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 • August 11th, 2014 • Cme Group 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, 2014Merger Agreement • August 11th, 2014 • Cme Group 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 • August 11th, 2014 • Cme Group 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.
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, 2014Merger Agreement • August 11th, 2014 • Cme Group 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.
