INVESTMENT AGREEMENT

Exhibit 10.48

I NVESTMENT A GREEMENT

dated as of May 20, 2008

between

MF G LOBAL L TD .

and

J.C. F LOWERS II L.P.

TABLE OF CONTENTS

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LIST OF ANNEXES

LIST OF SCHEDULES

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INDEX OF DEFINED TERMS

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I NVESTMENT A GREEMENT , dated May 20, 2008 (this “ Agreement ”), between MF Global Ltd., a Bermuda exempted company (the “ Company ”), and J.C. Flowers II L.P.(the “ Investor ”).

R ECITALS :

A. The Company . As of the date hereof, the Company has (i) 1,000,000,000 authorized common shares, $1.00 par value per share (“ Common Shares ”), of which, as of April 30, 2008 120,046,739 shares were issued and outstanding; and (ii) 200,000,000 authorized preference shares, $1.00 par value per share, of which no shares are outstanding.

B. The Issuances . The Company currently intends (i) to issue and sell an amount of a series of its preference shares having the designation, powers, preferences and rights set forth in a certificate of designations in the form attached as Annex B (the “ Certificate of Designations ” and such series of preference shares, the “ Series A Shares ”) in one or more private placements and/or public offerings and (ii) to issue and sell to the Investor, and the Investor intends to purchase from the Company, a number (the “ Actual Number ”) of Series A Shares equal to (x) the maximum number specified in Annex A (the “ Maximum Number ”) minus (y) such number, if any, as may be issued and sold in any offerings of the kind referenced in clause (i) above; provided that the Actual Number shall not be less than the minimum number specified in Annex A (the “ Minimum Number ”). For purposes of this Agreement, the term “ Transaction Documents ” refers collectively to this Agreement, the Registration Agreement (as hereinafter defined) and the Certificate of Designations, in each case as amended, modified or supplemented from time to time in accordance with their respective terms.

NOW, THEREFORE , in consideration of the premises, and of the representations, warranties, covenants and agreements set forth herein, the parties agree as follows:

Article I

O THER O FFERINGS ; B ACKSTOP ; C LOSING

1.1 Other Offerings . The Company has the right to issue and sell Series A Shares in one or more private placements and/or public offerings from time to time and at any time after the date hereof but before the Closing Date on such terms and conditions as it shall determine in its sole discretion (each such transaction, an “ Offering ”); provided that the terms and conditions of any Offering taken as a whole shall not be more favorable to the purchasers than those relating to the Purchase (as defined below) and the aggregate number of Series A Shares issued in such Offerings and the Purchased Securities shall not be greater than 7,500,000.

1.2 Backstop . On the terms and subject to the conditions set forth in this Agreement, the Company agrees to sell to the Investor, and the Investor agrees to purchase from the Company, at the Closing (as hereinafter defined), the Actual Number of Series A Shares at an aggregate purchase price calculated by multiplying such number by the price per share specified on Annex A , subject to adjustment as provided in Section 1.3(b) (the “ Purchase ”). The Series A Shares to be purchased by the Investor pursuant to this Section 1.2 are herein called the “ Purchased Securities ”.

1.3 Closing .

(a) On the terms and subject to the conditions set forth in this Agreement, the closing of the Purchase (the “ Closing ”) will take place at a location mutually agreed to by the parties hereto at 10:00 a.m., New York time, on the earlier of (i) July 31, 2008 or (ii) the date five business days after the receipt by the Investor of a notice from the Company that all conditions precedent set forth in Section 1.3(e) have been satisfied or waived, but in no event earlier than June 30 2008, or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “ Closing Date ”.

(b) Subject to the fulfillment or waiver of the conditions to the Closing in Sections 1.3(c) and (d), at the Closing, (i) the Company will deliver to the Investor the Purchased Securities, as evidenced by one or more certificates dated the Closing Date and bearing appropriate legends as hereinafter provided for, registered in the register of members of the Company in such Investor’s name and (ii) the Purchaser will deliver to the Company by wire transfer of immediately available United States funds to a bank account that has been designated by the Company no later than two business days prior to the Closing Date an amount equal to (x) the product of the number of Purchased Securities multiplied by the price per Series A Share specified on Annex A less (y) an amount equal to 3.0% of the product of (A) the price per Series A Share specified on Annex A multiplied by (B) the difference between the Maximum Number and the Actual Number. Each of the Company and the Investor agree to execute and deliver to the other party at Closing a Registration Rights Agreement (the “ Registration Agreement ”) in the form of Annex C .

(c) The respective obligations of each of the Investor and the Company to consummate the Closing is subject to the fulfillment (or written waiver by the Investor or the Company, as applicable) prior to the Closing of the condition that (i) any approvals or authorizations of or notices to (or expiration of any applicable waiting periods of) the governmental and self-regulatory authorities, domestic and foreign, having jurisdiction over the Company and its subsidiaries (collectively, “ Regulatory Entities ”) specified on Schedule 1.3(c) have been received or made (or occurred) as applicable, (ii) the Company shall have been advised by the NYSE that the Common Shares issuable upon conversion of the Purchased Securities will be listed on the New York Stock Exchange (“ NYSE ”), subject to official notice of issuance and (iii) there shall be no

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effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as herein provided.

(d) The obligation of the Company to consummate the Closing is also subject to the fulfillment (or waiver by the Company) at or prior to the Closing of each of the following conditions:

(i) (A) the representations and warranties of the Investor set forth in this Agreement shall be true and correct (without regard to “materiality” or “Material Adverse Effect” qualifications included therein) as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct as of such other date) except to the extent that the failure of such representations and warranties to be so true and correct, individually or in the aggregate, does not have and would not reasonably be expected to have an Investor Material Adverse Effect, (B) the Investor shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing and (C) the Company shall have received a certificate, dated the Closing Date, signed by an executive officer of the Investor, certifying on behalf of the Investor that the conditions specified in the foregoing clauses (A) and (B) have been fulfilled;

(ii) the Company shall have received from the Investor a duly executed, valid, accurate and properly completed Internal Revenue Service (the “ IRS ”) Form W-9 or an appropriate IRS Form W-8 evidencing the Investor’s entitlement to an exemption from backup withholding; and

(iii) the Investor shall have duly executed and delivered to the Company the Registration Agreement.

(e) The obligation of the Investor to consummate the Closing is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions:

(i) (A) the representations and warranties of the Company set forth in clause (3) of Section 2.2(j) shall be true and correct in all respects as of the Closing Date as though made on and as of the Closing Date, (B) except for the representations and warranties of the Company set forth in clause (3) of Section 2.2(j), each of the representations and warranties of the Company set forth in this Agreement shall be true and correct (without regard to “materiality” or “Material Adverse Effect” qualifications included therein) as of the Closing Date as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties

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shall be true and correct as of such other date), except to the extent that the failure of such representations and warranties to be so true and correct, individually or in the aggregate, does not have and would not reasonably be expected to have a Material Adverse Effect, (C) the Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing and (D) the Investor shall have received a certificate, dated the Closing Date, signed by the Chief Executive Officer or the Chief Financial Officer of the Company, certifying on behalf of the Company that the conditions specified in the foregoing clauses (A), (B) and (C) have been fulfilled;

(ii) the Company shall have duly executed and delivered to the Investor the Registration Agreement;

(iii) the Investor shall have received from Conyers Dill & Pearman and/or Sullivan & Cromwell LLP, counsel for the Company in Bermuda and the U.S. respectively, legal opinions addressed to the Investor, dated as of the Closing Date, in the forms attached as Annexes D and E, respectively; and

(iv) On or before the Closing Date, the Company shall have received debt and/or equity financing in an aggregate amount equal to at least $750,000,000 minus the amount of proceeds from the sale of the Purchased Securities to the Investor, from one or more financial institutions or other persons pursuant to credit or other agreements, in public and/or private offerings of senior, subordinated or convertible debt, common, convertible preferred or preferred equity or rights to acquire any of the foregoing or otherwise, provided that (1) to the extent such financing involves bank financing (or any financing pursuant to a credit or similar agreement), such bank financing shall have terms that in the aggregate are no less favorable to the Company than the terms contemplated in Annex F – Bank Financing, (2) to the extent such financing involves other debt financing, such other debt financing shall have terms that in the aggregate are no less favorable to the Company than the terms contemplated in Annex F – Other Debt Financing, and (3) to the extent such financing involves equity financing the Investor shall be entitled to any adjustment under Section 3.11 that may apply in respect of such equity financing. For the avoidance of doubt, convertible debt shall be treated as other debt financing and equity financing and shall be subject to both clause (2) and clause (3) above. The financing to be received by the Company as provided in the first sentence of this clause (iv) must either be received by the Company at or prior to the Closing or all the conditions to the lenders’ (or investors’) obligations to provide such financing (other than a condition that the Closing shall have occurred) must be satisfied or waived at or prior to the Closing.

It is understood and agreed that the Company intends to issue and sell additional Series A Shares in connection with one or more Offerings concurrently with or shortly before the Closing. The consummation of any such Offering shall not be a condition to the obligations of the Investor under this Agreement.

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1.4 Interpretation . When a reference is made in this Agreement to “Recitals,” “Articles,” “Sections” or “Annexes,” such reference shall be to a Recital, Article or Section of, or Annex to, this Agreement unless otherwise indicated. The terms “herein”, “hereof”, “hereto” and the like refer to this Agreement in its entirety. The terms defined in the singular have a comparable meaning when used in the plural, and vice versa. The table of contents and headings contained in this Agreement are for reference purposes only and are not part of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed followed by the words “without limitation.” No rule of construction against the draftsperson shall be applied in connection with the interpretation or enforcement of this Agreement, as this Agreement is the product of negotiation between sophisticated parties advised by counsel. All references to “$” or “dollars” mean the lawful currency of the United States of America. Except as expressly stated in this Agreement, all references to any statute, rule or regulation are to the statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under the statute) and include any successor or analogous statute, rule or regulation that replaces the same.

Article II

R EPRESENTATIONS AND W ARRANTIES

2.1 Disclosure .

(a) Investor’s Review . The Investor acknowledges that it has conducted a review and analysis of the business, assets, financial condition, result of operations, cash plans, management and prospects of the Company and its subsidiaries that the Investor considers sufficient for purposes of deciding whether or not to make the Purchase. The Investor further acknowledges that it has had full access to all the information, and has had an opportunity to ask all the questions of and has received all the answers from the Company’s management and other representatives, regarding the Company’s business, assets, financial condition, results of operations, cash flow, management and prospects (including the events and matters referenced in the Publicly Disclosed Information), and the terms and conditions of the Purchase and the Purchased Securities, that the Investor considers necessary or appropriate for deciding whether or not to make the Purchase. In addition, in connection with the Purchase, the Investor has had such opportunity to consult with its own counsel, tax advisers and other professional advisers as the Investor believes is appropriate.

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(b) Investor’s Non-Reliance . The Investor acknowledges and agrees that neither the Company or any of its Affiliates, nor any person representing the Company or any of its Affiliates, has made to the Investor or any of its representatives, and the Investor is not relying upon, any representation, warranty or agreement with respect to the Company, the Purchase, the Purchased Securities or the Common Shares issuable upon conversion of the Purchased Securities, other than the representations, warranties and agreements of the Company expressly contained in this Agreement and the other Transaction Documents. Without limiting the foregoing, the Investor acknowledges that neither the Company nor any such other person has made, and the Investor is not relying upon, any representation, warranty or agreement with respect to the accuracy or completeness of the information (written or oral) provided to the Investor in connection with its prospective investment in the Purchased Securities, or with respect to the appropriateness, suitability or sufficiency of such information for the purpose of enabling the Investor to evaluate such investment, other than the representations, warranties and agreements of the Company expressly contained in this Agreement.

(c) Publicly Disclosed Information . As used herein, “ Publicly Disclosed Information ” means all information set forth or incorporated by reference in (i) the Company’s Registration Statement on Form F-1 (file no. 333-143395) on file with the Securities and Exchange Commission (the “ Commission ”) and as it became effective on July 18, 2007, together with the related final prospectus dated such date and on file with the Commission (together, the “ IPO Registration Statement” ), (ii) the Company’s Registration Statement on Form S-1 (file no. 333-114079) as filed with the Commission on February 5, 2008 but not declared effective by the Commission (the “ Form S-1 ”), (iii) the Company’s quarterly and current reports on Forms 10-Q and 8-K and registration on Form 8-A filed with or furnished to the Commission under Sections 13(a), 14(a) or 15(d) of the Securities Exchange Act of 1934 (the “ Exchange Act ”) on or after July 18, 2007 and prior to the date hereof (collectively, the “ SEC Reports ”) and (iv) the Company’s draft current report on Form 8-K to be filed on or about May 20, 2008, including the draft press release included as an exhibit thereto, attached as Annex G (the “ Current 8-K Report ”). The Company represents and warrants that it will file the Current 8-K Report with the Commission on or about May 20, 2008 in substantially the form set forth in Annex G . The IPO Registration Statement, the Form S-1 and the SEC Reports, together with all other reports, schedules, forms, registration statements and other documents required to be filed by the Company with the SEC since January 1, 2006 and any reports, schedules, forms, registration statements and other documents required to be filed with the SEC subsequent to the date hereof, are herein collectively called the “ SEC Filings ”.

2.2 Representations and Warranties of the Company . The Company represents and warrants to the Investor that as of the date hereof and as of the Closing Date:

(a) Organization, Authority and Significant Subsidiaries . The Company has been duly incorporated and is validly existing as an exempted company in

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good standing under the laws of Bermuda, with corporate power and authority to own or lease its properties and assets and conduct its business in all material respects as currently conducted, and, except as, individually or in the aggregate, has not had or would not reasonably be expected to have a Material Adverse Effect, has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business so as to require such qualification; each subsidiary of the Company that is a “significant subsidiary” within the meaning of Rule 1-01(w) of Regulation S-X under the Securities Act of 1933, as amended (the “ Securities Act ”) (individually a “ Significant Subsidiary ” and collectively the “ Significant Subsidiaries ”), has been duly organized and is validly existing in good standing under the laws of its jurisdiction of organization. As used herein, “ Material Adverse Effect ” means any event, change, development or effect that is material and adverse to the business, assets, results of operations or financial condition of the Company and its subsidiaries taken as a whole, or on the ability of the Company to consummate the Purchase and the other transactions contemplated for it by this Agreement.

(b) Capitalization .

(i) The authorized and outstanding share capital of the Company (but without giving effect to the issuance of up to the Maximum Number of Series A Shares plus any additional Series A Shares that may be issued in the Offerings and of Common Shares issuable upon conversion thereof) is set forth in Recital A, (ii) all of the issued and outstanding Common Shares of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any preemptive rights, resale rights, rights of first refusal or similar rights and (iii) all of the issued and outstanding shares of capital stock and all other equity interests of each Significant Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable, were not issued in violation of any pre-emptive rights, resale rights, rights of first refusal or similar rights, and are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims. It is understood and agreed that the Certificate of Designations may be amended by the Company prior to Closing solely to provide that the total number of authorized Series A Shares may be increased up to 7,500,000.

(ii) Except as set forth in Schedule 2.2(b)(ii) and as contemplated by this Agreement, there are no existing options, warrants, calls, preemptive (or similar) rights, subscription or similar rights, agreements, arrangements or commitments of any character obligating the Company to issue, transfer or sell, or cause to be issued, transferred or sold, any shares of capital stock of the Company or other equity interests in the Company or any securities convertible into or exchangeable for such shares of capital stock or other equity interests, and there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any of its capital shares or other equity interests.

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(iii) The Company has not made, issued or declared, and will not make, issue or declare prior to Closing, any dividends or other distributions in cash, capital stock or other property with respect to any of its capital stock. Except as contemplated by this Agreement or as set forth on Schedule 2.2(b)(iii), the Company is not, and will not be prior to Closing, a party to any agreement pursuant to which it has agreed or will agree for the benefit of any person, or granted any person the right to require the Company, to register with the Commission any securities issued by the Company held or to be held by such person.

(iv) The Common Shares are listed on the NYSE. The Company has taken no action designed to, or that is likely to have the effect of, terminating the trading of the Common Shares on the NYSE or de-registering the Company under the Exchange Act, nor has the Company received any notification that the Commission or NYSE is contemplating terminating such registration or listing.

(v) The consummation of the transactions contemplated by this Agreement and the issuance of the Series A Shares (or the Common Shares upon conversion thereof) will not trigger the anti-dilution provisions or other price adjustment mechanisms of any outstanding subscriptions, options, calls, warrants, commitments, contracts, preemptive rights, rights of first refusal, demands, conversion rights or other agreements or arrangements of any character or nature whatsoever under which the Company is or may be obligated to issue or acquire shares of any of its capital stock.

(vi) No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders of the Company may vote are issued and outstanding.

(c) The Purchased Securities . The Purchased Securities and the Common Shares issuable upon conversion of the Purchased Securities are duly authorized by all necessary corporate action on the part of the Company and, when issued and delivered as provided in this Agreement, will be duly and validly issued, fully paid and nonassessable, will have the rights set forth in the Certificate of Designations and the Company’s bye-laws and memorandum of association, as applicable, and the issuance thereof will not be subject to any preemptive, subscription or similar rights.

(d) Authorization and Enforceability of Transaction Documents .

(i) The Company has the corporate power and authority to execute and deliver the Transaction Documents to which it is a party and to carry out its

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obligations hereunder and thereunder (which includes the issuance of the Purchased Securities and the Common Shares issuable upon conversion of the Purchased Securities). The execution, delivery and performance by the Company of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby for it have been duly authorized by all necessary corporate action on the part of the Company and its members, and no further approval or authorization is required on the part of the Company or its members for such purpose. The Transaction Documents to which the Company is a party are or will be, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto, valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general equitable principles (“ Bankruptcy Exceptions ”).

(ii) The execution, delivery and performance by the Company of the Transaction Documents to which it is a party, the consummation by it of the transactions contemplated hereby and thereby for it and compliance by the Company with any of the provisions hereof and of the other Transaction Documents will not (x) violate, conflict with, or result in a breach of any provision of, or constitute a change of control under, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the assets of the Company or any Significant Subsidiary under any of the terms, conditions or provisions of (A) its memorandum of association or bye-laws or (B) any note, bond, mortgage, indenture, deed of trust, loan agreement, license, lease, agreement, Company Plan or other instrument or obligation to which the Company or any Significant Subsidiary is a party or by which it or any Significant Subsidiary may be bound, or to which the Company or any Significant Subsidiary or any of the assets of the Company or any Significant Subsidiary may be subject, or (y) violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Significant Subsidiary or any of their respective assets except, in the case of clauses (x)(B) and (y), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect.

(iii) To the Company’s knowledge, no notice to, filing with, exemption from or review by, or authorization, consent or approval of, any Regulatory Entity is required to be given, made or obtained by the Company in connection with the Purchase and the other transactions contemplated for it by the Transaction

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Documents, (x) except as set forth on Schedule 1.3(c), (y) except as may be necessary in connection with the registration and offering of securities as provided in the Registration Agreement and (z) except for the listing of the Common Shares issuable upon conversion of the Purchased Securities on the NYSE as provided in Section 3.4.

(e) Knowledge as to Conditions . As of the date of this Agreement, the Company knows of no reason why any regulatory approvals and, to the extent necessary, any other approvals, authorizations, filings, registrations, and notices required or otherwise a condition to the consummation of the transactions contemplated by the Transaction Documents are not reasonably likely to be obtained.

(f) Permits . The Company and each subsidiary have all permits, licenses, authorizations, orders and approvals of, and have made all filings, applications and registrations with, any Regulatory Entity that are required on the part of the Company or its subsidiaries in order to carry on their business as presently conducted, except where the failure to have such permits, licenses, authorizations, orders and approvals or the failure to make such filings, applications and registrations, individually or in the aggregate, has not had and would not be reasonably likely to have a Material Adverse Effect; and all such permits, licenses, authorizations, orders and approvals are in full force and effect and, to the knowledge of the Company, no suspension or cancellation of any of them is threatened, and all such filings, applications and registrations are current, except where the absence, suspension, cancellation or non-currency of any thereof, individually or in the aggregate, has not had and would not be reasonably likely to have a Material Adverse Effect.

(g) Proceedings . Except as disclosed in Schedule 2.2(g), there is no claim, action, suit or governmental or regulatory proceeding or investigation pending or, to the Company’s knowledge, threatened against the Company or any of its subsidiaries, nor is the Company or any of its subsidiaries subject to any order, judgment or decree, in each case, that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect.

(h) SEC Filings; Company Financial Statements . Except as set forth in Schedule 2.2(h):

(i) Since July 18, 2007, the Company and each subsidiary of the Company has timely filed all material reports, registrations, documents, filings, statements and submissions, together with any amendments thereto, that it was required to file with any Regulatory Entity (the foregoing, collectively, the “ Company Reports ”) and has paid all material fees and assessments due and payable in connection therewith. As of their respective dates of filing, the Company Reports complied in all material respects with all statutes and applicable rules and regulations of the applicable Regulatory Entities. To the

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knowledge of the Company, there are no outstanding comments from the SEC or any other Regulatory Entity with respect to any Company Report. With respect to the Company Reports other than the SEC Filings, such Company Reports were complete and accurate in all material respects as of their respective dates.

(ii) The SEC Filings, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder, and none of such documents, as of its date or if amended, as of the date of such amendment, as the case may be, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. The Current 8-K Report and each SEC Filing made after the date hereof and prior to the Closing, when filed with the Commission, will conform in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder, and will not when filed with the Commission contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

(iii) The consolidated balance sheets of the Company and its subsidiaries and the related consolidated statements of income, stockholders’ equity and cash flow, together with the notes thereto (the “ Company Financial Statements ”), included or incorporated by reference in any Company Report filed with the SEC prior to the date of this Agreement, (1) have been prepared from, and are in accordance with in all material respects, the books and records of the Company and its subsidiaries, (2) complied as to form, as of their respective date of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (3) present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of the dates specified therein and the consolidated results of their operations, changes in stockholders’ equity and cash flows of the Company and its subsidiaries for the periods specified therein, subject, in the case of any unaudited financial statements, to normal recurring year-end adjustments and (4) except as may be stated therein, have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis during the periods involved.

(iv) PricewaterhouseCoopers LLP, who have certified certain financial statements of the Company and its subsidiaries, are independent public accountants with respect to the Company as required by the Securities Act and the rules and regulations of the Commission and the Public Company Accounting Oversight Board.

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(v) The Company intends to file its annual report on Form 10-K for the fiscal year ended March 31, 2008 with the Commission on or before June 30, 2008 and to its knowledge, after due inquiry, (x) the Company will be able to make such filing by such date or (y) such filing will be accompanied by an unqualified audit opinion from PricewaterhouseCoopers LLP.

(i) Liabilities and Obligations . The Company and its subsidiaries do not have any liabilities or obligations (accrued, absolute, contingent or otherwise) of a nature that would be required to be accrued or reflected in a consolidated balance sheet prepared in accordance with GAAP, other than liabilities or obligations (i) that are reflected on, reserved against or disclosed in the notes to the Company’s consolidated balance sheet included in the Company’s quarterly report on Form 10-Q for the fiscal quarter ended December 31, 2007, (ii) that are disclosed in Schedule 2.2(i) or (iii) that, individually or in the aggregate, have not had and would not be reasonably likely to have a Material Adverse Effect.

(j) Absence of Certain Changes . Since December 31, 2007, except as disclosed in the Publicly Disclosed Information and other than the matters disclosed in Schedule 2.2(j), (1) the Company and its subsidiaries have conducted their respective businesses in all material respects in the ordinary course, consistent with past practice, (2) the Company has not made or declared any distribution in cash or in kind to its stockholders or issued or repurchased any shares of its capital stock or other equity interests, and (3) there have not been any changes, events, conditions or circumstances that, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect.

(k) Absence of Labor Dispute . No labor dispute with the employees of the Company or any subsidiary exists or, to the knowledge of the Company, is imminent that would be reasonably likely to have a Material Adverse Effect.

(l) Possession of Intellectual Property . The Company and its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know how, trademarks, service marks, trade names or other intellectual property (collectively, “ Intellectual Property ”) necessary to carry on the business now operated by them, and neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that would render any Intellectual Property invalid or inadequate to protect the interests of the Company and its subsidiaries therein, and that infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

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(m) Properties and Leases . Except as set forth in Schedule 2.2(m), the Company and its subsidiaries do not own any material real property; all of the real property or material personal property leases and subleases to which the Company or any of its subsidiaries is a party are valid and effective in accordance with their respective terms, and there is not, under any such lease or sublease, any existing default by the Company or such subsidiary or any event which, with notice or lapse of time or both, would constitute such a default except for such as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(n) Environmental Laws . Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and its subsidiaries are in compliance with applicable federal, state, local and foreign laws relating to pollution or protection of human health or the environment or the release, use, treatment, storage or disposal of pollutants, contaminants, wastes, toxic substances or hazardous substances.

(o) Compliance with Laws .

(i) Except as set forth in Schedule 2.2(g), since January 1, 2006, the Company and each of its subsidiaries has complied in all material respects and is not in default or violation in any respect of any applicable statute, law, ordinance, license, rule, regulation, order, demand, writ, injunction, decree, or judgment of any Regulatory Entity, except for failures to comply, defaults or violations that, individually or in the aggregate, have not had and are not reasonably expected to have a Material Adverse Effect.

(ii) The Company (w) is in compliance with all applicable provisions of the Sarbanes-Oxley Act of 2002 and rules of the Commission promulgated thereunder, as and to the extent the Company is currently required to comply with such Act and rules thereunder; (x) maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act, (y) such disclosure controls and procedures are effective to ensure that all material information concerning the Company is made known on a timely basis to the individuals responsible for the preparation of the Company’s filings with the Commission and other public disclosure documents, and (z) is in compliance with the listing and other rules of the NYSE applicable to the Company as a listed issuer.

(iii) Neither the Company nor, to the knowledge of the Company, any director, officer, agent, employee, Affiliate or person acting on behalf of the Company is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department.

(iv) The Company has in place policies and procedures reasonably designed to ensure that its and its subsidiaries’ operations are, and has no reason

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to believe said operations are not, being conducted in material compliance with the financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the USA PATRIOT Act of 2001, all applicable money-laundering and “know your customer” statutes and rules and regulations and any related or similar rules, regulations or guidelines issued, administered or enforced by any Regulatory Entity to the extent applicable to the Company and its subsidiaries (collectively, the “ Money-Laundering Laws ”), and, except as disclosed in the Publicly Disclosed Information, no action, suit or proceeding by or before any court or governmental agency is pending or to the knowledge of the Company, threatened against the Company or any of its subsidiaries with respect to Money-Laundering Laws.

(v) Neither the Company nor any of its subsidiaries, nor, to the knowledge of the Company, any director, officer, agent, employee or other person acting on behalf of the Company or any of its subsidiaries, (i) has violated the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any other similar applicable foreign, federal or state legal requirement, (ii) has made or provided, or caused to be made or provided, directly or indirectly, any payment or thing of value to a foreign official, foreign political party, candidate for office or any other person knowing that the person will pay or offer to pay the foreign official, party or candidate, for the purpose of influencing a decision, inducing an official to violate their lawful duty, securing any improper advantage, or inducing a foreign official to use their influence to affect a governmental decision, (iii) has paid, accepted or received any unlawful contributions, payments, expenditures or gifts, (iv) has violated or operated in noncompliance in all material respects with any export restrictions, money laundering law, anti-terrorism law or regulation, anti-boycott regulations or embargo regulations or (v) is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department.

(p) Agreements with Regulatory Entities . Except as set forth in Schedule 2.2(p), neither the Company nor any of its subsidiaries is subject to any cease-and-desist or other similar order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any capital directive by, or since December 31, 2006, has adopted any board resolutions at the request of, any Regulatory Entity that currently restricts in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its liquidity and funding policies and practices, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its operations or business (each item in this sentence, a “ Regulatory Agreement ”), nor has the Company or any subsidiary of the Company been advised since December 31, 2006 by any Regulatory Entity that it is considering issuing, initiating, ordering, or requesting any such Regulatory

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Agreement. The Company and each subsidiary of the Company is in compliance in all material respects with each Regulatory Agreement to which it is party or subject, and neither the Company nor any subsidiary of the Company has received any written notice from any Regulatory Entity indicating that either the Company or such subsidiary is not in compliance in all material respects with any such Regulatory Agreement.

(q) Insurance . The Company and its subsidiaries carry or are entitled to the benefits of insurance in such amounts and covering such risks as are generally maintained by companies engaged in the same or similar business, and all such insurance is in full force and effect ( provided that the Company makes no representation or warranty regarding the probability or amount of any insurance recovery with regard to any of the litigation matters disclosed in Schedule 2.2(g) or in the Publicly Disclosed Information).

(r) Tax Matters .

(i) The Company and each of its subsidiaries have timely filed all material Tax Returns required to have been filed as of the date hereof (or extensions have been duly obtained) and have paid all material Taxes required to have been paid by them through the date hereof, except with respect to matters for which adequate reserves have been established in accordance with GAAP.

(ii) Except as set forth in Schedule 2.2(r), neither the Company nor any subsidiary has any material current liability, and the Company has no knowledge of any events or circumstances that could result in any material liability, for Taxes of any person (other than the Company and its subsidiaries) (A) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law) or (B) as a transferee or successor, by contract or otherwise.

(iii) Except as set forth in Schedule 2.2(r), none of the Company or any of its subsidiaries is a party to, is bound by or has any obligation under any material Tax sharing or material Tax indemnity agreement or similar contract or arrangement other than any contract or agreement between or among the Company and any of its subsidiaries.

(iv) All material Taxes required to be withheld, collected or deposited by or with respect to the Company and each of its subsidiaries have been timely withheld, collected or deposited as the case may be and, to the extent required, have been paid to the relevant taxing authority except with respect to matters for which adequate reserves have been established in accordance with GAAP.

(v) To the knowledge of the Company, except as set forth in Schedule 2.2(r), (A) no unsatisfied material deficiencies for any Tax Returns referred to in clause (i) have been proposed or assessed against or with respect to the Company

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or any of its subsidiaries (and there is no outstanding audit, assessment, dispute or claim concerning any material Tax liability of the Company or any of its subsidiaries pending or raised) in each case by any taxing authority in writing to the Company or any of its subsidiaries; (B) no written claim has been made to the Company by any Regulatory Entity in a jurisdiction where neither the Company nor any of its subsidiaries files material Tax Returns that it is or may be subject to taxation by that jurisdiction; and (C) neither the Company nor any of its subsidiaries has granted any currently effective waiver of any federal, state, local or foreign statute of limitations period with respect to, or any extension of such a period for the assessment of, any material Tax that period has not yet expired.

(vi) There are no mater