EXHIBIT 4.6

DATED 13 NOVEMBER 2017

(1) ETF SECURITIES LIMITED

(2) WISDOMTREE INTERNATIONAL HOLDINGS LTD

(3) WISDOMTREE INVESTMENTS, INC.

SHARE SALE AGREEMENT

RELATING TO

ELECTRA TARGET HOLDCO LIMITED

CONTENTS

BETWEEN:

INTRODUCTION

IT IS AGREED as follows:

1991 Law means the Companies (Jersey) Law 1991.

2006 Act means the Companies Act 2006.

2017 Bonus Payments means the bonus payments in respect of the 2017 bonus year set out in the approved terms and attached to the email from Adam Wyman to Becky Lawton at 00.58 a.m. (London time) on 13 November 2017 including any deferred element to any such bonuses and the timeframe for payment thereof (subject to acceleration in the event of redundancy at the discretion of the Seller) (or such other amounts as may be agreed between the parties in writing).

Accounts Date means 31 December 2016.

Affiliate means, with respect to any person, any other person which directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with, such person excluding for the avoidance of doubt, the Excluded Parties (as defined in the Investor Rights Agreement).

Anniversary means an anniversary of the Completion Date.

Anti-Trust Authorities means each of the Jersey Competition Regulatory Authority and the UK Competition and Markets Authority (“UK CMA”) and Anti-Trust Authority shall mean any one of them.

Anti-Trust Conditions means those conditions set out in paragraph 3 of Schedule 2 and Anti-Trust Condition shall mean any one of them.

AP Agreements means each of those authorised participant agreements or similar agreements listed in the Excel spreadsheet attached to the email from Stephanie Poulier to Gemma Roberts at 5.22 a.m. (London time) on 13 November 2017.

AP Obligations means any of the representations, warranties, covenants, indemnities or other obligations given or incurred by the Seller or any Retained Group member in respect of any AP Agreement which relates in whole or in part to any covenants, undertakings, liabilities or obligations (whether actual or contingent) of any Target Group Company or which arise as a result of any acts, omissions, default or breaches by any Target Group Company.

Australian Bitcoin Authorisation means an authorisation which has, at the date of this Agreement, been sought by the Seller to issue (or sponsor the issue of), list, trade or otherwise deal in Bitcoin instruments in Australia.

Authority means any local, national or multinational governmental authority or other public or regulatory body which has jurisdiction over the Business, or (where the context requires) any decision, consent or licence which is required to be granted by any such person for the carrying on of the Business, and Authorities will be construed accordingly.

Bitcoin Collaboration Agreement means the bitcoin collaboration agreement listed in Part IV of Schedule 13.

Bitcoin Instrument means an exchange traded instrument which tracks price movements of Bitcoin.

Brand and IP Licence means the brand licence and licence of intellectual property in the approved terms to be entered into between (1) the Company and (2) the Seller at Completion.

Business means the European exchange traded commodities business carried on by the members of the Target Group as at the date of this Agreement.

Business Day means any day other than a Saturday, Sunday or English, Jersey, the State of Delaware or New York bank or public holiday.

Buyer Group means the Buyer, any holding company of the Buyer and any subsidiary of the Buyer or such holding company (including, from Completion, every Target Group Company) from time to time and references to “any member of the Buyer Group” shall be construed accordingly.

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Buyer Group Transitional Services Agreement means the transitional services agreement pursuant to which ETFS UK shall provide services to the Seller in the approved terms to be entered into between (1) the Seller and (2) ETFS UK at Completion.

Buyer’s Estimate means a bona fide estimate of the amount to be claimed by the Buyer in respect of a Tax Escrow Claim or General Escrow Claim (as the case may be), as set out in the relevant Notice of Claim.

Buyer’s Solicitors’ Account means the Buyer’s Solicitors’ client account with Royal Bank of Scotland with the following details:

Buyer’s Solicitors means Goodwin Procter (UK) LLP of 100 Cheapside, London EV2V 6DY.

Business Separation Agreements means the Retained Group Transitional Services Agreement, the Target Group Transitional Services Agreement, the Brand and IP Licence, the Retained Group IP Assignment and the SMART Software Licence.

Calculation Date means the relevant Anniversary upon which the Liquidity Threshold Amount is calculated.

CANVAS Business means the Seller’s and the Retained Group’s European exchange traded funds business.

CANVAS Business Services Agreements means the following agreements (which are in each case to be entered into in materially the form provided to the Buyer and attached to the email form Elise Jones to Gretchen Scott at 21:49 (London Time) on 8 November 2017):

CANVAS Business Support Services means Schedule 2 of the Distribution IP Purchase Agreement between ETFSL and Canvas Buyer and paragraphs 1 and 2 of Schedule 2 to the Sub-Distribution Agreement between the Seller, ETFS UK and the Canvas Buyer.

CANVAS Buyer means the buyer of the CANVAS Business.

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CANVAS Disposal means the disposal by the Seller and the Retained Group of the CANVAS Business.

Carve-Out Accounts means the ETF Securities European ETC Business Special Purpose Carve-Out Financial Statement prepared to report the historical financial performance of the Business for the financial years ended 31 December 2014 – 2016, comprising the (i) statement of profit or loss and other comprehensive income and (ii) notes, comprising a summary of significant accounting policies and other explanatory notes, a copy of which comprises Annexure 1.

Cash Consideration means the consideration of $253,000,000 (two hundred and fifty three million dollars) in cash to be paid to the Seller as part of the Consideration.

Certificate of Designations means the Certificate of Designations of Series A Non-Voting Convertible Preferred Stock of WisdomTree substantially in approved terms.

CIF Law means Collective Investment Funds (Jersey) Law 1988.

Common Consideration Shares means those shares of Common Stock to be issued to the Seller pursuant to the terms of this Agreement.

Common Stock means WisdomTree’s common stock, par value $.01 per share.

Company means Electra Target Holdco Limited, details of which are set out in Part I of Schedule 1.

Completion means completion of the sale and purchase of the Shares under this Agreement.

Completion Accounts means the consolidated balance sheet of the Target Group (including the Company and all of its Subsidiaries (excluding the ETC Issuers)), to be prepared in accordance with and on the basis set out in Part III of Schedule 10.

Completion Date means the date on which Completion occurs.

Completion Payment means $253,000,000 (two hundred and fifty-three million dollars) in cash, less the WI Premium and the Total Escrow Amount.

Completion Statement means a statement setting out the Completion Working Capital Amount and any Excess Amount or Shortfall Amount, in the form set out in Part III of Schedule 10.

Completion Working Capital Amount means the amount of the Working Capital as at the Completion Date as shown in the Completion Accounts and agreed, deemed agreed or determined (as the case may be) pursuant to clause 4.

Conditions means the conditions referred to in clause 5.1 and set out in Schedule 2.

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Confidential Information means all information (whether oral or recorded in any medium) relating to the business, financial or other affairs (including future plans) of any Target Group Company, which is treated by that Target Group Company, or the Seller (as the case may be) as confidential, or is marked or is by its nature confidential, together with the contents of this Agreement (including all Schedules and Annexures).

Confidentiality Agreement means the mutual confidentiality agreement entered into between WisdomTree and the Seller dated 17 July 2017, a copy of which is contained in Annexure 6.

Consideration means the consideration for the sale of the Shares, comprising the Cash Consideration and the Consideration Shares.

Consideration Shares means those (i) 15,250,000 shares of Common Stock and those (ii) 14,750 shares of the Series A Preferred Stock to be issued to the Seller pursuant to the terms of this Agreement, in each case subject to adjustment for any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction occurring after the date of this Agreement and before Completion.

Contracts means all contracts, agreements and licences which have been entered into or undertaken by or on behalf of the Company or any other Target Group Company other than contracts of employment.

Conversion Shares means those shares of Common Stock underlying the Series A Preferred Stock which the Series A Preferred Stock is convertible into pursuant to the Certificate of Designations.

Current Products means the European exchange traded commodity products issued by the ETC Issuers as at the date of this Agreement.

Data Room means the Merrill Datasite “Jem – Eagle” data room as at 20:18 p.m. (London time) on 11 November 2017.

Deal Bonus and Retention Payments means the deal bonus payments and retention payments to be paid to certain employees of ETFS UK and the Seller in June 2018 or such other date as may be agreed in writing between the parties from time to time (save that where the recipients become Redundant Employees, the Seller reserves the right to make or require ETFS UK to make any such payments on or around the termination of their employment by reason of redundancy), such payments to be in the approved terms and attached to an email from Adam Wyman to Becky Lawton at 00.58 a.m. (London time) on 13 November 2017 (or such other amounts as may be agreed between the parties in writing).

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Debt Commitment Letter means (a) that certain commitment letter dated the date of this Agreement by and among Credit Suisse AG (“CS”), Credit Suisse Securities (USA) LLC (“CS Securities”), the other Commitment Parties from time to time party thereto and the Buyer (together with all exhibits, schedules, term sheets and attachments thereto), as the same may be amended, restated, amended and restated, supplemented or otherwise modified, in accordance with the terms thereof but subject to the requirements set forth in the proviso below; and (b) that certain fee letter dated the date of this Agreement by and among CS, CS Securities, the other Commitment Parties from time to time party thereto and the Buyer, as the same may be amended, restated, amended and restated, supplemented or otherwise modified, in accordance with the terms thereof but subject to the requirements set forth in the proviso below; provided that, without the written consent of the Seller, the Buyer shall not permit any amendment, supplement or modification to the Debt Commitment Letter that (i) directly reduces the aggregate amount of the Debt Financing if, after giving effect to such reduction, the amount of the Debt Financing, together with cash on hand, would be in an amount that is less than an amount sufficient to pay the Cash Consideration in immediately available funds to the Seller when the Cash Consideration becomes due and payable to the Seller in accordance with the terms of this Agreement and any other fees, expenses and other amounts related to the acquisition contemplated herein or the Debt Financing that become due and payable at Completion (collectively, the “Financing Purposes”), (ii) would reasonably be expected to materially and adversely affect the ability of the Buyer to enforce its rights against the other parties to the Debt Commitment Letter or any definitive agreements in respect to the Debt Financing, (iii) imposes new or additional conditions, or otherwise expands any of the conditions, to the initial funding of the Debt Financing, or (iv) would reasonably be expected to prevent, materially impede or materially delay the consummation of the transactions contemplated by this Agreement when required pursuant to the terms hereof; provided, however, that for the avoidance of doubt, without the consent of the Seller, the Buyer may amend, supplement, modify and/or replace the Debt Commitment Letter to (1) correct typographical errors or (2) provide for the assignment of a portion of the commitments or obligations under the Debt Commitment Letter to additional agents, arrangers, lenders, bookrunners, syndication agents or similar entities or reallocate commitments or assign or reassign titles or roles to, or between or among, any entities party thereto (including replacement of a lender).

Debt Financing means the debt financing contemplated by the Debt Commitment Letter.

Deed of Covenant means the deed of covenant in the approved terms to be entered into between (1) Graham Tuckwell and (2) the Buyer on Completion.

disclosed has the meaning given to it in clause 6.3.

Disclosed Documents means those documents listed in the schedule(s) to the Disclosure Letters, including the documents which were saved to the Data Room, copies of which have been provided to the Buyer in USB format on or prior to the date of this Agreement.

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Disclosure Letter(s) means:

and Disclosure Letter shall mean either one of them.

Divestment Loss means:

For the avoidance of doubt, where the Target Divestment Business or Buyer Divestment Business, as applicable, has a negative EBITDA by reference to the Issuer Run Rate as at 31 August 2017, the Buyer shall not receive any payment from the Seller in connection with the sale of such business pursuant to clause 16.15.5.

Due Amount means the amount (if any) determined as the full and final quantum of the liability of the Seller in respect of a Tax Escrow Claim or General Escrow Claim (as the case may be) which has been Finally Determined.

Employer Permitted Actions means any actions taken by the Seller after the date of this Agreement but prior to Completion in accordance with clauses 5.16 and 5.12 of this Agreement.

Employees means those employees shown in the schedule of employees annexed to the Signing Disclosure Letter (save where such individual is or becomes prior to the Completion Date a Transferred Employee, a Redundant Employee or a Retained Employee) and Employee shall mean any one of them.

Employment Legislation means any legislation applying in England and Wales affecting contractual or other relations between employers and their employees or workers (including but not limited to) any legislation (and any amendment, extension or re-enactment of such legislation) and any claim arising under European treaty provisions or directives enforceable against the Company or any member of the Retained Group by any Employee or worker.

Encumbrances means any mortgage, charge (whether fixed or floating), lien, option, pledge, assignment, trust arrangement or other security interest of any kind and any agreement whether conditional or otherwise, to create any of the foregoing.

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Equity Warranties means the warranties set out in Schedule 4A.

Escrow Account means the interest bearing bank account to be established in accordance with the Escrow Agreement.

Escrow Agent means the third party escrow agent(s) to administer the Escrow Account in accordance with the Escrow Agreement.

Escrow Agreement means the agreement to be entered into between (1) the Buyer and (2) the Seller on Completion instructing and authorising the Escrow Agent to establish and operate the Escrow Account.

Escrow Schedule means the schedule relating to the Escrow Agreement as set out in Schedule 16.

ETC Issuers means each of the Subsidiaries marked as being an ETC Issuer in Part II of Schedule 1.

ETC Issuer Accounts means the report and audited financial statements of each of the ETC Issuers, prepared in accordance with the 1991 Law and the Code of Practice for Certified Funds issued by the JFSC for the year ended on the Accounts Date, copies of which comprise Annexure 4.

ETFS Holdings means ETFS Holdings (Jersey) Limited, details of which are set out in Part II of Schedule 1.

ETFS UK means ETF Securities (UK) Limited, details of which are set out in Part II of Schedule 1.

ETFS UK Accounts means the audited financial statements of ETFS UK, prepared in accordance with the 2006 Act for the year ended on the Accounts Date, a copy of which comprises Annexure 2.

European Bitcoin Authorisation means the authorisation which has, prior to the date of this Agreement, been applied for by the Target Group to issue (or sponsor the issue of), list, trade in or otherwise deal in and/or market Bitcoin Instruments on any market in Europe.

Excess Amount has the meaning given to it in clause 4.2.

Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

Existing Guarantee means the surety covenants entered into by the Seller and contained in clause 11 and Schedule 4 of the Lease.

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FCA means the Financial Conduct Authority and any successor regulatory authority from time to time.

Finally Determined means a Tax Escrow Claim or General Escrow Claim (as the case may be) which has been (i) the subject of an order as to both liability and quantum made by a court or tribunal of competent jurisdiction or arbitration or relevant Tax Authority where no right of appeal lies or the parties are debarred from exercising such right (whether by passage of time or otherwise) or (ii) agreed in writing between the Buyer and the Seller as to quantum and liability.

Financing Information means (a) (i) the ETC Issuer Accounts, the ETFS UK Accounts, the ManJer Accounts and the Carve-Out Accounts and (ii) the IFRS Financial Statements if such fiscal year ends at least 90 days before Completion, and (b) (i) the Interim Accounts and (ii) unaudited consolidated financial position and related statements of profit or loss and other comprehensive income, changes in equity and cash flows of the Target Group prepared in accordance with IFRS (in local currency) for the fiscal quarter ending 31 March 2018 if such fiscal quarter ends at least 45 days before Completion.

First General Escrow Release Amount means $4,500,000 (four million, five hundred thousand dollars).

First General Escrow Release Date means the date falling 12 months after the Completion Date.

FS Law means Financial Services (Jersey) Law 1998.

FSMA means the Financial Services and Markets Act 2000.

Fundamental Warranties means the warranties set out in clause 7.

Fundamental Warranty Claim means any claim against the Seller pursuant to clause 7.

GAAP means generally accepted accounting principles of the United States of America, as in effect from time to time.

General Escrow Amount means $10,000,000 (ten million dollars).

General Escrow Claim means any claim made by the Buyer or a member of the Buyer Group under this Agreement (i) to the extent that the Buyer Group is unable to recover an amount under the WI Policy in respect of such claim; or (ii) where the Buyer Group can recover an amount under the WI Policy but only in respect of the Due Amount owed by the Seller for such claim up to the amount of the WI Insurance Deductible, and subject in all cases to the provisions of Schedule 6.

General Escrow Release Date means the First General Escrow Release Date or the Second General Escrow Release Date (as the case may be).

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Gold Royalty Agreement means the gold royalty agreement in the approved terms to be entered into between (1) WisdomTree Europe Holdings Limited, (2) the Buyer, and (3) the Seller on Completion as the same may be amended by agreement between the parties.

IFRS Financial Statements means the Target Group Companies’ consolidated financial statements prepared in accordance with IFRS and audited by KPMG for the financial years ended 31 December 2015-2017, comprising the (i) consolidated statement of profit or loss and other comprehensive income, (ii) consolidated balance sheet, (iii) consolidated cash flow statement and (iv) notes to the financial statements.

Indemnified Claims means any actions, proceedings, investigations, litigations, costs (including any properly incurred reasonable costs relating to settlement), expenses (including properly incurred reasonable legal costs and expenses), claims, demands, liabilities, losses, damages or awards (including sums paid in settlement of the same).

Indemnity Claim means a claim against the Seller pursuant to clauses 11.1, 11.2 or 11.3.

Insurance Period means the period commencing on the date of this Agreement and ending on the date falling six months after the Completion Date.

Intellectual Property Rights means patents, trade marks, trade names, service marks, domain names, design rights, copyright, rights in databases and other intellectual property rights, in each case whether registered or unregistered and including applications for the grant of any such rights.

Interim Accounts means the unaudited interim financial report for each of the ETC Issuers for the six months to 30 June 2017, copies of which comprise Annexure 5.

Insurance Policies shall have the meaning ascribed to it in paragraph 5 of Part III of Schedule 5.

Investor Rights Agreement means the Investor Rights Agreement by and between WisdomTree, the Seller and the Existing Holders (as defined therein), to be dated as of the Completion Date, substantially in the approved terms.

IPR Agreements means the agreements pursuant to which any member of the Retained Group or Target Group grants rights to use the Intellectual Property Rights or pursuant to which any member of the Retained Group or Target Group is granted rights to use the Intellectual Property Rights.

IT Systems means the computer hardware, data processing systems, computer software, networks, infrastructure and other peripherals used in the Business at the date of this Agreement.

JCRA means the Jersey Competition Regulatory Authority.

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JFSC means the Jersey Financial Services Commission.

Know-how means inventions, discoveries, improvements, processes, formulae, techniques, specifications, technical information, methods, tests, reports, component lists, manuals, instructions, drawings and information relating to customers and suppliers, in each case used by the Company or any other Target Group Company and relating to the Business.

Landlord means the person for the time being entitled to the immediate reversion to the Lease and including any superior landlord, mortgagee or other person whose consent is required to the Release.

Lease means the lease dated 15 March 2011 made between (1) Bank House Trustee No. 1 Limited and Bank House Trustee No. 2 Limited (as trustees of the Bank House Unit Trust), (2) ETFS UK and (3) the Seller and any documents supplemental or ancillary thereto.

Liability to Taxation has the meaning given to it in the Tax Schedule.

Liquidity Threshold Amount means the amount that is 125% of the Remaining Exposure Balance.

Long Stop Date means the date falling six calendar months after the date of this Agreement (if such date is not a Business Day, the Business Day immediately following such date) (or such later date as the parties may agree in writing).

Loss means all liabilities, losses, judgments, damages, payments, fines, penalties, costs and expenses (including properly incurred reasonable legal costs and expenses), together with any irrecoverable VAT thereon.

MAC Event means:

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ManJer means ETFS Management Company (Jersey) Limited, details of which are set out in Part II of Schedule 1.

ManJer Accounts means the audited financial statements of ManJer, prepared in accordance with the 1991 Law and the Financial Services (Fund Services Business (Accounts, Audits and Reports)) (Jersey) Order 2007 for the year ended on the Accounts Date, a copy of which comprises Annexure 3.

Material Contracts means all Contracts which are material to the Business.

Measurement Time means immediately prior to Completion.

month means a calendar month.

New Products means any European exchange traded commodity products issued by the ETC Issuers which are not so issued as at the date of this Agreement.

New WGC Agreement shall have the meaning given to it in clause 5.17.

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Notice of Claim means a notice of a General Escrow Claim, a Tax Escrow Claim, or a Shareholder Indemnity Claim, specifying (in reasonable detail) the nature of the claim and the Buyer’s Estimate.

Population Office Licence means the licence from the States of Jersey Population Office permitting the Company to carry out an undertaking in Jersey;

Preferred Consideration Shares means those shares of Series A Preferred Stock to be issued to the Seller pursuant to the terms of this Agreement.

Previous GBH Agreements means those documents set out at folder 13 of the Data Room relating to the arrangements between the Seller, Graham Tuckwell, The World Gold Council, and Gold Bullion Holdings (Jersey) Limited in respect of the sale and purchase of the entire share capital of Gold Bullion Securities Limited (Jersey) on 18 July 2008.

Private Placement Warranties has the meaning given to it in clause 5.18.2.

Primary Contracts means each of those agreements listed in Part I of Schedule 13.

Pro-forma Completion Accounts means the pro-forma of the Completion Accounts in the form set out in Part I of Schedule 10.

Redundant Employees means the employees or former employees of ETFS UK whose employment was terminated prior to the date of this Agreement, or, subject to consultation, whose employment may be terminated, or who may be given notice of termination of their employment, by reason of redundancy between the date of this Agreement and the Completion Date, provided that no employee of ETFS UK as at the date of this Agreement shall be given notice of termination by reason of redundancy between the date of this Agreement and the Completion Date without the Buyer’s prior written consent (such consent not to be unreasonably withheld or delayed).

Regulatory Capital Requirement means the capital that the regulators of each Company, or Subsidiary, requires each Company, or Subsidiary, as applicable, to hold in order to avoid triggering any requirements to notify the regulator about a reduction in regulatory capital as at the time of measurement, with such regulatory capital requirements for (i) ManJer (calculated on a consistent basis with the illustrative calculation as included in the Data Room at 6.1.3.4) and on a consistent basis with historically budgeted expenditure requirements, but only to the extent that such appended calculation is not inconsistent with the regulatory capital requirements in force at the time of measurement, in which case, the regulations in force as at the time of measurement shall be applied, and (ii) ETFS UK to be calculated in accordance with the regulations in force at the time of measurement.

Regulatory Conditions means those conditions set out in paragraph 1 of Schedule 2 and Regulatory Condition shall mean any one of them.

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Release means such agreement, deed, waiver or other instrument to be entered into with the consent of the Landlord providing full and final release for the Retained Group from the provisions of the Existing Guarantee in a form satisfactory to the Seller (acting reasonably) including but not limited to any replacement guarantee or substitution or novation of the Existing Guarantee to a member of the Buyer Group.

Remaining Exposure Balance means an amount equal to the difference between the Tax Exposure Limit and the Tax Escrow Amount in each successive year from the Completion Date until the sixth Anniversary, as set out in row (4) of the Escrow Schedule.

Reorganisation Steps Paper means the restructuring steps paper relating to the Target Group prepared by BDO USA LLP dated 11 November 2017 in the approved terms.

Restricted Territory means the geographic area in which the Business currently lists or markets products (or has plans to do so) (including without limit Bitcoin Instruments), being Europe, Latin America or Asia (but excluding Australia).

Retained Employees means those employees to be retained by the Seller as listed in Schedule 14 of this Agreement, together with such other employees as agreed between the Buyer and the Seller from time to time and references to “Retained Employee” shall be construed accordingly.

Retained Group means the Seller, any holding company of the Seller and any subsidiary of the Seller or such holding company from time to time (and for those purposes such subsidiary undertakings shall include any entities in which such holding company or any subsidiary of such holding company holds 25% or more in nominal value of the share capital thereof) but excluding any Target Group Company following Completion and references to “Retained Group member” or “any member of the Retained Group” shall be construed accordingly.

Retained Group IP Assignment means the deed of assignment of intellectual property rights in the approved terms to be entered into between (1) the Seller and (2) the Company at Completion.

Retained Group Transitional Services Agreement means the transitional services agreement pursuant to which the Retained Group shall provide services to members of the Buyer Group in the approved terms to be entered into between (1) the Seller and (2) ETFS UK at Completion.

Sarbanes-Oxley Act means the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated thereunder.

SEC means the United States Securities and Exchange Commission or any successor thereto.

Second General Escrow Release Amount means the balance of the General Escrow Amount held at the Second General Escrow Release Date.

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Second General Escrow Release Date means the date falling 36 months after the Completion Date.

Secondary Contracts means each of those contracts listed in Part II of Schedule 13.

Securities Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

Seller’s Solicitors means Travers Smith LLP of 10 Snow Hill, London EC1A 2AL.

Seller’s Solicitors’ Account means the Seller’s Solicitors’ client account with National Westminster Bank with the following details:

Seller Working Capital means the current assets of the Seller minus the current liabilities.

Series A Preferred Stock means WisdomTree’s Series A Non-Voting Convertible Preferred Stock, par value $.01 per share.

Shareholder Indemnity Claim means a claim by the Buyer against the Seller in respect of the indemnity in clause 11.1.

Shares means the entire issued share capital of the Company, comprising one ordinary share of no par value.

Shortfall Amount has the meaning given to it in clause 4.1.

Signing Disclosure Letter means the letter dated with the date of this Agreement from the Seller to the Buyer containing disclosures against the Warranties and the Tax Warranties.

SMART Software Licence means the software licence deed in the approved terms to be entered into between (1) the Company and (2) the Seller at Completion.

Subordinated Loan means the subordinated loan agreement between the Seller (as lender), ManJer (as borrower) and JFSC dated 22 December 2010.

Subsidiaries means the companies of which details are set out in Part II of Schedule 1.

Supplemental Disclosure Letter means the letter to be dated on or about the date of Completion from the Seller to the Buyer containing disclosures against the Warranties and the Tax Warranties only in respect of the period between the date of the Signing Disclosure Letter and the date of Completion, and the documents annexed thereto.

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Target Group means the Company and the Subsidiaries and references to “Target Group Company” and to “member of the Target Group” shall be construed accordingly.

Target Group Reorganisation means the transfer by the relevant member of the Retained Group of the entire issued share capital of each of ETFS Holdings, ETFS UK and ManJer to the Company free from all Encumbrances as wholly owned subsidiaries of the Company in accordance with the Reorganisation Steps Paper.

Target Group Reorganisation Documents means together the documents listed in Schedule 8.

Target Working Capital means the aggregate of both (i) ManJer’s Regulatory Capital Requirement and (ii) ETFS UK Regulatory Capital Requirement.

Target Working Capital Amount means £1 plus all regulatory capital required to be maintained by the Target Group calculated as of the Completion Date.

Tax Claim shall have the meaning ascribed to it in Schedule 6.

Tax Escrow Amount means £17,820,000 (seventeen million, eight hundred and twenty thousand pounds sterling) to be held in the Escrow Account in accordance with Schedule 15.

Tax Escrow Claim means a claim against the Seller under the Taxation Indemnity.

Tax Escrow Release Date means the date falling 36 months after the Completion Date.

Tax Exposure Limit means the aggregate cap of £41,204,000 on the Seller’s liability under the Tax Indemnity which shall be reduced over a six year period on each Anniversary after the Completion Date by those amounts set out in row (2) in Schedule 16.

Tax Escrow Release Amount means any Tax Escrow Amount not subject to a Tax Claim remaining in the Escrow Account at the Escrow Release Date.

Taxation and Tax shall have the meaning attributed to “Taxation” in the Tax Schedule and the expression “for taxation purposes” shall also have the meaning attributed to it in the Tax Schedule.

Taxation Authority shall have the meaning ascribed to it in the Tax Schedule.

Taxation Indemnity means the tax covenant set out in clause 11.4.

Tax Schedule means Schedule 11.

Tax Warranties means the warranties set out in Part II of the Tax Schedule.

Total Escrow Amount means the aggregate amount of the General Escrow Amount plus the Tax Escrow Amount, which at the Completion Date shall be the aggregate of (i) $10,000,000 and (ii) £17,820,000;

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Transaction Documents means this Agreement and any other document referred to in this Agreement or required to be entered into pursuant to this Agreement including the Confidentiality Agreement.

Transferred Employees means those employees whose employment has transferred or will transfer from ETFS UK and GO ETF Solutions LLP to Legal & General Investment Management (Holdings) Limited by virtue of TUPE prior to the Completion Date.

Transferred Jersey Employees means the individual holding the position of Director—Financial Reporting & Compliance, ETF Securities Limited whose employment contract (together with any other employee employed by the Seller whose employment the Seller and the Buyer mutually agree in writing) will, subject to the Company obtaining the Population Office Licence, be novated from the Seller to the Company prior to the Completion Date.

TUPE means the Transfer of Undertakings (Protection of Employment) Regulations 2006 (as amended).

UK Regulated Entity means ETFS UK.

Warranties means the warranties set out in Schedule 5.

WI Insurance Deductible means the Retention, as defined in the WI Policy, equal to $5,500,000 (five million, five hundred thousand dollars).

WI Policy means the warranty and indemnity insurance policy in the approved terms in connection with the risk assumed by the Buyer in buying the Shares and all restatements and extensions of it and all excess and related policies dated on the date of this Agreement.

WI Premium means an amount equal to $1,120,000 (one million, one hundred and twenty thousand dollars).

WisdomTree SEC Filings means all reports, schedules, forms, statements and other documents, including but not limited to the Annual Reports on Form 10-K, the Quarterly Reports on Form 10-Q and the Current Reports on Form 8-K, required to be filed by WisdomTree with the SEC pursuant to the Exchange Act.

Working Capital means (i) the aggregate of asset account captions, less (ii) the aggregate of the liability account captions, classified as Working Capital in Part of Schedule 10.

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Conditions

Regulatory Conditions

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Signing and position pending Completion

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and further provided that, without prejudice to clauses 5.11.6 (a) to (c), the Buyer shall not take any action to prevent the performance by the Retained Group of the CANVAS Business Support Services unless such performance is inconsistent with and/or gives rise to a breach of any of clauses 5.11.6 (a) to (c).

To the extent that any member of the Target Group is a party to any of the CANVAS Business Services Agreements, or is required to supply any goods or services in connection with the CANVAS Business Services Agreements, then the Seller shall immediately upon Completion terminate those agreements (or effect a variation of those agreements) in order to remove the member of the Target Group as a party and ensure the Target Group has no such responsibilities or obligations) with effect from the date of Completion.

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In the event any portion of the Debt Financing becomes unavailable on the terms and conditions (including any “flex” provisions) contemplated in the Debt Commitment Letter, and such portion is reasonably required for satisfaction of all the Financing Purposes, (A) the Buyer shall promptly notify the Seller and (B) the Buyer and WisdomTree shall use, and shall cause their respective subsidiaries to use, their reasonable endeavours to arrange to obtain alternative financing from alternative sources (the “Alternative Financing”), upon terms and conditions not materially less favourable to the Buyer and WisdomTree and their respective subsidiaries than the terms and conditions set forth in the Debt Commitment Letter, in an amount sufficient to replace any unavailable portion of the Debt Financing to consummate the transactions contemplated by this Agreement as promptly as reasonably practicable following the occurrence of such event. The Buyer shall promptly notify the Seller in writing if the Buyer or WisdomTree has actual knowledge of any material breach or material default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material breach or material default) by any party to the Debt Commitment Letter, of the receipt by the Buyer or WisdomTree of any written notice or other written communication from any financing source of the Debt Financing with respect to any actual material breach, material default, termination or repudiation by any party to the Debt Commitment Letter or if, for any reason, the Buyer or WisdomTree no longer believes in good faith that it will be able to obtain all or any portion of the Debt Financing contemplated by the Debt Commitment Letter. Upon entry into any Alternative Financing, any commitment letter and/or fee letter entered into in respect of such Alternative Financing shall constitute a Debt Commitment Letter for purposes of the definition thereof.

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Employment

Gold Royalty Agreement

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Termination

the Buyer shall be entitled to terminate this Agreement by giving written notice to the Seller (i) in the case of clause 5.18.1, within 10 Business Days of the Buyer becoming aware of such MAC Event; and (ii) in the case of clause 5.18.2, within 10 Business Days of the breach having not been remedied in accordance with clause 5.18.2, and in any case prior to the Completion Date, whereupon the provisions of this Agreement (save for clauses 1 (Definitions and Interpretation), 12 (Confidentiality), 13 (Announcements), 14 (Costs), 18 (Applicable Law and Jurisdiction), 19 (General) and 20 (Notices)) shall cease to have effect and (iii) in the case of the Private Placement Warranties, if the warranties given on each day were unable to be cured.

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Completion requirements

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Seller’s warranties

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Buyer’s and Guarantor’s warranties

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in each case (i) including the issue of new products by any such businesses and (ii) as at the date of this Agreement and following the date of this Agreement provided that such business is not of the type referred to in clauses 8.1.1 or 8.1.2;

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and further provided that, without prejudice to clauses 8.3.4.1 and 8.3.4.2), the Buyer shall not take any action to prevent the performance by the Retained Group of the CANVAS Business Services Agreements unless such performance gives rise to a breach of any of clauses 8.3.4.1 and 8.3.4.2; or

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The provisions of the Tax Schedule shall apply. In the event of a conflict between the provisions of this Agreement and the Tax Schedule, the provisions of the Tax Schedule shall prevail.

provided that the aggregate maximum amount payable by the Guarantor under this Agreement shall not exceed the aggregate maximum amount payable by the Buyer under this Agreement, subject to any adjustments set out herein.

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Save as otherwise expressly provided in this Agreement, each party shall pay its own costs and expenses incurred in connection with the preparation, negotiation and completion or termination of this Agreement.

General

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Transfer of the Secondary Contracts

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WI Policy

Records

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Seller’s covenants

Authorised participant agreements

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Database

Liquidity Threshold Amount

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provided always that the provisions of clause 12 shall apply to any such information and documents.

Divestment Loss Sharing

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Entire agreement

Variations and waivers

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Assignment

Effect of Completion

Counterparts

Further assurance

Other remedies

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Third party rights

Successors

Form of notice

Method of service

Address for service

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Name: Peter Ziemba

Address: 245 Park Avenue, 35^th Floor, New York, NY 10167, USA

Name: Graham Tuckwell

Address: Ordnance House, 31 Pier Road, St. Helier, Jersey JE4 8PW

Copies of Notices

Change of details

Claims

THIS AGREEMENT has been duly executed on the date first stated above.

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SCHEDULE 1

THE COMPANY AND THE SUBSIDIARIES

Part I—The Company

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Part II—The Subsidiaries

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SCHEDULE 2

THE CONDITIONS

as a result of the transactions contemplated by this Agreement, such consent being: (i) unconditional in all respects (save as to the period in which the change of control must occur); or (ii) subject to conditions (other than as to timing) which, in the reasonable opinion of the Buyer, do not have and are not likely to have a material adverse effect on any member of the Buyer Group or the Target Group (whether in terms of their actual or prospective financial or regulatory capital position or the manner in which they conduct their operations or in terms of the ownership of any member of the Buyer Group or the Target Group or otherwise).

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The completion of the Target Group Reorganisation in accordance with the Reorganisation Steps Paper.

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SCHEDULE 3

SIGNING OBLIGATIONS

Part I—Obligations of the Seller

The Seller shall deliver, or (if the Buyer shall so agree) make available to the Buyer:

Part II—Obligations of the Buyer

The Buyer shall deliver, or (if the Seller shall so agree) make available to the Seller:

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SCHEDULE 4

COMPLETION OBLIGATIONS

Part I—Obligations of the Seller

The Seller shall deliver, or (if the Buyer shall so agree) make available to the Buyer:

Target Group Reorganisation

Share transfers, statutory books etc;

Resignations

Other documents in the approved terms etc.

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Payoff letters and release letters

Miscellaneous

The Seller agrees with the Buyer to procure that at Completion:

Board resolutions

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Transfer of Primary Contracts

Part II—Obligations of the Buyer

The Buyer shall:

Part III - Obligations of WisdomTree

WisdomTree shall:

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THESE SECURITIES ARE SUBJECT TO THE TERMS OF AN INVESTOR RIGHTS AGREEMENT DATED AS OF                 , 2018 BY AND BETWEEN THE COMPANY AND                 . THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT;

THESE SECURTITES ARE SUBJECT TO THE TERMS OF AN INVESTOR RIGHTS AGREEMENT DATED AS OF                 , 2018 BY AND BETWEEN THE COMPANY AND                 . THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT.

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SCHEDULE 5

WARRANTIES

Part I—Constitution

The copy of the memorandum and articles of association of the Company annexed to the Signing Disclosure Letter is accurate and complete, have attached to them all resolutions and other documents required by law to be so attached and fully set out the rights and restrictions attaching to the shares in the Company.

The register of members of the Company contains an accurate and complete record of the current members of the Company and the Company has not received any notice or allegation that the register is incorrect or incomplete or should be rectified.

The statutory books of the Company are up to date, in its possession or control and the Company has not received any notice or allegation that any of them is incorrect or incomplete or should be rectified in any material respect.

ETFS UK’s PSC register contains an accurate and complete record of all registrable people with significant control over the ETFS UK (including, for the avoidance of doubt, all registrable relevant legal entities of the Company), or, to the extent that the Company’s PSC register is incomplete, it contains an accurate and complete statement(s) to that effect in accordance with The Register of People with Significant Control Regulations 2016, and the company has not received any notice or allegation that the register is incorrect or incomplete or should be rectified.

All resolutions, annual returns and other documents required to be delivered to the Registrar of Companies or the JFSC Companies Registry or to any other governmental or regulatory body or to any local authority have been properly prepared and filed and a form C17S was filed with the JFSC prior to 30 June 2017 in respect of each member of the Target Group incorporated in Jersey. No such resolutions, annual returns or other documents have been so delivered or filed during the period of 14 days ending on the date of this Agreement.

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Due compliance has been made with all the provisions of the Companies Acts, and all other legal requirements, in connection with:

So far as the Seller is aware, the Company has not entered into any transaction ultra vires the Company or outside of the authority or powers of the directors of the Company and is not in breach of the provisions of its articles of association or constitution.

The Company has not given a power of attorney which is still outstanding or effective to enter into any contract or commitment or to do anything on its behalf (other than any authority to its directors, officers and employees to enter into routine trading contracts in the normal course of their duties).

Part II—Accounts

GENERAL

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Details of all bank accounts maintained or used by the Company are set out in the Data Room and the total amount borrowed by the Company from its bankers does not exceed its agreed overdraft facilities.

Since the Accounts Date:

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Part III—Assets

under the terms of the Buyer Group Transitional Services Agreement or the Retained Group Transitional Services Agreement, the Company does not share the use of any assets or facilities with any person (including any Retained Group member) nor does the Company rely upon a Retained Group member to provide it with access to, or the use of, any assets or facilities in order to operate the Business.

to enable the Company, on Completion, to carry on the Business in the manner in which it is carried on at the date of this Agreement independently from the business of the Retained Group.

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Complete and accurate copies of any material bill of sale or any hiring or leasing agreement, hire purchase agreement, credit or conditional sale agreement, agreement for payment on deferred terms or any other similar agreement to which the Company is a party, of which the Seller is aware, are annexed to the Signing Disclosure Letter.

The Company has not factored, sold or discounted any of its debts.

A list of all current insurance policies in respect of which the Company has an interest is annexed to the Signing Disclosure Letter (“Insurance Policies”). Such list is, so far as the Seller is aware, complete and accurate. In respect of each Insurance Policy:

Part IV—Liabilities

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There is not outstanding any guarantee, indemnity, security, bond, letter of comfort or other similar obligation given by or for the benefit of the Company.

No written notice has been received by the Company to the effect that the Company is in material default under the terms of any borrowings made by it.

Part V—Trading arrangements

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