, Inc., a Delaware corporation, together with its subsidiaries and parent(s) (hereinafter collectively referred to as “IDPI”), is engaged in a continuous program of research, development, production and marketing respecting its business, present and future. I also understand that:

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FORM OF LICENSE AGREEMENT
Form of License Agreement • March 31st, 2011 • WisdomTree Investments, Inc. • Periodicals: publishing or publishing & printing • New York

THIS AGREEMENT, dated as of [Date] (“Effective Date”), is made by and between WisdomTree Investments, Inc., a Delaware corporation, having its principal place of business at 48 Wall Street, 11th Floor, New York, NY 10005 (“Licensor”), and WisdomTree Trust, a Delaware business trust, having its principal place of business at 48 Wall Street, 11th Floor, New York, NY 10005 (“Licensee”).

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AMENDMENT TO STOCK OPTION AGREEMENT
Stock Option Agreement • March 31st, 2011 • WisdomTree Investments, Inc. • Periodicals: publishing or publishing & printing

This Amendment to Stock Option Agreement (the “Amendment”) is entered into as of the 30th day of March, 2011, by and between WisdomTree Investments, Inc., a Delaware corporation (the “Company”), and Luciano Siracusano (the “Employee”).

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AMENDMENT TO STOCK OPTION AGREEMENT(S)
Stock Option Agreement • March 31st, 2011 • WisdomTree Investments, Inc. • Periodicals: publishing or publishing & printing

This Amendment to one or more Stock Option Agreements (the “Amendment”) is entered into effective as of January 26, 2009 (the “Restructure Date”), by and between WisdomTree Investments, Inc., a Delaware corporation (the “Company”), and the employee of WisdomTree Asset Management, Inc. (“WTAM”), a wholly-owned subsidiary of the Company, whose name is set forth on the signature page of this Amendment (the “Employee”).

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WISDOMTREE INVESTMENTS, INC. THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 31st, 2011 • WisdomTree Investments, Inc. • Periodicals: publishing or publishing & printing • New York

WHEREAS, certain of the Investors (the “2004 Investors”) have, pursuant to the terms of the Securities Purchase Agreement, dated as of November 10, 2004, by and among the Company and the Investors (the “ 2004 SPA”), purchased shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”); and

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STOCK OPTION AGREEMENT
Stock Option Agreement • March 31st, 2011 • WisdomTree Investments, Inc. • Periodicals: publishing or publishing & printing • Delaware

This STOCK OPTION AGREEMENT (the “Agreement”) is entered into as of April 3, 2002, by and between INDIVIDUAL INVESTOR GROUP, INC., a Delaware corporation with offices at 125 Broad Street, 14th Floor, New York, New York 10004 (the “Company”), and Jonathan Steinberg, an individual residing at [Redacted] (the “Employee”).

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RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • March 31st, 2011 • WisdomTree Investments, Inc. • Periodicals: publishing or publishing & printing • Delaware

RESTRICTED STOCK AGREEMENT (the “Agreement”), effective as of the Grant Date (as defined below), by and between WisdomTree Investments, Inc., a Delaware corporation (the “Company”), and , a member of the Board of Directors of the Company (“Holder’).

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AMENDMENT TO STOCK OPTION AGREEMENTS
Stock Option Agreements • March 31st, 2011 • WisdomTree Investments, Inc. • Periodicals: publishing or publishing & printing

This AMENDMENT TO STOCK OPTION AGREEMENTS (the “Amendment”) is entered into as of the 10th day of November, 2004, by and between INDEX DEVELOPMENT PARTNERS, INC., a Delaware corporation (the “Company”), and Jonathan Steinberg (the “Employee”).

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