0001193125-08-172251 Sample Contracts

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • August 11th, 2008 • BGC Partners, Inc. • Security & commodity brokers, dealers, exchanges & services • New York

This STOCK PURCHASE AGREEMENT is dated as of June 2, 2008 (this “Agreement”), by and between BGC Partners, Inc., a Delaware corporation (the “Purchaser”), and the person named on the signature page hereto (the “Seller”).

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20,000,000 Shares BGC Partners, Inc. Class A Common Stock ($0.01 Par Value) EQUITY UNDERWRITING AGREEMENT
Equity Underwriting Agreement • August 11th, 2008 • BGC Partners, Inc. • Security & commodity brokers, dealers, exchanges & services • New York

In connection with rendering this opinion letter, we have examined originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records, agreements, certificates of public officials and other instruments as we have deemed necessary or appropriate for the purposes of this opinion, including, among others, the following: (a) the Registration Statement on Form S-1 (Registration No. 333-150308), as filed with the Securities and Exchange Commission, as amended through the date hereof (the “Registration Statement”), (b) the preliminary prospectus dated May 27, 2008, relating to the offering of the Shares, (c) the pricing information included in Schedule III of the Underwriting Agreement, (d) the free writing prospectus dated June 5, 2008, filed pursuant to Rule 433 under the 1933 Act, (e) the prospectus dated June 5, 2008 (the “Prospectus”), relating to the offering of the Shares, in the form filed with the Commission pursuant to Rule 424(b) under th

LEASE AGREEMENT
Lease Agreement • August 11th, 2008 • BGC Partners, Inc. • Security & commodity brokers, dealers, exchanges & services

AGREEMENT dated as of the 1st day of April, 2008 by and between BGC Partners, Inc., a Delaware corporation with offices at 499 Park Avenue, New York, New York 10022 (“BGC”), and Cantor Fitzgerald Securities (“CFS”), a New York general partnership with offices at 499 Park Avenue, New York, New York 10022.

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