TRANSFER AGREEMENTTransfer Agreement • February 16th, 2010 • J.C. Flowers II L.P. • Security & commodity brokers, dealers, exchanges & services • New York
TRANSFER AGREEMENT (this “Transfer Agreement”) dated as of February 3, 2010 between J.C. Flowers II L.P., a Cayman Islands exempted limited partnership (the “Investor”), MF Global Holdings Ltd., a Delaware corporation (the “Company”), and JCF MFG Holdco LLC, a Delaware limited liability company (the “Transferee”) in connection with the transfer to the Transferee by (i) the Investor of 1,067,291 shares of the Company’s preferred stock, par value $1.00 per share, designated as 6% Cumulative Convertible Preferred Stock, Series A (“Series A Preferred Shares”), (ii) J.C. Flowers II-A L.P., an Alberta limited partnership and a controlled Affiliate of the Investor, of 67,322 Series A Preferred Shares, (iii) J.C. Flowers II-B L.P., a Cayman Islands exempted limited partnership and a controlled Affiliate of the Investor, of 65,387 Series A Preferred Shares and (iv) Financial Services Opportunities L.P., a Cayman Islands exempted limited partnership and a controlled Affiliate of the Investor, of
Joint Filing AgreementJoint Filing Agreement • February 16th, 2010 • J.C. Flowers II L.P. • Security & commodity brokers, dealers, exchanges & services
Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below.
JCF MFG HOLDCO LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of February 3, 2010Limited Liability Company Agreement • February 16th, 2010 • J.C. Flowers II L.P. • Security & commodity brokers, dealers, exchanges & services • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of JCF MFG HOLDCO LLC, a Delaware limited liability company (the “Company”) is entered into as of February 3, 2010 by and among JCF Associates II-A L.P., a Delaware limited partnership (“JCF Associates II-A”), as the manager of the Company, and the persons listed on Schedule A hereto.
