Re: Agreement re Cash/Stock ElectionLetter Agreement • December 19th, 2012 • Jefferies & Company, Inc. • Security brokers, dealers & flotation companies • Delaware
Reference is made to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 19, 2012, among GETCO Holding Company, LLC (“GETCO”), Knight Capital Group, Inc. (“Knight”) and GA-GTCO, LLC. The Merger Agreement contemplates a business combination of GETCO and Knight through the consummation of certain mergers and related transactions (as contemplated by the Merger Agreement, the “Transaction”). The Merger Agreement provides that the former holders of Knight common stock will be permitted to elect to receive their merger consideration, upon the closing of the Transaction, in the form of cash, common stock of a newly formed public company or a combination of the two, in accordance with the terms set forth in Section 2.3 of the Merger Agreement.
