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0001193125-07-128978 Sample Contracts

FORM OF AGREEMENT OF LIMITED PARTNERSHIP OF BGC PARTNERS, L.P. AMENDED AND RESTATED AS OF [·], 20071
Limited Partnership Agreement • June 4th, 2007 • Espeed Inc • Services-business services, nec • Delaware

This AGREEMENT OF LIMITED PARTNERSHIP (together with all exhibits, annexes and schedules hereto, this “Agreement”) of BGC Partners, L.P., a Delaware limited partnership (the “Partnership”), dated as of [·], 2007, is by and among BGC Holdings, LLC, a Delaware limited liability company (“BGC Holdings, LLC”), as general partner; BGC Holdings, L.P., a Delaware limited partnership, (“Holdings”), as a limited partner, and BGC Holdings U.S., Inc., a Delaware corporation (“BGC Holdings US”), as a limited partner, and the Persons to be admitted as Partners (as defined below) or otherwise parties hereto as set forth herein.

ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • June 4th, 2007 • Espeed Inc • Services-business services, nec
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 4th, 2007 • Espeed Inc • Services-business services, nec • New York

This REGISTRATION RIGHTS AGREEMENT, dated as of [•] (this “Agreement”), is made by and between BGC Partners, LLC, a Delaware limited liability company (“BGC Partners”), and Cantor Fitzgerald, L.P., a Delaware limited partnership (“Cantor”).