Common use of Covenants of GFI Clause in Contracts

Covenants of GFI. From the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms and the Offer Closing, unless Parent shall otherwise consent in writing (which consent may not be unreasonably withheld, conditioned or delayed) or except as set forth in Section 4.1 of the GFI Disclosure Letter or otherwise expressly provided for in this Agreement or as may be required by applicable Law, GFI shall, and shall cause each of the GFI Subsidiaries to, (i) conduct its business in the ordinary course consistent with past practice, (ii) use commercially reasonable efforts to preserve substantially intact its business organization and goodwill and relationships with all Governmental Entities, Self-Regulatory Organizations, providers of order flow, customers, suppliers, business associates and others having material business dealings with it and (iii) use commercially reasonable efforts to keep available the services of its current officers and key employees and to maintain its current rights and franchises; provided, however, that no action by GFI or the GFI Subsidiaries with respect to matters specifically addressed by any provision of this Section 4.1 shall be deemed a breach of clauses (i), (ii) or (iii) above unless such action would constitute a breach of such specific provision. In addition to and without limiting the generality of the foregoing, except (a) as expressly set forth in Section 4.1 of the GFI Disclosure Letter, (b) as expressly provided for in this Agreement or (c) as required by applicable Law, from the date hereof until the Offer Closing, without the prior written consent of Parent (which consent may not be unreasonably withheld, conditioned or delayed), GFI shall not, and shall not permit any GFI Subsidiary to, directly or indirectly: (a) amend or modify any of the Constituent Documents of GFI, or materially amend or modify any of the Constituent Documents of any other GFI Subsidiary; (b) (i) declare, set aside, make or pay any dividend or other distribution (whether in cash, stock or property) in respect of any of its Securities, other than dividends or distributions by wholly owned GFI Subsidiaries to GFI or a wholly owned GFI Subsidiary, (ii) split, subdivide, consolidate, combine or reclassify any of its Securities or issue or allot, or propose or authorize the issuance or allotment of, any other Securities or Equity Rights in respect of, in lieu of, or in substitution for, any of its Securities or (iii) repurchase, redeem or otherwise acquire any Securities or Equity Rights of GFI or any GFI Subsidiary; (c) issue, allot, sell, grant, pledge or otherwise encumber any Securities or Equity Rights, other than issuances of GFI Common Stock in connection with GFI RSUs or GFI Stock Options issued prior to the Date of Delivery pursuant to the GFI Stock Plans in accordance with their terms as in effect on the Date of Delivery (other than outstanding Independent Director RSUs, the vesting of which shall be accelerated prior to the Offer Closing); (d) merge or consolidate with any Person, participate in or undertake a scheme of arrangement under the United Kingdom Companies Xxx 0000 or acquire the Securities or any material amount of assets of any other Person; (e) other than in the ordinary course of business consistent with past practice, sell, lease, license, subject to a Lien (other than a Permitted Lien), encumber or otherwise surrender, relinquish or dispose of any assets, property or rights owned or held by GFI or any GFI Subsidiary (including Securities of a GFI Subsidiary) except (i) pursuant to the terms of a GFI Contract as of the Date of Delivery or (ii) in an amount not in excess of $1,000,000 in the aggregate; (i) make any loans, advances or capital contributions to, or investments in, any other Person other than (A) by GFI or any wholly owned GFI Subsidiary to or in GFI or any wholly owned GFI Subsidiary, (B) pursuant to any contract or other legal obligation existing at the Date of Delivery set forth in Section 4.1(f) of the GFI Disclosure Letter or (C) to employees of GFI or any GFI Subsidiary in the ordinary course of business and consistent with past practice, (ii) create, incur, guarantee or assume any Indebtedness, issuances of debt securities, guarantees, indemnities, loans or advances not in existence as of the Date of Delivery, except (A) Indebtedness incurred in the ordinary course of business consistent with past practice (including any Indebtedness incurred under the Credit Agreement) not to exceed $5,000,000 in the aggregate; provided, however, that GFI may incur Indebtedness under the Credit Agreement for purposes of paying the termination fee or expense reimbursement due to CME pursuant to the terms of the CME Merger Agreement (collectively, the “CME Fee”) in connection with the termination of the CME Merger Agreement in accordance with its terms and all other costs, fees and expenses contemplated by the BGC Advance; provided, further that in no event shall there be more than $61,000,000 (including any amounts drawn thereon in accordance with the previous proviso) in aggregate principal amount of indebtedness outstanding under the Credit Agreement at any time following the Date of Delivery and on or prior to the Offer Closing Date; or (B) guarantees by GFI of Indebtedness of wholly owned GFI Subsidiaries or guarantees by GFI Subsidiaries of Indebtedness of GFI or (iii) other than as set forth in GFI’s capital budget, a copy of which was delivered to Parent on or prior to the date hereof, or an amount not to exceed $1,000,000 made in the ordinary course consistent with past practice, make or commit to make any capital expenditure; (g) (i) materially amend or otherwise materially modify benefits under any GFI Benefit Plan, (ii) accelerate the payment or vesting of benefits or amounts payable or to become payable under any GFI Benefit Plan as currently in effect on the Date of Delivery (other than outstanding Independent Director RSUs, the vesting of which shall be accelerated prior to the Offer Closing), (iii) fail to make any required contribution to any GFI Benefit Plan, (iv) merge or transfer any GFI Benefit Plan or the assets or liabilities of any GFI Benefit Plan, (v) change the sponsor of any GFI Benefit Plan or (vi) terminate or establish any GFI Benefit Plan, except in each case, with respect to agreements for new hires in the ordinary course of business consistent with past practices and this Section 4.1; (h) with respect to any director, officer, employee, worker or consultant of GFI whose aggregate annual cash compensation exceeds $200,000, (i) enter into any employment agreement that has a term of more than one year (or materially amend any employment agreement) or (ii) extend the term of any employment agreement by more than one year; (i) increase by more than 4% the annual compensation of any director, officer, employee, worker or consultant of GFI; (j) hire more than seven individuals in any capacity, none of which will be entitled to aggregate annual cash compensation in excess of $200,000, other than individuals hired to replace employees who have been terminated or who have otherwise left the employment of GFI so long as such individuals are hired on substantially the same terms as the individuals they are replacing; (k) enter into or amend or modify any severance, retention or change of control plan, program or arrangement with respect to any employee of GFI or its Subsidiaries; (l) terminate the employment or contractual relationship of any officer, director, consultant or employee of GFI, other than terminations of employees or consultants in the ordinary course of business consistent with past practice and existing policies and/or terminations for cause; (m) enter into or amend a collective bargaining agreement, other labor agreement or work rules with a labor union, labor organization or works council with respect to employees, workers, consultants, officers or directors of GFI or any GFI Subsidiary; (n) (i) settle or compromise any Proceeding for an amount in excess of $1,000,000 or (ii) enter into any consent, decree, injunction or similar restraint or form of equitable relief in settlement of any Proceeding; (o) (i) make, revoke or amend any material election relating to Taxes, (ii) settle or compromise any material Proceeding relating to Taxes, (iii) make a request for a written ruling of a Taxing Authority relating to material Taxes, other than any request for a determination concerning qualified status of any GFI Benefit Plan intended to be qualified under Section 401(a) of the Code, (iv) enter into a written and legally binding agreement with a Taxing Authority relating to material Taxes or (v) materially change any of its methods, policies or practices of reporting income or deductions for U.S. federal income tax purposes from those employed in the preparation of its U.S. federal income tax returns for the taxable year ended December 31, 2013; (p) (i) modify or amend on terms materially adverse to GFI, transfer, novate, assign or terminate or waive any material right under any GFI Contract, (ii) enter into any successor agreement to an expiring GFI Contract that changes the terms of the expiring GFI Contract in a way that is materially adverse to GFI, (iii) enter into any new agreement that would have been considered a GFI Contract if it were entered into at or prior to the date hereof; or (iv) modify or amend in any respect or transfer, novate, assign or terminate that certain BTS Software as a Service Agreement, dated July 24, 2014, between Trayport Limited and GFI Holdings Limited; (q) enter into, renew, extend or amend any agreements or arrangements that limit or restrict GFI or any of its Affiliates or any successor thereto, from engaging or competing in any line of business or in any geographic area; (r) change any method of accounting or accounting principles or practices of GFI or any GFI Subsidiary, except for any such change required by GAAP or by a Governmental Entity; (s) terminate or cancel, or amend or modify in any material respect, any material insurance policies maintained by it covering GFI or any GFI Subsidiary or their respective properties which is not replaced by a comparable amount of insurance coverage, other than in the ordinary course of business consistent with past practice; (t) adopt or implement a plan of complete or partial liquidation or resolution providing for or authorizing such liquidation or a dissolution, merger, restructuring, consolidation, recapitalization, scheme of arrangement under the United Kingdom Companies Xxx 0000, or other reorganization of GFI or any of the GFI Subsidiaries; (u) transfer, abandon, allow to lapse, or otherwise dispose of any rights to, or obtain or grant any right to any material GFI Owned Intellectual Property or disclose any material Trade Secrets of GFI to any Person other than Parent or its Representatives, in each case other than in the ordinary course of business consistent with past practice; or (v) agree or commit to do any of the foregoing. Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the operations of GFI or any of the GFI Subsidiaries prior to the Offer Closing Date. Prior to the Offer Closing Date, GFI and the GFI Subsidiaries shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of their respective operations.

Covenants of GFI. From the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms and the Offer ClosingEffective Time, unless Parent CME shall otherwise consent in writing (which consent may not be unreasonably withheld, conditioned or delayed) or except as set forth in Section 4.1 5.1 of the GFI Disclosure Letter or otherwise expressly provided for in this Agreement or as may be required by applicable Law, GFI shall, and shall cause each of the GFI Subsidiaries to, (i) conduct its business in the ordinary course consistent with past practice, (ii) use commercially reasonable efforts to preserve substantially intact its business organization and goodwill and relationships with all Governmental Entities, Self-Regulatory Organizations, providers of order flow, customers, suppliers, business associates and others having material business dealings with it and (iii) use commercially reasonable efforts to keep available the services of its current officers and key employees and to maintain its current rights and franchises; provided, however, that no action by GFI or the GFI Subsidiaries with respect to matters specifically addressed by any provision of this Section 4.1 shall be deemed a breach of clauses (i), (ii) or (iii) above unless such action would constitute a breach of such specific provision; 1. In addition to and without limiting the generality of the foregoing, except (a) as expressly set forth in Section 4.1 5.1 of the GFI Disclosure Letter, (b) as expressly provided for in this Agreement or (c) as required by applicable Law, from the date hereof until the Offer ClosingEffective Time, without the prior written consent of Parent CME (which consent may not be unreasonably withheld, conditioned or delayed), GFI shall not, and shall not permit any GFI Subsidiary to, directly or indirectly: (a) amend or modify any of the Constituent Documents of GFIGFI or any CME Retained Subsidiary, or materially amend or modify any of the Constituent Documents of any other GFI Subsidiary, except, in each case, in connection with the Transactions; (b) (i) declare, set aside, make or pay any dividend or other distribution (whether in cash, stock or property) in respect of any of its Securities, other than dividends or distributions by wholly wholly-owned GFI Subsidiaries to GFI or a wholly wholly-owned GFI Subsidiary, (ii) split, subdivide, consolidate, combine or reclassify any of its Securities or issue or allot, or propose or authorize the issuance or allotment of, any other Securities or Equity Rights in respect of, in lieu of, or in substitution for, any of its Securities or (iii) repurchase, redeem or otherwise acquire any Securities or Equity Rights of GFI or any GFI Subsidiary; (c) issue, allot, sell, grant, pledge or otherwise encumber any Securities or Equity Rights, other than issuances of GFI Common Stock in connection with GFI RSUs or GFI Stock Options issued prior to the Date date of Delivery this Agreement pursuant to the GFI Stock Plans in accordance with their terms as in effect on the Date date of Delivery this Agreement (other than outstanding Independent Director RSUs, the vesting of RSUs which shall be accelerated prior to the Offer Closing); (d) merge or consolidate with any Person, participate in or undertake a scheme of arrangement under the United Kingdom Companies Xxx 0000 or acquire the Securities or any material amount of assets of any other Person; (e) other than in the ordinary course of business consistent with past practice, sell, lease, license, subject to a Lien (other than a Permitted Lien), encumber or otherwise surrender, relinquish or dispose of any assets, property or rights owned or held by GFI or any GFI Subsidiary (including Securities of a GFI Subsidiary) except (i) pursuant to the terms of a GFI Contract as of the Date date of Delivery this Agreement or (ii) in an amount not in excess of $1,000,000 in the aggregate; (i) make any loans, advances or capital contributions to, or investments in, any other Person other than (A) by GFI or any wholly wholly-owned GFI Subsidiary to or in GFI or any wholly wholly-owned GFI Subsidiary, (B) pursuant to any contract or other legal obligation existing at the Date date of Delivery this Agreement set forth in Section 4.1(f5.1(f) of the GFI Disclosure Letter or (C) to employees of GFI or any GFI Subsidiary Subsidiary, other than Continuing Employees, in the ordinary course of business and consistent with past practice, (ii) create, incur, guarantee or assume any Indebtedness, issuances of debt securities, guarantees, indemnities, loans or advances not in existence as of the Date date of Deliverythis Agreement, except (A) Indebtedness (other than revolving Indebtedness incurred under the Credit Agreement which will be repaid in accordance with Section 6.15) incurred in the ordinary course of business consistent with past practice (including any Indebtedness incurred under the Credit Agreement) not to exceed $5,000,000 1,000,000 in the aggregate; provided, however, that GFI may incur Indebtedness under the Credit Agreement for purposes of paying the termination fee or expense reimbursement due to CME pursuant to the terms of the CME Merger Agreement (collectively, the “CME Fee”) in connection with the termination of the CME Merger Agreement in accordance with its terms and all other costs, fees and expenses contemplated by the BGC Advance; provided, further that in no event shall there be more than $61,000,000 (including any amounts drawn thereon in accordance with the previous proviso) in aggregate principal amount of indebtedness outstanding under the Credit Agreement at any time following the Date of Delivery and on or prior to the Offer Closing Date; or (B) guarantees by GFI of Indebtedness of wholly wholly-owned GFI Subsidiaries or guarantees by GFI Subsidiaries of Indebtedness of GFI or (iii) other than as set forth in GFI’s 's capital budget, a copy of which was delivered to Parent on or CME prior to the date hereof, or an amount not to exceed $1,000,000 made in the ordinary course consistent with past practice, make or commit to make any capital expenditureexpenditure with respect to the Trayport Business, the FENICS Business or any CME Retained Subsidiary; (g) (i) materially amend or otherwise materially modify benefits under any GFI Benefit Plan, (ii) accelerate the payment or vesting of benefits or amounts payable or to become payable under any GFI Benefit Plan as currently in effect on the Date of Delivery date hereof (other than outstanding Independent Director RSUs, the vesting of RSUs which shall be accelerated prior to the Offer Closing), (iii) fail to make any required contribution to any GFI Benefit Plan, (iv) merge or transfer any GFI Benefit Plan or the assets or liabilities of any GFI Benefit Plan, (v) change the sponsor of any GFI Benefit Plan or (vi) terminate or establish any GFI Benefit Plan, except in each case, with respect to agreements for new hires in the ordinary course of business consistent with past practices and this Section 4.15.1; (h) with respect to any director, officer, employee, worker or consultant of GFI the Trayport Business, the FENICS Business or a CME Retained Subsidiary whose aggregate annual cash compensation exceeds $200,000, (i) enter into any employment agreement that has a term of more than one year (or materially amend any employment agreement) or (ii) extend the term of any employment agreement by more than one year; (i) increase by more than 4% the annual compensation of any director, officer, employee, worker or consultant of GFIthe Trayport Business, the FENICS Business or a CME Retained Subsidiary; (j) hire more than seven individuals in any capacitycapacity for service in the Trayport Business, the FENICS Business or the CME Retained Subsidiaries, none of which will be entitled to aggregate annual cash compensation in excess of $200,000, other than individuals hired to replace employees of the Trayport Business, the FENICS Business or the CME Retained Subsidiaries who have been terminated or who have otherwise left the employment of GFI the Trayport Business, the FENICS Business or the CME Retained Subsidiaries so long as such individuals are hired on substantially the same terms as the individuals they are replacing; (k) enter into or amend or modify any severance, retention or change of control plan, program or arrangement with respect to any employee of GFI or its Subsidiariesa Continuing Employee; (l) terminate the employment or contractual relationship of any officer, director, consultant or employee of GFIthe Trayport Business, the FENICS Business or the CME Retained Subsidiaries, other than terminations of employees or consultants in the ordinary course of business consistent with past practice and existing policies and/or terminations for cause; (m) enter into or amend a collective bargaining agreement, other labor agreement or work rules with a labor union, labor organization or works council with respect to employees, workers, consultants, officers or directors of GFI or any GFI Subsidiary; (n) (i) settle or compromise any Proceeding for an amount in excess of $1,000,000 or (ii) enter into any consent, decree, injunction or similar restraint or form of equitable relief in settlement of any Proceeding, in each case, related to the Trayport Business, the FENICS Business or any CME Retained Subsidiary; (o) (i) make, revoke or amend any material election relating to Taxes, (ii) settle or compromise any material Proceeding relating to Taxes, (iii) make a request for a written ruling of a Taxing Authority relating to material Taxes, other than any request for a determination concerning qualified status of any GFI Benefit Plan intended to be qualified under Section 401(a) of the Code, (iv) enter into a written and legally binding agreement with a Taxing Authority relating to material Taxes or (v) materially change any of its methods, policies or practices of reporting income or deductions for U.S. federal income tax purposes from those employed in the preparation of its U.S. federal income tax returns for the taxable year ended December 31, 2013; or (vi) take any action outside the ordinary course of business (other than an intercompany loan by GFI Holdings Limited to GFInet Inc. in an amount sufficient to repay GFInet Inc.'s revolving loan) or material action in each case that would materially affect the conclusion of the analysis prepared by Ernst & Young LLP relating to the basis of the Purchased Interests (as defined in the IDB Transaction Agreement); (p) take any action, cause any action to be taken, fail to take any action or fail to cause any action to be taken (including any action or failure to act otherwise permitted by this Section 5.1) that would prevent the Combination from constituting a tax-free reorganization under Section 368(a) and related provisions of the Code; (q) (i) modify or amend on terms materially adverse to GFIthe Trayport Business, the FENICS Business or any CME Retained Subsidiary, or transfer, novate, assign or terminate or waive any material right under terminate, any GFI ContractContract applicable to the Trayport Business, the FENICS Business or any CME Retained Subsidiary, (ii) enter into any successor agreement to an expiring GFI Contract applicable to the Trayport Business, the FENICS Business or any CME Retained Subsidiary that changes the terms of the expiring GFI Contract in a way that is materially adverse to GFIthe Trayport Business, the FENICS Business or any CME Retained Subsidiary, (iii) enter into any new agreement that would have been considered a GFI Contract applicable to the Trayport Business, the FENICS Business or any CME Retained Subsidiary if it were entered into at or prior to the date hereof; or (iv) modify or amend in any respect or transfer, novate, assign or terminate that certain BTS Software as a Service Agreement, dated July 24, 2014, between Trayport Limited and GFI Holdings Limited; (qr) enter into, renew, extend or amend any agreements or arrangements that limit or restrict GFI any of the CME Retained Subsidiaries or any of its their respective Affiliates or any successor thereto, from engaging or competing in any line of business or in any geographic area; (rs) change any method of accounting or accounting principles or practices of GFI or any GFI Subsidiary, except for any such change required by GAAP or by a Governmental Entity; (st) terminate or cancel, or amend or modify in any material respect, any material insurance policies maintained by it covering GFI or any GFI CME Retained Subsidiary or their respective properties which is not replaced by a comparable amount of insurance coverage, other than in the ordinary course of business consistent with past practice; (tu) adopt or implement a plan of complete or partial liquidation or resolution providing for or authorizing such liquidation or a dissolution, merger, restructuring, consolidation, recapitalization, scheme of arrangement under the United Kingdom Companies Xxx 0000, or other reorganization of GFI or any of the GFI Subsidiaries; (uv) transfer, abandon, allow to lapse, or otherwise dispose of any rights to, or obtain or grant any right to any material GFI Owned Intellectual Property relating to the Trayport Business, the FENICS Business or any CME Retained Subsidiary or disclose any material Trade Secrets of GFI the Trayport Business, the FENICS Business or any CME Retained Subsidiary to any Person other than Parent CME or its Representatives, in each case other than in the ordinary course of business consistent with past practice; or (vw) agree or commit to do any of the foregoing. Notwithstanding anything in this Agreement agreement to the contrary, nothing contained in this Agreement shall give ParentCME, directly or indirectly, the right to control or direct the operations of GFI or any of the GFI Subsidiaries prior to the Offer Closing DateEffective Time. Prior to the Offer Closing DateEffective Time, GFI and the GFI Subsidiaries shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of their respective operations.

Covenants of GFI. From the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms and the Offer Closing, unless Parent BGCP shall otherwise consent in writing (which consent may not be unreasonably withheld, conditioned or delayed) or except as set forth in Section 4.1 of the GFI Disclosure Letter or otherwise expressly provided for in this Agreement or as may be required by applicable Law, GFI shall, and shall cause each of the GFI Subsidiaries to, (i) conduct its business in the ordinary course consistent with past practice, (ii) use commercially reasonable efforts to preserve substantially intact its business organization and goodwill and relationships with all Governmental Entities, Self-Regulatory Organizations, providers of order flow, customers, suppliers, business associates and others having material business dealings with it and (iii) use commercially reasonable efforts to keep available the services of its current officers and key employees and to maintain its current rights and franchises; provided, however, that no action by GFI or the GFI Subsidiaries with respect to matters specifically addressed by any provision of this Section 4.1 shall be deemed a breach of clauses (i), (ii) or (iii) above unless such action would constitute a breach of such specific provision. In addition to and without limiting the generality of the foregoing, except (ax) as expressly set forth in Section 4.1 of the GFI Disclosure Letter, (by) as expressly provided for in this Agreement or (cz) as required by applicable Law, from the date hereof until the Offer Closing, without the prior written consent of Parent BGCP (which consent may not be unreasonably withheld, conditioned or delayed), GFI shall not, and shall not permit any GFI Subsidiary to, directly or indirectly: (a) amend or modify any of the Constituent Documents of GFI, or materially amend or modify any of the Constituent Documents of any other GFI Subsidiary; (b) (i) declare, set aside, make or pay any dividend or other distribution (whether in cash, stock or property) in respect of any of its Securities, other than dividends or distributions by wholly owned GFI Subsidiaries to GFI or a wholly owned GFI Subsidiary, (ii) split, subdivide, consolidate, combine or reclassify any of its Securities or issue or allot, or propose or authorize the issuance or allotment of, any other Securities or Equity Rights in respect of, in lieu of, or in substitution for, any of its Securities or (iii) repurchase, redeem or otherwise acquire any Securities or Equity Rights of GFI or any GFI Subsidiary; (c) issue, allot, sell, grant, pledge or otherwise encumber any Securities or Equity Rights, other than issuances of GFI Common Stock in connection with GFI RSUs or GFI Stock Options issued prior to the Date date of Delivery this Agreement pursuant to the GFI Stock Plans in accordance with their terms as in effect on the Date date of Delivery (other than outstanding Independent Director RSUs, the vesting of which shall be accelerated prior to the Offer Closing)this Agreement; (d) merge or consolidate with any Person, participate in or undertake a scheme of arrangement under the United Kingdom Companies Xxx 0000 or acquire the Securities or any material amount of assets of any other Person; (e) other than in the ordinary course of business consistent with past practice, sell, lease, license, subject to a Lien (other than a Permitted Lien), encumber or otherwise surrender, relinquish or dispose of any assets, property or rights owned or held by GFI or any GFI Subsidiary (including Securities of a GFI Subsidiary) except (i) pursuant to the terms of a GFI Contract as of the Date date of Delivery this Agreement or (ii) in an amount not in excess of $1,000,000 in the aggregate; (i) make any loans, advances or capital contributions to, or investments in, any other Person other than (A) by GFI or any wholly owned GFI Subsidiary to or in GFI or any wholly owned GFI Subsidiary, (B) pursuant to any contract or other legal obligation existing at the Date date of Delivery this Agreement set forth in Section 4.1(f) of the GFI Disclosure Letter or (C) to employees of GFI or any GFI Subsidiary in the ordinary course of business and consistent with past practice, ; (ii) create, incur, guarantee or assume any Indebtedness, issuances of debt securities, guarantees, indemnities, loans or advances not in existence as of the Date date of Deliverythis Agreement, except (A) Indebtedness incurred in the ordinary course of business consistent with past practice (including any Indebtedness incurred under the Credit Agreement) not to exceed $5,000,000 in the aggregate); provided, however, that GFI may incur Indebtedness under the Credit Agreement for purposes of paying the termination fee or expense reimbursement due to CME pursuant to the terms of the CME Merger Agreement (collectively, the “CME Fee”) in connection with the termination of the CME Merger Agreement in accordance with its terms and all other costs, fees and expenses contemplated by the BGC Advance; provided, further that in no event shall there be more than $61,000,000 (including any amounts drawn thereon in accordance with the previous proviso) 71,000,000 in aggregate principal amount of indebtedness outstanding under the Credit Agreement at any time following the Date date of Delivery this Agreement and on or prior to the Offer Closing Date; , or (B) guarantees by GFI of Indebtedness of wholly owned GFI Subsidiaries or guarantees by GFI Subsidiaries of Indebtedness of GFI GFI; or (iii) other than as set forth in GFI’s capital budget, a copy of which was delivered to Parent BGCP on or prior to the date hereof, or an amount not to exceed $1,000,000 made in the ordinary course consistent with past practice, make or commit to make any capital expenditure; (g) (i) materially amend or otherwise materially modify benefits under any GFI Benefit Plan, (ii) accelerate the payment or vesting of benefits or amounts payable or to become payable under any GFI Benefit Plan as currently in effect on the Date date of Delivery (other than outstanding Independent Director RSUs, the vesting of which shall be accelerated prior to the Offer Closing)this Agreement , (iii) fail to make any required contribution to any GFI Benefit Plan, (iv) merge or transfer any GFI Benefit Plan or the assets or liabilities of any GFI Benefit Plan, (v) change the sponsor of any GFI Benefit Plan or (vi) terminate or establish any GFI Benefit Plan, except in each case, with respect to agreements for new hires in the ordinary course of business consistent with past practices and this Section 4.1; (h) with respect to any director, officer, employee, worker or consultant of GFI whose aggregate annual cash compensation exceeds $200,000, (i) enter into any employment agreement that has a term of more than one year (or materially amend any employment agreement) or (ii) extend the term of any employment agreement by more than one year; (i) increase by more than 4% the annual compensation of any director, officer, employee, worker or consultant of GFIGFI other than (i) in the ordinary course of business consistent with past practice and (ii) increases in the annual base salary rate for employees of GFI and GFI Subsidiaries as of the date hereof who are not executive officers of GFI in an amount not in excess of 3% over the prior year annual base salary amounts for such employees, in the aggregate; (j) hire more than seven individuals in any capacity, none of which will be entitled to aggregate annual cash compensation in excess of $200,000, other than individuals hired to replace employees who have been terminated or who have otherwise left the employment of GFI or any of its Subsidiaries so long as such individuals are hired on substantially the same terms as the individuals they are replacing; (k) enter into or amend or modify any severance, retention or change of control plan, program or arrangement with respect to any employee of GFI or its Subsidiaries; (l) terminate the employment or contractual relationship of any officer, director, consultant or employee of GFIGFI or any of its Subsidiaries, other than terminations of employees or consultants in the ordinary course of business consistent with past practice and existing policies and/or terminations for cause; (m) enter into or amend a collective bargaining agreement, other labor agreement or work rules with a labor union, labor organization or works council with respect to employees, workers, consultants, officers or directors of GFI or any GFI Subsidiary; (n) (i) settle or compromise any Proceeding for an amount to be paid in excess of $1,000,000 or (ii) enter into any consent, decree, injunction or similar restraint or form of equitable relief in settlement of any Proceeding; (o) (i) make, revoke or amend any material election relating to Taxes, (ii) settle or compromise any material Proceeding relating to Taxes, (iii) make a request for a written ruling of a Taxing Authority relating to material Taxes, other than any request for a determination concerning qualified status of any GFI Benefit Plan intended to be qualified under Section 401(a) of the Code, (iv) enter into a written and legally binding agreement with a Taxing Authority relating to material Taxes or (v) materially change any of its methods, policies or practices of reporting income or deductions for U.S. federal income tax purposes from those employed in the preparation of its U.S. federal income tax returns for the taxable year ended December 31, 2013; (p) (i) modify or amend on terms materially adverse to GFI, transfer, novate, assign or terminate or waive any material right under any GFI Contract, (ii) enter into any successor agreement to an expiring GFI Contract that changes the terms of the expiring GFI Contract in a way that is materially adverse to GFI, (iii) enter into any new agreement that would have been considered a GFI Contract if it were entered into at or prior to the date hereof; or (iv) modify or amend in any respect or transfer, novate, assign or terminate that certain BTS Software as a Service Agreement, dated July 24, 2014, between Trayport Limited and GFI Holdings Limited; (q) enter into, renew, extend or amend any agreements or arrangements that limit or restrict GFI or any of its Affiliates or any successor thereto, from engaging or competing in any line of business or in any geographic area; (r) change any method of accounting or accounting principles or practices of GFI or any GFI Subsidiary, except for any such change required by GAAP or by a Governmental Entity; (s) terminate or cancel, or amend or modify in any material respect, any material insurance policies maintained by it covering GFI or any GFI Subsidiary or their respective properties which is not replaced by a comparable amount of insurance coverage, other than in the ordinary course of business consistent with past practice; (t) adopt or implement a plan of complete or partial liquidation or resolution providing for or authorizing such liquidation or a dissolution, merger, restructuring, consolidation, recapitalization, scheme of arrangement under the United Kingdom Companies Xxx 0000, or other reorganization of GFI or any of the GFI Subsidiaries; (u) transfer, abandon, allow to lapse, or otherwise dispose of any rights to, or obtain or grant any right to any material GFI Owned Intellectual Property or disclose any material Trade Secrets of GFI to any Person other than Parent BGCP or its Representatives, in each case other than in the ordinary course of business consistent with past practice; or (v) agree or commit to do any of the foregoing. Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall give ParentBGCP, directly or indirectly, the right to control or direct the operations of GFI or any of the GFI Subsidiaries prior to the Offer Closing Date. Prior to the Offer Closing Date, GFI and the GFI Subsidiaries shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of their respective operations.

Covenants of GFI. From the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms and the Offer ClosingEffective Time, unless Parent CME shall otherwise consent in writing (which consent may not be unreasonably withheld, conditioned or delayed) or except as set forth in Section 4.1 5.1 of the GFI Disclosure Letter or otherwise expressly provided for in this Agreement or as may be required by applicable Law, GFI shall, and shall cause each of the GFI Subsidiaries to, (i) conduct its business in the ordinary course consistent with past practice, (ii) use commercially reasonable efforts to preserve substantially intact its business organization and goodwill and relationships with all Governmental Entities, Self-Regulatory Organizations, providers of order flow, customers, suppliers, business associates and others having material business dealings with it and (iii) use commercially reasonable efforts to keep available the services of its current officers and key employees and to maintain its current rights and franchises; provided, however, that no action by GFI or the GFI Subsidiaries with respect to matters specifically addressed by any provision of this Section 4.1 5.1 shall be deemed a breach of clauses (i), (ii) or (iii) above unless such action would constitute a breach of such specific provision; provided, further, that no actions or transactions taken by GFI or the GFI Subsidiaries as contemplated by Section 6.4(d) shall be deemed a breach of this Section 5.1. In addition to and without limiting the generality of the foregoing, except (a) as expressly set forth in Section 4.1 5.1 of the GFI Disclosure Letter, (b) as expressly provided for in this Agreement or (c) as required by applicable Law, from the date hereof until the Offer ClosingEffective Time, without the prior written consent of Parent CME (which consent may not be unreasonably withheld, conditioned or delayed), GFI shall not, and shall not permit any GFI Subsidiary to, directly or indirectly: (a) amend or modify any of the Constituent Documents of GFIGFI or any CME Retained Subsidiary, or materially amend or modify any of the Constituent Documents of any other GFI Subsidiary, except, in each case, in connection with the Transactions; (b) (i) declare, set aside, make or pay any dividend or other distribution (whether in cash, stock or property) in respect of any of its Securities, other than dividends or distributions by wholly wholly-owned GFI Subsidiaries to GFI or a wholly wholly-owned GFI Subsidiary, (ii) split, subdivide, consolidate, combine or reclassify any of its Securities or issue or allot, or propose or authorize the issuance or allotment of, any other Securities or Equity Rights in respect of, in lieu of, or in substitution for, any of its Securities or (iii) repurchase, redeem or otherwise acquire any Securities or Equity Rights of GFI or any GFI Subsidiary; (c) issue, allot, sell, grant, pledge or otherwise encumber any Securities or Equity Rights, other than issuances of GFI Common Stock in connection with GFI RSUs or GFI Stock Options issued prior to the Date date of Delivery this Agreement pursuant to the GFI Stock Plans in accordance with their terms as in effect on the Date date of Delivery this Agreement (other than outstanding Independent Director RSUs, the vesting of RSUs which shall be accelerated prior to the Offer Closing); (d) merge or consolidate with any Person, participate in or undertake a scheme of arrangement under the United Kingdom Companies Xxx 0000 or acquire the Securities or any material amount of assets of any other Person; (e) other than in the ordinary course of business consistent with past practice, sell, lease, license, subject to a Lien (other than a Permitted Lien), encumber or otherwise surrender, relinquish or dispose of any assets, property or rights owned or held by GFI or any GFI Subsidiary (including Securities of a GFI Subsidiary) except (i) pursuant to the terms of a GFI Contract as of the Date date of Delivery this Agreement or (ii) in an amount not in excess of $1,000,000 in the aggregate; (i) make any loans, advances or capital contributions to, or investments in, any other Person other than (A) by GFI or any wholly wholly-owned GFI Subsidiary to or in GFI or any wholly wholly-owned GFI Subsidiary, (B) pursuant to any contract or other legal obligation existing at the Date date of Delivery this Agreement set forth in Section 4.1(f5.1(f) of the GFI Disclosure Letter or (C) to employees of GFI or any GFI Subsidiary Subsidiary, other than Continuing Employees, in the ordinary course of business and consistent with past practice, (ii) create, incur, guarantee or assume any Indebtedness, issuances of debt securities, guarantees, indemnities, loans or advances not in existence as of the Date date of Deliverythis Agreement, except (A) Indebtedness (other than revolving Indebtedness incurred under the Credit Agreement which will be repaid in accordance with Section 6.15) incurred in the ordinary course of business consistent with past practice (including any Indebtedness incurred under the Credit Agreement) not to exceed $5,000,000 1,000,000 in the aggregate; provided, however, that GFI may incur Indebtedness under the Credit Agreement for purposes of paying the termination fee or expense reimbursement due to CME pursuant to the terms of the CME Merger Agreement (collectively, the “CME Fee”) in connection with the termination of the CME Merger Agreement in accordance with its terms and all other costs, fees and expenses contemplated by the BGC Advance; provided, further that in no event shall there be more than $61,000,000 (including any amounts drawn thereon in accordance with the previous proviso) in aggregate principal amount of indebtedness outstanding under the Credit Agreement at any time following the Date of Delivery and on or prior to the Offer Closing Date; or (B) guarantees by GFI of Indebtedness of wholly wholly-owned GFI Subsidiaries or guarantees by GFI Subsidiaries of Indebtedness of GFI or (iii) other than as set forth in GFI’s capital budget, a copy of which was delivered to Parent on or CME prior to the date hereof, or an amount not to exceed $1,000,000 made in the ordinary course consistent with past practice, make or commit to make any capital expenditureexpenditure with respect to the Trayport Business, the FENICS Business or any CME Retained Subsidiary; (g) (i) materially amend or otherwise materially modify benefits under any GFI Benefit Plan, (ii) accelerate the payment or vesting of benefits or amounts payable or to become payable under any GFI Benefit Plan as currently in effect on the Date of Delivery date hereof (other than outstanding Independent Director RSUs, the vesting of RSUs which shall be accelerated prior to the Offer Closing), (iii) fail to make any required contribution to any GFI Benefit Plan, (iv) merge or transfer any GFI Benefit Plan or the assets or liabilities of any GFI Benefit Plan, (v) change the sponsor of any GFI Benefit Plan or (vi) terminate or establish any GFI Benefit Plan, except in each case, with respect to agreements for new hires in the ordinary course of business consistent with past practices and this Section 4.15.1; (h) with respect to any director, officer, employee, worker or consultant of GFI the Trayport Business, the FENICS Business or a CME Retained Subsidiary whose aggregate annual cash compensation exceeds $200,000, (i) enter into any employment agreement that has a term of more than one year (or materially amend any employment agreement) or (ii) extend the term of any employment agreement by more than one year; (i) increase by more than 4% the annual compensation of any director, officer, employee, worker or consultant of GFIthe Trayport Business, the FENICS Business or a CME Retained Subsidiary; (j) hire more than seven individuals in any capacitycapacity for service in the Trayport Business, the FENICS Business or the CME Retained Subsidiaries, none of which will be entitled to aggregate annual cash compensation in excess of $200,000, other than individuals hired to replace employees of the Trayport Business, the FENICS Business or the CME Retained Subsidiaries who have been terminated or who have otherwise left the employment of GFI the Trayport Business, the FENICS Business or the CME Retained Subsidiaries so long as such individuals are hired on substantially the same terms as the individuals they are replacing; (k) enter into or amend or modify any severance, retention or change of control plan, program or arrangement with respect to any employee of GFI or its Subsidiariesa Continuing Employee; (l) terminate the employment or contractual relationship of any officer, director, consultant or employee of GFIthe Trayport Business, the FENICS Business or the CME Retained Subsidiaries, other than terminations of employees or consultants in the ordinary course of business consistent with past practice and existing policies and/or terminations for cause; (m) enter into or amend a collective bargaining agreement, other labor agreement or work rules with a labor union, labor organization or works council with respect to employees, workers, consultants, officers or directors of GFI or any GFI Subsidiary; (n) (i) settle or compromise any Proceeding for an amount in excess of $1,000,000 or (ii) enter into any consent, decree, injunction or similar restraint or form of equitable relief in settlement of any Proceeding, in each case, related to the Trayport Business, the FENICS Business or any CME Retained Subsidiary; (o) (i) make, revoke or amend any material election relating to Taxes, (ii) settle or compromise any material Proceeding relating to Taxes, (iii) make a request for a written ruling of a Taxing Authority relating to material Taxes, other than any request for a determination concerning qualified status of any GFI Benefit Plan intended to be qualified under Section 401(a) of the Code, (iv) enter into a written and legally binding agreement with a Taxing Authority relating to material Taxes or (v) materially change any of its methods, policies or practices of reporting income or deductions for U.S. federal income tax purposes from those employed in the preparation of its U.S. federal income tax returns for the taxable year ended December 31, 2013; or (vi) take any action outside the ordinary course of business (other than an intercompany loan by GFI Holdings Limited to GFInet Inc. in an amount sufficient to repay GFInet Inc.’s revolving loan) or material action in each case that would materially affect the conclusion of the analysis prepared by Ernst & Young LLP relating to the basis of the Purchased Interests (as defined in the IDB Transaction Agreement); (p) take any action, cause any action to be taken, fail to take any action or fail to cause any action to be taken (including any action or failure to act otherwise permitted by this Section 5.1) that would prevent the Combination from constituting a tax-free reorganization under Section 368(a) and related provisions of the Code; (i) modify or amend on terms materially adverse to GFIthe Trayport Business, the FENICS Business or any CME Retained Subsidiary, or transfer, novate, assign or terminate or waive any material right under terminate, any GFI ContractContract applicable to the Trayport Business, the FENICS Business or any CME Retained Subsidiary, (ii) enter into any successor agreement to an expiring GFI Contract applicable to the Trayport Business, the FENICS Business or any CME Retained Subsidiary that changes the terms of the expiring GFI Contract in a way that is materially adverse to GFIthe Trayport Business, the FENICS Business or any CME Retained Subsidiary, (iii) enter into any new agreement that would have been considered a GFI Contract applicable to the Trayport Business, the FENICS Business or any CME Retained Subsidiary if it were entered into at or prior to the date hereof; or (iv) modify or amend in any respect or transfer, novate, assign or terminate that certain BTS Software as a Service Agreement, dated July 24, 2014, between Trayport Limited and GFI Holdings Limited; (qr) enter into, renew, extend or amend any agreements or arrangements that limit or restrict GFI any of the CME Retained Subsidiaries or any of its their respective Affiliates or any successor thereto, from engaging or competing in any line of business or in any geographic area; (rs) change any method of accounting or accounting principles or practices of GFI or any GFI Subsidiary, except for any such change required by GAAP or by a Governmental Entity; (st) terminate or cancel, or amend or modify in any material respect, any material insurance policies maintained by it covering GFI or any GFI CME Retained Subsidiary or their respective properties which is not replaced by a comparable amount of insurance coverage, other than in the ordinary course of business consistent with past practice; (tu) adopt or implement a plan of complete or partial liquidation or resolution providing for or authorizing such liquidation or a dissolution, merger, restructuring, consolidation, recapitalization, scheme of arrangement under the United Kingdom Companies Xxx 0000, or other reorganization of GFI or any of the GFI Subsidiaries; (uv) transfer, abandon, allow to lapse, or otherwise dispose of any rights to, or obtain or grant any right to any material GFI Owned Intellectual Property relating to the Trayport Business, the FENICS Business or any CME Retained Subsidiary or disclose any material Trade Secrets of GFI the Trayport Business, the FENICS Business or any CME Retained Subsidiary to any Person other than Parent CME or its Representatives, in each case other than in the ordinary course of business consistent with past practice; or (vw) agree or commit to do any of the foregoing. Notwithstanding anything in this Agreement agreement to the contrary, nothing contained in this Agreement shall give ParentCME, directly or indirectly, the right to control or direct the operations of GFI or any of the GFI Subsidiaries prior to the Offer Closing DateEffective Time. Prior to the Offer Closing DateEffective Time, GFI and the GFI Subsidiaries shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of their respective operations.

Covenants of GFI. From the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms and the Offer Closing, unless Parent BGCP shall otherwise consent in writing (which consent may not be unreasonably withheld, conditioned or delayed) or except as set forth in Section 4.1 of the GFI Disclosure Letter or otherwise expressly provided for in this Agreement or as may be required by applicable Law, GFI shall, and shall cause each of the GFI Subsidiaries to, (i) conduct its business in the ordinary course consistent with past practice, (ii) use commercially reasonable efforts to preserve substantially intact its business organization and goodwill and relationships with all Governmental Entities, Self-Regulatory Organizations, providers of order flow, customers, suppliers, business associates and others having material business dealings with it and (iii) use commercially reasonable efforts to keep available the services of its current officers and key employees and to maintain its current rights and franchises; provided, however, that no action by GFI or the GFI Subsidiaries with respect to matters specifically addressed by any provision of this Section 4.1 shall be deemed a breach of clauses (i), (ii) or (iii) above unless such action would constitute a breach of such specific provision. In addition to and without limiting the generality of the foregoing, except (ax) as expressly set forth in Section 4.1 of the GFI Disclosure Letter, (by) as expressly provided for in this Agreement or (cz) as required by applicable Law, from the date hereof until the Offer Closing, without the prior written consent of Parent BGCP (which consent may not be unreasonably withheld, conditioned or delayed), GFI shall not, and shall not permit any GFI Subsidiary to, directly or indirectly: (a) amend or modify any of the Constituent Documents of GFI, or materially amend or modify any of the Constituent Documents of any other GFI Subsidiary; (b) (i) declare, set aside, make or pay any dividend or other distribution (whether in cash, stock or property) in respect of any of its Securities, other than dividends or distributions by wholly owned GFI Subsidiaries to GFI or a wholly owned GFI Subsidiary, (ii) split, subdivide, consolidate, combine or reclassify any of its Securities or issue or allot, or propose or authorize the issuance or allotment of, any other Securities or Equity Rights in respect of, in lieu of, or in substitution for, any of its Securities or (iii) repurchase, redeem or otherwise acquire any Securities or Equity Rights of GFI or any GFI Subsidiary; (c) issue, allot, sell, grant, pledge or otherwise encumber any Securities or Equity Rights, other than issuances of GFI Common Stock in connection with GFI RSUs or GFI Stock Options issued prior to the Date date of Delivery this Agreement pursuant to the GFI Stock Plans in accordance with their terms as in effect on the Date date of Delivery (other than outstanding Independent Director RSUs, the vesting of which shall be accelerated prior to the Offer Closing)this Agreement; (d) merge or consolidate with any Person, participate in or undertake a scheme of arrangement under the United Kingdom Companies Xxx 0000 or acquire the Securities or any material amount of assets of any other Person; (e) other than in the ordinary course of business consistent with past practice, sell, lease, license, subject to a Lien (other than a Permitted Lien), encumber or otherwise surrender, relinquish or dispose of any assets, property or rights owned or held by GFI or any GFI Subsidiary (including Securities of a GFI Subsidiary) except (i) pursuant to the terms of a GFI Contract as of the Date date of Delivery this Agreement or (ii) in an amount not in excess of $1,000,000 in the aggregate; (i) make any loans, advances or capital contributions to, or investments in, any other Person other than (A) by GFI or any wholly owned GFI Subsidiary to or in GFI or any wholly owned GFI Subsidiary, (B) pursuant to any contract or other legal obligation existing at the Date date of Delivery this Agreement set forth in Section 4.1(f) of the GFI Disclosure Letter or (C) to employees of GFI or any GFI Subsidiary in the ordinary course of business and consistent with past practice, ; (ii) create, incur, guarantee or assume any Indebtedness, issuances of debt securities, guarantees, indemnities, loans or advances not in existence as of the Date date of Deliverythis Agreement, except (A) Indebtedness incurred in the ordinary course of business consistent with past practice (including any Indebtedness incurred under the Credit Agreement) not to exceed $5,000,000 in the aggregate); provided, however, that GFI may incur Indebtedness under the Credit Agreement for purposes of paying the termination fee or expense reimbursement due to CME pursuant to the terms of the CME Merger Agreement (collectively, the “CME Fee”) in connection with the termination of the CME Merger Agreement in accordance with its terms and all other costs, fees and expenses contemplated by the BGC Advance; provided, further that in no event shall there be more than $61,000,000 (including any amounts drawn thereon in accordance with the previous proviso) 71,000,000 in aggregate principal amount of indebtedness outstanding under the Credit Agreement at any time following the Date date of Delivery this Agreement and on or prior to the Offer Closing Date; , or (B) guarantees by GFI of Indebtedness of wholly owned GFI Subsidiaries or guarantees by GFI Subsidiaries of Indebtedness of GFI GFI; or (iii) other than as set forth in GFI’s capital budget, a copy of which was delivered to Parent BGCP on or prior to the date hereof, or an amount not to exceed $1,000,000 made in the ordinary course consistent with past practice, make or commit to make any capital expenditure; (g) (i) materially amend or otherwise materially modify benefits under any GFI Benefit Plan, (ii) accelerate the payment or vesting of benefits or amounts payable or to become payable under any GFI Benefit Plan as currently in effect on the Date date of Delivery (other than outstanding Independent Director RSUs, the vesting of which shall be accelerated prior to the Offer Closing)this Agreement , (iii) fail to make any required contribution to any GFI Benefit Plan, (iv) merge or transfer any GFI Benefit Plan or the assets or liabilities of any GFI Benefit Plan, (v) change the sponsor of any GFI Benefit Plan or (vi) terminate or establish any GFI Benefit Plan, except in each case, with respect to agreements for new hires in the ordinary course of business consistent with past practices and this Section 4.1; (h) with respect to any director, officer, employee, worker or consultant of GFI whose aggregate annual cash compensation exceeds $200,000, (i) enter into any employment agreement that has a term of more than one year (or materially amend any employment agreement) or (ii) extend the term of any employment agreement by more than one year; (i) increase by more than 4% the annual compensation of any director, officer, employee, worker or consultant of GFIGFI other than (i) in the ordinary course of business consistent with past practice and (ii) increases in the annual base salary rate for employees of GFI and GFI Subsidiaries as of the date hereof who are not executive officers of GFI in an amount not in excess of 3% over the prior year annual base salary amounts for such employees, in the aggregate; (j) hire more than seven individuals in any capacity, none of which will be entitled to aggregate annual cash compensation in excess of $200,000, other than individuals hired to replace employees who have been terminated or who have otherwise left the employment of GFI or any of its Subsidiaries so long as such individuals are hired on substantially the same terms as the individuals they are replacing; (k) enter into or amend or modify any severance, retention or change of control plan, program or arrangement with respect to any employee of GFI or its Subsidiaries; (l) terminate the employment or contractual relationship of any officer, director, consultant or employee of GFIGFI or any of its Subsidiaries, other than terminations of employees or consultants in the ordinary course of business consistent with past practice and existing policies and/or terminations for cause; (m) enter into or amend a collective bargaining agreement, other labor agreement or work rules with a labor union, labor organization or works council with respect to employees, workers, consultants, officers or directors of GFI or any GFI Subsidiary; (n) (i) settle or compromise any Proceeding for an amount to be paid in excess of $1,000,000 or (ii) enter into any consent, decree, injunction or similar restraint or form of equitable relief in settlement of any Proceeding; (o) (i) make, revoke or amend any material election relating to Taxes, (ii) settle or compromise any material Proceeding relating to Taxes, (iii) make a request for a written ruling of a Taxing Authority relating to material Taxes, other than any request for a determination concerning qualified status of any GFI Benefit Plan intended to be qualified under Section 401(a) of the Code, (iv) enter into a written and legally binding agreement with a Taxing Authority relating to material Taxes or (v) materially change any of its methods, policies or practices of reporting income or deductions for U.S. federal income tax purposes from those employed in the preparation of its U.S. federal income tax returns for the taxable year ended December 31, 2013; (p) (i) modify or amend on terms materially adverse to GFI, transfer, novate, assign or terminate or waive any material right under any GFI Contract, (ii) enter into any successor agreement to an expiring GFI Contract that changes the terms of the expiring GFI Contract in a way that is materially adverse to GFI, (iii) enter into any new agreement that would have been considered a GFI Contract if it were entered into at or prior to the date hereof; or (iv) modify or amend in any respect or transfer, novate, assign or terminate that certain BTS Software as a Service Agreement, dated July 24, 2014, between Trayport Limited and GFI Holdings Limited; (q) enter into, renew, extend or amend any agreements or arrangements that limit or restrict GFI or any of its Affiliates or any successor thereto, from engaging or competing in any line of business or in any geographic area; (r) change any method of accounting or accounting principles or practices of GFI or any GFI Subsidiary, except for any such change required by GAAP or by a Governmental Entity; (s) terminate or cancel, or amend or modify in any material respect, any material insurance policies maintained by it covering GFI or any GFI Subsidiary or their respective properties which is not replaced by a comparable amount of insurance coverage, other than in the ordinary course of business consistent with past practice; (t) adopt or implement a plan of complete or partial liquidation or resolution providing for or authorizing such liquidation or a dissolution, merger, restructuring, consolidation, recapitalization, scheme of arrangement under the United Kingdom Companies Xxx 0000, or other reorganization of GFI or any of the GFI Subsidiaries; (u) transfer, abandon, allow to lapse, or otherwise dispose of any rights to, or obtain or grant any right to any material GFI Owned Intellectual Property or disclose any material Trade Secrets of GFI to any Person other than Parent BGCP or its Representatives, in each case other than in the ordinary course of business consistent with past practice; or (v) agree or commit to do any of the foregoing. Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall give ParentBGCP, directly or indirectly, the right to control or direct the operations of GFI or any of the GFI Subsidiaries prior to the Offer Closing Date. Prior to the Offer Closing Date, GFI and the GFI Subsidiaries shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of their respective operations.

Covenants of GFI. From the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms and the Offer ClosingEffective Time, unless Parent CME shall otherwise consent in writing (which consent may not be unreasonably withheld, conditioned or delayed) or except as set forth in Section 4.1 5.1 of the GFI Disclosure Letter or otherwise expressly provided for in this Agreement or as may be required by applicable Law, GFI shall, and shall cause each of the GFI Subsidiaries to, (i) conduct its business in the ordinary course consistent with past practice, (ii) use commercially reasonable efforts to preserve substantially intact its business organization and goodwill and relationships with all Governmental Entities, Self-Regulatory Organizations, providers of order flow, customers, suppliers, business associates and others having material business dealings with it and (iii) use commercially reasonable efforts to keep available the services of its current officers and key employees and to maintain its current rights and franchises; provided, however, that no action by GFI or the GFI Subsidiaries with respect to matters specifically addressed by any provision of this Section 4.1 5.1 shall be deemed a breach of clauses (i), (ii) or (iii) above unless such action would constitute a breach of such specific provision; provided, further, that no actions or transactions taken by GFI or the GFI Subsidiaries as contemplated by Section 6.4(d) shall be deemed a breach of this Section 5.1. In addition to and without limiting the generality of the foregoing, except (a) as expressly set forth in Section 4.1 5.1 of the GFI Disclosure Letter, (b) as expressly provided for in this Agreement or (c) as required by applicable Law, from the date hereof until the Offer ClosingEffective Time, without the prior written consent of Parent CME (which consent may not be unreasonably withheld, conditioned or delayed), GFI shall not, and shall not permit any GFI Subsidiary to, directly or indirectly: (a) amend or modify any of the Constituent Documents of GFIGFI or any CME Retained Subsidiary, or materially amend or modify any of the Constituent Documents of any other GFI Subsidiary, except, in each case, in connection with the Transactions; (b) (i) declare, set aside, make or pay any dividend or other distribution (whether in cash, stock or property) in respect of any of its Securities, other than dividends or distributions by wholly wholly-owned GFI Subsidiaries to GFI or a wholly wholly-owned GFI Subsidiary, (ii) split, subdivide, consolidate, combine or reclassify any of its Securities or issue or allot, or propose or authorize the issuance or allotment of, any other Securities or Equity Rights in respect of, in lieu of, or in substitution for, any of its Securities or (iii) repurchase, redeem or otherwise acquire any Securities or Equity Rights of GFI or any GFI Subsidiary; (c) issue, allot, sell, grant, pledge or otherwise encumber any Securities or Equity Rights, other than issuances of GFI Common Stock in connection with GFI RSUs or GFI Stock Options issued prior to the Date date of Delivery this Agreement pursuant to the GFI Stock Plans in accordance with their terms as in effect on the Date date of Delivery this Agreement (other than outstanding Independent Director RSUs, the vesting of RSUs which shall be accelerated prior to the Offer Closing); (d) merge or consolidate with any Person, participate in or undertake a scheme of arrangement under the United Kingdom Companies Xxx 0000 or acquire the Securities or any material amount of assets of any other Person; (e) other than in the ordinary course of business consistent with past practice, sell, lease, license, subject to a Lien (other than a Permitted Lien), encumber or otherwise surrender, relinquish or dispose of any assets, property or rights owned or held by GFI or any GFI Subsidiary (including Securities of a GFI Subsidiary) except (i) pursuant to the terms of a GFI Contract as of the Date date of Delivery this Agreement or (ii) in an amount not in excess of $1,000,000 in the aggregate; (i) make any loans, advances or capital contributions to, or investments in, any other Person other than (A) by GFI or any wholly wholly-owned GFI Subsidiary to or in GFI or any wholly wholly-owned GFI Subsidiary, (B) pursuant to any contract or other legal obligation existing at the Date date of Delivery this Agreement set forth in Section 4.1(f5.1(f) of the GFI Disclosure Letter or (C) to employees of GFI or any GFI Subsidiary Subsidiary, other than Continuing Employees, in the ordinary course of business and consistent with past practice, (ii) create, incur, guarantee or assume any Indebtedness, issuances of debt securities, guarantees, indemnities, loans or advances not in existence as of the Date date of Deliverythis Agreement, except (A) Indebtedness (other than revolving Indebtedness incurred under the Credit Agreement which will be repaid in accordance with Section 6.15) incurred in the ordinary course of business consistent with past practice (including any Indebtedness incurred under the Credit Agreement) not to exceed $5,000,000 1,000,000 in the aggregate; provided, however, that GFI may incur Indebtedness under the Credit Agreement for purposes of paying the termination fee or expense reimbursement due to CME pursuant to the terms of the CME Merger Agreement (collectively, the “CME Fee”) in connection with the termination of the CME Merger Agreement in accordance with its terms and all other costs, fees and expenses contemplated by the BGC Advance; provided, further that in no event shall there be more than $61,000,000 (including any amounts drawn thereon in accordance with the previous proviso) in aggregate principal amount of indebtedness outstanding under the Credit Agreement at any time following the Date of Delivery and on or prior to the Offer Closing Date; or (B) guarantees by GFI of Indebtedness of wholly wholly-owned GFI Subsidiaries or guarantees by GFI Subsidiaries of Indebtedness of GFI or (iii) other than as set forth in GFI’s capital budget, a copy of which was delivered to Parent on or CME prior to the date hereof, or an amount not to exceed $1,000,000 made in the ordinary course consistent with past practice, make or commit to make any capital expenditureexpenditure with respect to the Trayport Business, the FENICS Business or any CME Retained Subsidiary; (g) (i) materially amend or otherwise materially modify benefits under any GFI Benefit Plan, (ii) accelerate the payment or vesting of benefits or amounts payable or to become payable under any GFI Benefit Plan as currently in effect on the Date of Delivery date hereof (other than outstanding Independent Director RSUs, the vesting of RSUs which shall be accelerated prior to the Offer Closing), (iii) fail to make any required contribution to any GFI Benefit Plan, (iv) merge or transfer any GFI Benefit Plan or the assets or liabilities of any GFI Benefit Plan, (v) change the sponsor of any GFI Benefit Plan or (vi) terminate or establish any GFI Benefit Plan, except in each case, with respect to agreements for new hires in the ordinary course of business consistent with past practices and this Section 4.15.1; (h) with respect to any director, officer, employee, worker or consultant of GFI the Trayport Business, the FENICS Business or a CME Retained Subsidiary whose aggregate annual cash compensation exceeds $200,000, (i) enter into any employment agreement that has a term of more than one year (or materially amend any employment agreement) or (ii) extend the term of any employment agreement by more than one year; (i) increase by more than 4% the annual compensation of any director, officer, employee, worker or consultant of GFIthe Trayport Business, the FENICS Business or a CME Retained Subsidiary; (j) hire more than seven individuals in any capacitycapacity for service in the Trayport Business, the FENICS Business or the CME Retained Subsidiaries, none of which will be entitled to aggregate annual cash compensation in excess of $200,000, other than individuals hired to replace employees of the Trayport Business, the FENICS Business or the CME Retained Subsidiaries who have been terminated or who have otherwise left the employment of GFI the Trayport Business, the FENICS Business or the CME Retained Subsidiaries so long as such individuals are hired on substantially the same terms as the individuals they are replacing; (k) enter into or amend or modify any severance, retention or change of control plan, program or arrangement with respect to any employee of GFI or its Subsidiariesa Continuing Employee; (l) terminate the employment or contractual relationship of any officer, director, consultant or employee of GFIthe Trayport Business, the FENICS Business or the CME Retained Subsidiaries, other than terminations of employees or consultants in the ordinary course of business consistent with past practice and existing policies and/or terminations for cause; (m) enter into or amend a collective bargaining agreement, other labor agreement or work rules with a labor union, labor organization or works council with respect to employees, workers, consultants, officers or directors of GFI or any GFI Subsidiary; (n) (i) settle or compromise any Proceeding for an amount in excess of $1,000,000 or (ii) enter into any consent, decree, injunction or similar restraint or form of equitable relief in settlement of any Proceeding, in each case, related to the Trayport Business, the FENICS Business or any CME Retained Subsidiary; (o) (i) make, revoke or amend any material election relating to Taxes, (ii) settle or compromise any material Proceeding relating to Taxes, (iii) make a request for a written ruling of a Taxing Authority relating to material Taxes, other than any request for a determination concerning qualified status of any GFI Benefit Plan intended to be qualified under Section 401(a) of the Code, (iv) enter into a written and legally binding agreement with a Taxing Authority relating to material Taxes or (v) materially change any of its methods, policies or practices of reporting income or deductions for U.S. federal income tax purposes from those employed in the preparation of its U.S. federal income tax returns for the taxable year ended December 31, 2013; or (vi) take any action outside the ordinary course of business (other than an intercompany loan by GFI Holdings Limited to GFInet Inc. in an amount sufficient to repay GFInet Inc.’s revolving loan) or material action in each case that would materially affect the conclusion of the analysis prepared by Ernst & Young LLP relating to the basis of the Purchased Interests (as defined in the IDB Transaction Agreement); (p) take any action, cause any action to be taken, fail to take any action or fail to cause any action to be taken (including any action or failure to act otherwise permitted by this Section 5.1) that would prevent the Combination from constituting a tax-free reorganization under Section 368(a) and related provisions of the Code; (q) (i) modify or amend on terms materially adverse to GFIthe Trayport Business, the FENICS Business or any CME Retained Subsidiary, or transfer, novate, assign or terminate or waive any material right under terminate, any GFI ContractContract applicable to the Trayport Business, the FENICS Business or any CME Retained Subsidiary, (ii) enter into any successor agreement to an expiring GFI Contract applicable to the Trayport Business, the FENICS Business or any CME Retained Subsidiary that changes the terms of the expiring GFI Contract in a way that is materially adverse to GFIthe Trayport Business, the FENICS Business or any CME Retained Subsidiary, (iii) enter into any new agreement that would have been considered a GFI Contract applicable to the Trayport Business, the FENICS Business or any CME Retained Subsidiary if it were entered into at or prior to the date hereof; or (iv) modify or amend in any respect or transfer, novate, assign or terminate that certain BTS Software as a Service Agreement, dated July 24, 2014, between Trayport Limited and GFI Holdings Limited; (qr) enter into, renew, extend or amend any agreements or arrangements that limit or restrict GFI any of the CME Retained Subsidiaries or any of its their respective Affiliates or any successor thereto, from engaging or competing in any line of business or in any geographic area; (rs) change any method of accounting or accounting principles or practices of GFI or any GFI Subsidiary, except for any such change required by GAAP or by a Governmental Entity; (st) terminate or cancel, or amend or modify in any material respect, any material insurance policies maintained by it covering GFI or any GFI CME Retained Subsidiary or their respective properties which is not replaced by a comparable amount of insurance coverage, other than in the ordinary course of business consistent with past practice; (tu) adopt or implement a plan of complete or partial liquidation or resolution providing for or authorizing such liquidation or a dissolution, merger, restructuring, consolidation, recapitalization, scheme of arrangement under the United Kingdom Companies Xxx 0000, or other reorganization of GFI or any of the GFI Subsidiaries; (uv) transfer, abandon, allow to lapse, or otherwise dispose of any rights to, or obtain or grant any right to any material GFI Owned Intellectual Property relating to the Trayport Business, the FENICS Business or any CME Retained Subsidiary or disclose any material Trade Secrets of GFI the Trayport Business, the FENICS Business or any CME Retained Subsidiary to any Person other than Parent CME or its Representatives, in each case other than in the ordinary course of business consistent with past practice; or (vw) agree or commit to do any of the foregoing. Notwithstanding anything in this Agreement agreement to the contrary, nothing contained in this Agreement shall give ParentCME, directly or indirectly, the right to control or direct the operations of GFI or any of the GFI Subsidiaries prior to the Offer Closing DateEffective Time. Prior to the Offer Closing DateEffective Time, GFI and the GFI Subsidiaries shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of their respective operations.