Underwriting AgreementUnderwriting Agreement • January 25th, 2005 • GFI Group Inc. • Security & commodity brokers, dealers, exchanges & services • New York
GFI Group Inc., a corporation organized under the laws of Delaware (the “Company”) and a subsidiary of Jersey Partners Inc., a New York corporation (in its individual capacity and not as attorney in fact for the other selling stockholders, the “Parent”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 3,947,369 shares of Common Stock, $0.01 par value (“Common Stock”) of the Company, and the Selling Stockholders named in Schedule II hereto (each a “Selling Stockholder”, and, collectively, the “Selling Stockholders”) propose to sell to the several Underwriters an aggregate of 1,726,914 shares of Common Stock (said shares to be issued and sold by the Company and shares to be sold by the Selling Stockholders collectively being hereinafter called the “Underwritten Securities”). The Selling Stockholders also propose to grant to the Underwriters an option to purchase up to 851,142
