REGISTRATION RIGHTS AGREEMENT by and between MF GLOBAL LTD., and J.C. Flowers II L.P. Dated as of July 18, 2008Registration Rights Agreement • July 28th, 2008 • J.C. Flowers II L.P. • Security & commodity brokers, dealers, exchanges & services • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of July 18, 2008, by and between MF Global Ltd., a company incorporated in Bermuda (the “Company”), and J.C. Flowers II L.P. (the “Investor”).
TRANSFER AGREEMENTTransfer Agreement • February 16th, 2010 • J.C. Flowers II L.P. • Security & commodity brokers, dealers, exchanges & services • New York
TRANSFER AGREEMENT (this “Transfer Agreement”) dated as of February 3, 2010 between J.C. Flowers II L.P., a Cayman Islands exempted limited partnership (the “Investor”), MF Global Holdings Ltd., a Delaware corporation (the “Company”), and JCF MFG Holdco LLC, a Delaware limited liability company (the “Transferee”) in connection with the transfer to the Transferee by (i) the Investor of 1,067,291 shares of the Company’s preferred stock, par value $1.00 per share, designated as 6% Cumulative Convertible Preferred Stock, Series A (“Series A Preferred Shares”), (ii) J.C. Flowers II-A L.P., an Alberta limited partnership and a controlled Affiliate of the Investor, of 67,322 Series A Preferred Shares, (iii) J.C. Flowers II-B L.P., a Cayman Islands exempted limited partnership and a controlled Affiliate of the Investor, of 65,387 Series A Preferred Shares and (iv) Financial Services Opportunities L.P., a Cayman Islands exempted limited partnership and a controlled Affiliate of the Investor, of
AMENDMENT NO. 1 TO THE INVESTMENT AGREEMENTInvestment Agreement • July 28th, 2008 • J.C. Flowers II L.P. • Security & commodity brokers, dealers, exchanges & services
This Amendment No. 1, dated as of June 10, 2008 (this “Amendment”), among MF Global Ltd., a Bermuda exempted company (the “Company”), and J.C. Flowers II L.P. (the “Investor”), amends the Investment Agreement (the “Investment Agreement”), dated as of May 20, 2008, between the Company and the Investor. Capitalized terms used but not otherwise defined herein shall have the respective meanings given to them in the Investment Agreement.
INVESTMENT AGREEMENT dated as of May 20, 2008 between MF GLOBAL LTD. and J.C. FLOWERS II L.P.Investment Agreement • July 28th, 2008 • J.C. Flowers II L.P. • Security & commodity brokers, dealers, exchanges & services • New York
INVESTMENT AGREEMENT, dated May 20, 2008 (this “Agreement”), between MF Global Ltd., a Bermuda exempted company (the “Company”), and J.C. Flowers II L.P.(the “Investor”).
Joint Filing AgreementJoint Filing Agreement • July 28th, 2008 • J.C. Flowers II L.P. • Security & commodity brokers, dealers, exchanges & services
Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below.
Joint Filing AgreementJoint Filing Agreement • February 16th, 2010 • J.C. Flowers II L.P. • Security & commodity brokers, dealers, exchanges & services
Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below.
c/o J.C. Flowers & Co. LLCJ.C. Flowers II L.P. • July 28th, 2008 • Security & commodity brokers, dealers, exchanges & services • New York
JCF MFG HOLDCO LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of February 3, 2010Limited Liability Company Agreement • February 16th, 2010 • J.C. Flowers II L.P. • Security & commodity brokers, dealers, exchanges & services • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of JCF MFG HOLDCO LLC, a Delaware limited liability company (the “Company”) is entered into as of February 3, 2010 by and among JCF Associates II-A L.P., a Delaware limited partnership (“JCF Associates II-A”), as the manager of the Company, and the persons listed on Schedule A hereto.
