AGREEMENT AND PLAN OF MERGER AMONG BGC PARTNERS, INC., JPI MERGER SUB 1, INC., JPI MERGER SUB 2, LLC, JERSEY PARTNERS, INC., NEW JP INC. AND THE INDIVIDUALS SIGNATORY HERETO DATED AS OF DECEMBER 22, 2015Agreement and Plan of Merger • December 23rd, 2015 • BGC Partners, Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
This Agreement and Plan of Merger, dated as of December 22, 2015 (this “Agreement”), is made and entered into by and among BGC Partners, Inc., a Delaware corporation (“BGCP”), JPI Merger Sub 1, Inc., a Delaware corporation and a wholly owned Subsidiary of BGCP (“Merger Sub 1”), JPI Merger Sub 2, LLC, a Delaware limited liability company and a wholly owned Subsidiary of BGCP (“Merger Sub 2”), Jersey Partners Inc., a New York corporation (“JPI”), New JP Inc., a Delaware corporation (“New JPI”), and the other individuals signatory hereto, which are stockholders of JPI (the “Signing Stockholders”). BGCP, 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.
