EMPLOYMENT AGREEMENTEmployment Agreement • January 29th, 2015 • Jersey Partners Inc. • Security & commodity brokers, dealers, exchanges & services • New York
This EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of April 30, 2007 (the “Effective Date”), by and between GFI Group Inc. (the “Company” or “GFI”), a Delaware Corporation and Colin Heffron, an individual (“Executive”).
PURCHASE AGREEMENT AMONG COMMODORE ACQUISITION LLC, GFI BROKERS HOLDCO LTD, CME GROUP INC. (solely for purposes of Article IX), JERSEY PARTNERS INC. (solely for purposes of Article IX) AND NEW JPI INC. (solely for purposes of Article IX) DATED AS OF...Purchase Agreement • January 29th, 2015 • Jersey Partners Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
This Purchase Agreement, dated as of July 30, 2014 (this "Agreement"), is made and entered into among Commodore Acquisition LLC, a Delaware limited liability company ("Seller"), GFI Brokers Holdco Ltd, a Bermuda limited company ("IDB Buyer"), CME Group Inc., a Delaware corporation ("CME") (solely for purposes of Article IX), Jersey Partners Inc., a New York corporation ("JPI") (solely for purposes of Article IX), and New JPI Inc., a Delaware corporation ("New JPI") (solely for purposes of Article IX). Seller, IDB Buyer, JPI and New JPI are referred to individually as a "Party" and collectively as the "Parties." Capitalized terms have the meanings given to them in Section 1.1.
AGREEMENT AND PLAN OF MERGER AMONG GFI GROUP INC., CME GROUP INC., COMMODORE ACQUISITION CORP. AND COMMODORE ACQUISITION LLC DATED AS OF JULY 30, 2014 AS AMENDED AS OF DECEMBER 2, 2014Merger Agreement • January 29th, 2015 • Jersey Partners Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
This Agreement and Plan of Merger, dated as of July 30, 2014 (this "Agreement"), is made and entered into among GFI Group Inc., a Delaware corporation ("GFI"), CME Group Inc., a Delaware corporation ("CME"), Commodore Acquisition Corp., a Delaware corporation and a wholly-owned CME Subsidiary ("Merger Sub 1"), and Commodore Acquisition LLC, a Delaware limited liability company and a wholly-owned CME Subsidiary ("Merger Sub 2"). CME, Merger Sub 1, Merger Sub 2 and GFI are referred to individually as a "Party" and collectively as the "Parties." Capitalized terms have the meanings given to them in Section 1.1.
SUPPORT AGREEMENTSupport Agreement • January 29th, 2015 • Jersey Partners Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
This Support Agreement, dated as of July 30, 2014 (this "Agreement"), is made and entered into by and among CME Group Inc., a Delaware corporation ("CME"), Jersey Partners Inc., a New York corporation ("JPI"), New JPI Inc., a Delaware corporation ("New JPI"), and each direct or indirect stockholder of GFI Brokers Holdco Ltd, a Bermuda limited liability Company ("IDB Buyer") (such stockholders together with JPI and New JPI, the "Stockholders"). CME and each of the Stockholders are referred to individually as a "Party" and collectively as the "Parties." Capitalized terms have the meanings given to them in Section 1.1.
AMENDMENT NO. 2 TO PURCHASE AGREEMENTPurchase Agreement • January 29th, 2015 • Jersey Partners Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
This Amendment No. 2 to Purchase Agreement, dated as of January 15, 2015 (this “Amendment”), is made and entered into among Commodore Acquisition LLC, a Delaware limited liability company (“Seller”), GFI Brokers Holdco Ltd., a Bermuda limited company (“IDB Buyer”), CME Group Inc., a Delaware corporation (“CME”) (solely for purposes of Article IX of the Purchase Agreement (as defined below)), Jersey Partners Inc., a New York corporation (“JPI”) (solely for purposes of Article IX of the Purchase Agreement), and New JPI Inc., a Delaware corporation (“New JPI”) (solely for purposes of Article IX of the Purchase Agreement). Seller, IDB Buyer, CME, JPI and New JPI are referred to individually as a “Party” and collectively as the “Parties.” Capitalized terms have the meanings given to them in Section 1.
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • January 29th, 2015 • Jersey Partners Inc. • Security & commodity brokers, dealers, exchanges & services • New York
This AMENDMENT NO. 1 (this “Amendment”) to that certain Employment Agreement, dated as of November 18, 2002 (the “Agreement”), by and between GFI Group Inc., a Delaware corporation (the “Company”), and James A. Peers (“Executive”), is made on December 24, 2008 (the “Amendment Effective Date”).
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 29th, 2015 • Jersey Partners Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
This Amendment No. 2 to Agreement and Plan of Merger, dated as of January 15, 2015 (this “Amendment”), is made and entered into among GFI Group Inc., a Delaware corporation (“GFI”), CME Group Inc., a Delaware corporation (“CME”), Commodore Acquisition Corp., a Delaware corporation and a wholly-owned CME Subsidiary (“Merger Sub 1”), and Commodore Acquisition LLC, a Delaware limited liability company and a wholly-owned CME Subsidiary (“Merger Sub 2”). CME, Merger Sub 1, Merger Sub 2 and GFI are referred to individually as a “Party” and collectively as the “Parties.” Capitalized terms have the meanings given to them in Section 1.
AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 29th, 2015 • Jersey Partners Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
This Amendment No. 3 to Agreement and Plan of Merger, dated as of January 22, 2015 (this “Amendment”), is made and entered into among CME Group Inc., a Delaware corporation (“CME”), Cheetah Acquisition Corp., a Delaware corporation and a wholly-owned CME Subsidiary (“Merger Sub 1”), Cheetah Acquisition LLC, a Delaware limited liability company and a wholly-owned CME Subsidiary (“Merger Sub 2”), Jersey Partners Inc., a New York corporation (“JPI”), New JPI Inc., a Delaware corporation (“New JPI”), Michael Gooch, Colin Heffron and Nick Brown (the “Signing Stockholders”) and, solely for purposes of Sections 3 and 4 of this Amendment, Diane Gooch, the Michael P. Gooch Trust, the Christopher Gooch Trust and the Stefan Gooch Trust (the “Additional Signing Stockholders”), each of whom are stockholders of JPI and New JPI. CME, Merger Sub 1, Merger Sub 2, JPI, New JPI and each Signing Stockholder and Additional Signing Stockholder are referred to individually as a “Party” and collectively as th
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 29th, 2015 • Jersey Partners Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
This Amendment No. 2 to Agreement and Plan of Merger, dated as of January 15, 2015 (this “Amendment”), is made and entered into among CME Group Inc., a Delaware corporation (“CME”), Cheetah Acquisition Corp., a Delaware corporation and a wholly-owned CME Subsidiary (“Merger Sub 1”), Cheetah Acquisition LLC, a Delaware limited liability company and a wholly-owned CME Subsidiary (“Merger Sub 2”), Jersey Partners Inc., a New York corporation (“JPI”), New JPI Inc., a Delaware corporation (“New JPI”), and the other individuals signatory hereto, which are stockholders of JPI and New JPI (the “Signing Stockholders”). CME, Merger Sub 1, Merger Sub 2, JPI, New JPI and each Signing Stockholder are referred to individually as a “Party” and collectively as the “Parties.” Capitalized terms have the meanings given to them in Section 1.
EMPLOYMENT AGREEMENTEmployment Agreement • January 29th, 2015 • Jersey Partners Inc. • Security & commodity brokers, dealers, exchanges & services • New York
This EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of August 20, 2008, by and between GFI Group Inc. (the “Company” or “GFI”), a Delaware Corporation, and Ronald Levi, an individual (“Executive”).
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENTEmployment Agreement • January 29th, 2015 • Jersey Partners Inc. • Security & commodity brokers, dealers, exchanges & services • New York
This AMENDMENT NO. 2 (this “Amendment”) to that certain Employment Agreement, dated as of August 20, 2008, as amended (the “Agreement”), by and between GFI Group Inc., a Delaware corporation (the “Company”), and Ronald Levi (“Executive”), is made on March 30, 2009 (the “Amendment Effective Date”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • January 29th, 2015 • Jersey Partners Inc. • Security & commodity brokers, dealers, exchanges & services • New York
This AMENDMENT NO. 1 (this “Amendment”) to that certain Employment Agreement, dated as of August 20, 2008 (the “Agreement”), by and between GFI Group Inc., a Delaware corporation (the “Company”), and Ronald Levi (“Executive”), is made on December 31, 2008 (the “Amendment Effective Date”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • January 29th, 2015 • Jersey Partners Inc. • Security & commodity brokers, dealers, exchanges & services • New York
This AMENDMENT NO. 1 (this “Amendment”) to that certain Employment Agreement, dated as of April 30, 2007 (the “Agreement”), by and between GFI Group Inc., a Delaware corporation (the “Company”), and Colin Heffron (“Executive”), is made on December 31, 2008 (the “Amendment Effective Date”).
AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 29th, 2015 • Jersey Partners Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
This Amendment No. 3 to Agreement and Plan of Merger, dated as of January 22, 2015 (this “Amendment”), is made and entered into among GFI Group Inc., a Delaware corporation (“GFI”), CME Group Inc., a Delaware corporation (“CME”), Commodore Acquisition Corp., a Delaware corporation and a wholly-owned CME Subsidiary (“Merger Sub 1”), and Commodore Acquisition LLC, a Delaware limited liability company and a wholly-owned CME Subsidiary (“Merger Sub 2”). CME, Merger Sub 1, Merger Sub 2 and GFI are referred to individually as a “Party” and collectively as the “Parties.” Capitalized terms have the meanings given to them in Section 1.
EMPLOYMENT AGREEMENTEmployment Agreement • January 29th, 2015 • Jersey Partners Inc. • Security & commodity brokers, dealers, exchanges & services • New York
This EMPLOYMENT AGREEMENT (“Agreement”), is made as of November 18, 2002, by and between GFI Group Inc. (the “Company” or “GFI”), a Delaware Corporation, having offices at 100 Wall Street, New York, New York, and James A. Peers, who currently resides at 2658 North Southport Avenue, Unit G, Chicago, Illinois 60614 (“Executive”).
AGREEMENT AND PLAN OF MERGER AMONG CME GROUP INC., CHEETAH ACQUISITION CORP., CHEETAH ACQUISITION LLC, JERSEY PARTNERS INC., NEW JPI INC. AND THE INDIVIDUALS SIGNATORY HERETO DATED AS OF JULY 30, 2014 AS AMENDED AS OF DECEMBER 2, 2014Agreement and Plan of Merger • January 29th, 2015 • Jersey Partners Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
This Agreement and Plan of Merger, dated as of July 30, 2014 (this "Agreement"), is made and entered into among CME Group Inc., a Delaware corporation ("CME"), Cheetah Acquisition Corp., a Delaware corporation and a wholly-owned CME Subsidiary ("Merger Sub 1"), Cheetah Acquisition LLC, a Delaware limited liability company and a wholly-owned CME Subsidiary ("Merger Sub 2"), Jersey Partners Inc., a New York corporation ("JPI"), New JPI Inc., a Delaware corporation ("New JPI"), and the other individuals signatory hereto, which are stockholders of JPI and New JPI (the "Signing Stockholders"). CME, Merger Sub 1, Merger Sub 2, JPI, New JPI and each Signing Stockholder are referred to individually as a "Party" and collectively as the "Parties." Capitalized terms have the meanings given to them in Section 1.1.
