BGC PARTNERS, LLCChange in Control Agreement • April 7th, 2008 • BGC Partners, Inc. • Services-business services, nec • New York
We understand that a takeover proposal may create uncertainty for highly valued employees such as yourself. In order to encourage you to remain in the employ of BGC Partners, LLC (the “Company”) and to provide additional incentive for you to promote the success of the business of the Company, the Company has provided you with this agreement (the “Agreement”), which provides for certain payments and benefits in the event of a Change in Control. This Agreement will be effective immediately prior to the Closing Date. If the Closing Date does not occur, this Agreement will be void ab initio and of no further force or effect. Capitalized terms used but not otherwise defined in this Agreement are defined in Exhibit A to this Agreement.
AGREEMENT OF LIMITED PARTNERSHIP OF BGC GLOBAL HOLDINGS, L.P. Amended and Restated March 31, 2008Limited Partnership Agreement • April 7th, 2008 • BGC Partners, Inc. • Services-business services, nec
This AGREEMENT OF LIMITED PARTNERSHIP (together with all exhibits, annexes and schedules hereto, this “Agreement”) of BGC Partners Global Holdings, L.P., a Cayman Islands exempted limited partnership (the “Partnership”), dated March 31, 2008, is by and among BGC Global Holdings, GP Limited, a Cayman Islands exempted limited company (“BGC Global Holdings GP Ltd”), as general partner; BGC Holdings, L.P., a Delaware limited partnership (“Holdings”), as a limited partner, and BGC Global Limited, a limited company incorporated in England and Wales (“BGC Global Limited”), 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 AGREEMENTAdministrative Services Agreement • April 7th, 2008 • BGC Partners, Inc. • Services-business services, nec • New York
This ADMINISTRATIVE SERVICES AGREEMENT is made and entered into as of March 6, 2008, among CANTOR FITZGERALD, L.P., a Delaware limited partnership (“CFLP”), on behalf of itself and its direct and indirect, current and future, subsidiaries and affiliates, other than BGC Partners, Inc. and its direct and indirect, current and future subsidiaries and eSpeed, Inc. and its direct and indirect, current and future subsidiaries (“Cantor”) and BGC Partners, Inc., a Delaware corporation (“BGCP”), on behalf of itself and its direct and indirect, current and future, subsidiaries (“BGC Partners”).
SEPARATION AGREEMENT by and among CANTOR FITZGERALD, L.P., BGC PARTNERS, LLC, BGC PARTNERS, L.P., BGC GLOBAL HOLDINGS, L.P., and BGC HOLDINGS, L.P. Dated as of March 31, 2008Separation Agreement • April 7th, 2008 • BGC Partners, Inc. • Services-business services, nec • Delaware
This SEPARATION AGREEMENT, dated as of March 31, 2008 (this “Agreement”), is by and among Cantor Fitzgerald, L.P., a Delaware limited partnership (“Cantor”), BGC Partners, LLC, a Delaware limited liability company (“BGC Partners”), BGC Partners, L.P., a Delaware limited partnership (“U.S. Opco”), BGC Global Holdings, L.P., a Cayman Islands exempted limited partnership (“Global Opco”), BGC Holdings, L.P., a Delaware limited partnership (“Holdings,” and together with Cantor, BGC Partners, U.S. Opco and Global Opco, the “Parties” and each, a “Party”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 7th, 2008 • BGC Partners, Inc. • Services-business services, nec • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of March 31, 2008 (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”).
CANTOR FITZGERALD, L.P. LETTERHEAD]Employment Agreement • April 7th, 2008 • BGC Partners, Inc. • Services-business services, nec
In consideration for your agreeing to enter into a new employment agreement with BGC Brokers LP, dated as of the date hereof, the following terms and conditions are agreed.
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • April 7th, 2008 • BGC Partners, Inc. • Services-business services, nec • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of March 31, 2008 by and among Cantor Fitzgerald, L.P., a Delaware limited partnership (“Cantor”), and BGC Partners, LLC, a Delaware limited liability company (“BGC Partners”).
AGREEMENT OF LIMITED PARTNERSHIP OFLimited Partnership Agreement • April 7th, 2008 • BGC Partners, Inc. • Services-business services, nec • Delaware
This AGREEMENT OF LIMITED PARTNERSHIP (together with all exhibits, annexes and schedules hereto, this “Agreement”) of BGC Holdings, L.P., a Delaware limited partnership (the “Partnership”), dated as of March 31, 2008, is by and among BGC GP, LLC, a Delaware limited liability company (“BGC GP LLC”), as the general partner of the Partnership, Cantor Fitzgerald, L.P., a Delaware limited partnership (“Cantor”), as a limited partner, BGC Partners, LLC, a Delaware limited liability company (“BGC Partners”), and the Persons to be admitted as Partners (as defined below) or otherwise parties hereto as set forth herein.
CANTOR FITZGERALD, L.P.Guaranty Agreement • April 7th, 2008 • BGC Partners, Inc. • Services-business services, nec
This letter serves to memorialize the understanding of BGC Partners, Inc. (the “Guarantor”) and Cantor Fitzgerald, L.P. (the “Company”) with respect to the Guaranties, each dated as of March 31, 2008, whereby each of the Company and the Guarantor has unconditionally guaranteed the notes being issued to certain holders pursuant to the Note Purchase Agreement, dated as of March 31, 2008, among BGC Partners, L.P. and such holders. The Company hereby agrees that in the event the Guarantor pays any amounts in respect of its obligations under the Guaranty provided by it, the Company shall immediately reimburse the Guarantor for the amount paid in cash by wire transfer of immediately available funds.
LICENSE AGREEMENTLicense Agreement • April 7th, 2008 • BGC Partners, Inc. • Services-business services, nec • Delaware
THIS AGREEMENT is dated the 1st day of April, 2008, between BGC Partners, Inc. (formerly named eSpeed, Inc.), a Delaware corporation with offices located at 499 Park Avenue, New York, New York 10022 (“BGC Partners”), and Cantor Fitzgerald, L.P., a Delaware limited partnership with offices located at 110 East 59th Street, New York, New York 10022 (“Cantor”).
THIS DEED is dated March 31, 2008 BETWEEN:Employment Agreement • April 7th, 2008 • BGC Partners, Inc. • Services-business services, nec
BGC PARTNERS, INC. Re: $150,000,000 Senior Notes due April 1, 2010 of BGC PARTNERS, L.P. GUARANTY DATED AS OF MARCH 31, 2008Guaranty • April 7th, 2008 • BGC Partners, Inc. • Services-business services, nec • New York
This GUARANTY (the or this “Guaranty”) is entered into by the undersigned BGC PARTNERS, INC. (successor by merger of BGC Partners, LLC and eSpeed, Inc.), a Delaware corporation (the “Guarantor”), as of March 31, 2008.
BGC PARTNERS, L.P. Senior Notes due April 1, 2010 NOTE PURCHASE AGREEMENT Dated as of March 31, 2008Note Purchase Agreement • April 7th, 2008 • BGC Partners, Inc. • Services-business services, nec • New York
BGC PARTNERS, L.P., a Delaware limited partnership (the “Company”), agrees with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:
Dated: 9 August 2007 TOWER BRIDGE INTERNATIONAL SERVICES L.P. and BGC INTERNATIONAL (1) and BGC PARTNERS, L.P (2) On behalf of itself and the BGC Entities including those listed on page 1 hereof ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • April 7th, 2008 • BGC Partners, Inc. • Services-business services, nec
