MF GLOBAL HOLDINGS LTD. (a Delaware corporation) 3.375% Convertible Senior Notes due 2018 UNDERWRITING AGREEMENTUnderwriting Agreement • August 3rd, 2011 • MF Global Holdings Ltd. • Security & commodity brokers, dealers, exchanges & services • New York
[Notwithstanding the foregoing, the undersigned may transfer the Lock-Up Securities without the prior written consent of Goldman, Sachs & Co. and Citigroup Global Markets Inc.; provided that the Lock-Up Securities so transferred are transferred in accordance with Section 16(f) of the Company’s Amended and Restated 2007 Long Term Incentive Plan, as amended (the “Plan”), following a Withholding Event (as hereinafter defined) and solely for purposes of paying the Company’s withholding obligations arising from a Withholding Event; provided further that the total number of shares of Common Stock transferred for purposes of paying the Company’s withholding obligations arising from a Withholding Event with respect to all transfers in accordance with Section 16(f) of the Plan by all individuals that have signed lock-up agreements (including the undersigned) does not exceed 100,000 shares of Common Stock. A “Withholding Event” shall mean the vesting of restricted stock units or other awards iss
