AMENDMENT NO. 2 TO PURCHASE AGREEMENTPurchase Agreement • January 15th, 2015 • GFI Group 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. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 15th, 2015 • GFI Group 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.
