GFI Group Inc. Common Stock Certificate
This document certifies that the named individual or entity owns fully paid and nonassessable shares of common stock in GFI Group Inc., a Delaware corporation. The shares can be transferred only on the company's official books by the registered holder or their authorized representative, upon proper endorsement and surrender of the certificate. The certificate is subject to the company's Certificate of Incorporation and Bylaws. It must be countersigned by the transfer agent to be valid. The document also outlines standard procedures for transferring ownership and the rights associated with the shares.
QuickLinks -- Click here to rapidly navigate through this document
Exhibit 4.2
| COMMON STOCK | COMMON STOCK | |||
NUMBER | [GFI GROUP INC. LOGO] | SHARES | ||
GFIG | ||||
THIS CERTIFICATE IS TRANSFERABLE IN CANTON, MA, JERSEY CITY, NJ OR NEW YORK, NY | GFI Group Inc. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE | SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 361652 20 9 | ||
| PAR VALUE $.01 | ||||
THIS CERTIFIES THAT | ||||
| is the owner of: | ||||
FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK $.01 PAR VALUE PER SHARE OF
GFI Group Inc.
The shares represented by this certificate are transferable only on the stock transfer books of the Corporation by the holder of record hereof, or by his duly authorized attorney or legal representative, upon the surrender of this certificate properly endorsed. This certificate and the shares represented hereby are issued and shall be held subject to all the provisions of the Certificate of Incorporation and the Bylaws of the Corporation and any amendments thereto (copies of which are on file with the Transfer Agent), to all of which provisions the holder by acceptance hereof, assents.
This certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.
IN WITNESS THEREOF, GFI Group Inc. has caused this certificate to be executed by the facsimile signatures of its duly authorized officers and has caused a facsimile of its corporate seal to be hereunto affixed.
Dated:
| /s/ MICHAEL GOOCH CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER | GFI GROUP INC. CORPORATE SEAL 2001 DELAWARE | /s/ SCOTT PINTOFF SECRETARY |
©SECURITY COLUMBIAN UNITED STATES BANKNOTE COMPANY 1960
COUNTERSIGNED AND REGISTERED
EQUISERVE TRUST COMPANY, N.A.
TRANSFER AGENT
AND REGISTRAR
BY /s/ STEPHEN CESSO
AUTHORIZED SIGNATURE
GFI Group Inc.
The Corporation is authorized to issue Common Stock, $.01 par value, which may be issued in one or more series. A statement of the respective powers, designations, preferences and relative, participating, optional or other special rights of the Common Stock and any such series thereof and the qualifications, limitations or restrictions of such preferences and/or rights will be furnished without charge to the holder of record of this certificate upon written request to the Secretary of the Corporation.
The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
| TEN COM | –as tenants in common | UNIF GIFT MIN ACT– | Custodian | ||
| TEN ENT | –as tenants by the entireties | (Cust) (Minor) | |||
| JT TEN | –as joint tenants with right of survivorship and not as tenants in common | under Uniform Gifts to Minors Act (State) | |||
| UNIF TRF MIN ACT– | Custodian (until age ) (Cust) | ||||
| (Minor) | |||||
| under Uniform Transfers to Minors Act (State) |
Additional abbreviations may also be used though not in the above list.
For value received, hereby sell, assign and transfer unto
| PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFICATION NUMBER OF ASSIGNEE | ||
Please print or typewrite name and address including postal zip code of assignee | ||
shares of Common Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint | ||
Attorney to transfer the said shares on the books of the within-named Corporation with full power of substitution in the premises. | ||
| DATED | ||||
| NOTICE: | THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. | |
SIGNATURE(S) GUARANTEED: | THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. |
QuickLinks
