Company Board Uses in Adjustments to Prevent Dilution Clause

Adjustments to Prevent Dilution from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER, dated as of September 7, 2012 (as amended, supplemented or otherwise modified from time to time, (this Agreement), is entered into by and among Kool Acquisition LLC, a Delaware limited liability company (Parent), Kool Acquisition Corporation, a Delaware corporation and a wholly-owned Subsidiary of Parent (Merger Sub), KSW, Inc., a Delaware corporation (the Company) and, solely with respect to Section 9.12, The Related Companies, L.P., a New York limited partnership (Parent Guarantor). Each of Parent, Merger Sub and the Company are referred to herein as a Party and together as Parties.

Adjustments to Prevent Dilution. In the event that the Company changes the number of Shares or securities convertible or exchangeable into or exercisable for Shares issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend, distribution or division, recapitalization, merger, issuer tender offer or issuer exchange offer or other similar transaction, the Offer Price and the Merger Consideration shall be appropriately and proportionately adjusted; provided, that nothing in this Section 3.4 shall be construed to permit the Company to take any action with respect to its securities that is prohibited by the terms of this Agreement.

Adjustments to Prevent Dilution from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER, dated as of July 8, 2012 (as amended, supplemented or otherwise modified from time to time, this Agreement), is entered into by and among Thomcorp Holdings Inc., a Delaware corporation (Parent), CB Transaction Corp., a Delaware corporation and a wholly-owned Subsidiary of Parent (Merger Sub), FX Alliance Inc., a Delaware corporation (the Company) and, solely with respect to Section 9.13, Thomson Reuters Corporation, a corporation under the Laws of the Province of Ontario, Canada (Parent Guarantor). Each of Parent, Merger Sub and the Company are referred to herein as a Party and together as Parties.

Adjustments to Prevent Dilution. In the event that the Company changes the number of Shares or securities convertible or exchangeable into or exercisable for Shares issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend, distribution or division, recapitalization, merger, issuer tender offer or issuer exchange offer or other similar transaction, the Offer Price and the Merger Consideration shall be appropriately and proportionately adjusted; provided, that nothing in this Section 3.4 shall be construed to permit the Company to take any action with respect to its securities that is prohibited by the terms of this Agreement.