SECURITYHOLDERS AGREEMENT Dated August 5, 2004 Among NEW REFCO GROUP LTD., LLC AND THE OTHER PARTIES HERETOIi Securityholders Agreement • May 27th, 2005 • Refco Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
THIS SECURITYHOLDERS AGREEMENT (this "Agreement") is entered into as of August 5, 2004 by and among (i) New Refco Group Ltd., LLC, a Delaware limited liability company (the "Company"), (ii) Refco Group Holdings, Inc., a Delaware corporation ("RGHI"), (iii) THL Refco Acquisition Partners and certain other Affiliates of Thomas H. Lee Partners, L.P. as identified on the signature pages hereto that become a holder of Units, (each, a "THL Holder" and collectively "THL"), (iv) the Limited Partners or Affiliates of Limited Partners who are parties to this Agreement (each, a "THL Limited Partner"), (v) the executive employees of the Company who have purchased Class A Common Units and who are identified as Executive Investors on the signature pages hereto (each, an "Executive Investor" and, collectively, the "Executive Investors"), and (v) the initial parties to this Agreement who are identified as Employees on the signature pages hereto (each, an "Employee," collectively, the "Employees"). RGH
