AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 23rd, 2015 • GFI Group 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
