TENDER OFFER AGREEMENT by and among BGC PARTNERS, INC., BGC PARTNERS, L.P. and GFI GROUP INC. Delivered by BGC Partners, Inc. and BGC Partners, L.P. as of January 28, 2015Tender Offer Agreement • January 29th, 2015 • BGC Partners, Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
This TENDER OFFER AGREEMENT (this “Agreement”), is made and entered into by and among BGC Partners, Inc., a Delaware corporation (“Parent”), BGC Partners, L.P., a Delaware limited partnership and a Subsidiary of Parent (“Purchaser”), and GFI Group Inc., a Delaware corporation (“GFI”). Parent, Purchaser 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. This Agreement is being executed and delivered by Parent and Purchaser to GFI as of January 28, 2015 (the “Date of Delivery”) and shall be effective as of the date, if any (the “Effective Date”), on which GFI shall execute and deliver to Parent and Purchaser a signed counterpart in accordance with the offer letter delivered by Parent and Purchaser to GFI on January 28, 2015.
January 28, 2015 Board of Directors and Special Committee of GFI Group Inc. c/o Christopher D’Antuono, General Counsel and Corporate Secretary GFI Group Inc. New York, New York 10041 c/o Morton A. Pierce and Bryan J. Luchs White & Case LLP New York,...BGC Partners, Inc. • January 29th, 2015 • Security & commodity brokers, dealers, exchanges & services • Delaware
For the purpose of entering into that certain Tender Offer Agreement by and among BGC Partners, Inc., a Delaware corporation (“Parent”), BGC Partners, L.P., a Delaware limited partnership and a subsidiary of Parent (“Purchaser”) (Parent and Purchaser together referred to as “we,” “us” or “our”, as appropriate), and GFI Group Inc., a Delaware corporation (“GFI”), and attached hereto as Exhibit A (the “Tender Offer Agreement”), each of Parent and Purchaser hereby deliver its respective duly executed signature page to the Tender Offer Agreement (each, a “Signature Page,” and together, the “Signature Pages”) to GFI on the terms and subject to the conditions set forth in this letter agreement. Any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Tender Offer Agreement. Parent and Purchaser hereby agree as follows:
