0001104659-11-040334 Sample Contracts

REGISTRATION RIGHTS AGREEMENT by and among GFI Group Inc. and Jefferies & Company, Inc. Dated as of July 19, 2011
Registration Rights Agreement • July 22nd, 2011 • GFI Group Inc. • Security & commodity brokers, dealers, exchanges & services • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 19, 2011, by and among GFI Group Inc., a Delaware corporation (the “Company”), and Jefferies & Company, Inc., as initial purchaser (the “Initial Purchaser”), who has agreed to purchase the Company’s 8.375% Senior Notes due 2018 (the “Securities”) pursuant to the Purchase Agreement (as defined below).

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GFI Group Inc., Issuer and The Bank of New York Mellon Trust Company, N. A., Trustee
Indenture • July 22nd, 2011 • GFI Group Inc. • Security & commodity brokers, dealers, exchanges & services • New York

INDENTURE, dated as of July 19, 2011 (the “Indenture”), between GFI Group Inc., a Delaware corporation (the “Company”), having its principal executive office located at 55 Water Street, New York, New York 10041, and The Bank of New York Mellon Trust Company, N. A., a national banking association duly organized and existing under the laws of the United States of America (the “Trustee”).

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