0001193125-10-058581 Sample Contracts

BGC HOLDINGS, L.P. THIRD AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP, AS AMENDED AND RESTATED
BGC Partners, Inc. • March 16th, 2010 • Security & commodity brokers, dealers, exchanges & services

This Third Amendment (“Third Amendment”) to the Agreement of Limited Partnership of BGC Holdings, L.P. (the “Partnership”) as amended and restated as of March 31, 2008, and as further amended as of March 1, 2009 and August 3, 2009 (as amended, the “Agreement”), is executed as of March 12, 2010 and is effective as of the 1st day of January, 2010.

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BGC HOLDINGS, L.P. SECOND AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP
Agreement of Limited Partnership • March 16th, 2010 • BGC Partners, Inc. • Security & commodity brokers, dealers, exchanges & services

This Second Amendment (“Second Amendment”) to the Agreement of Limited Partnership of BGC Holdings, L.P., amended and restated as of March 31, 2008, and as further amended March 1, 2009 (the “First Amendment”) (as amended, the “Agreement”), is effective as of the 3rd day of August, 2009.

SUBSCRIPTION AGREEMENT
Subscription Agreement • March 16th, 2010 • BGC Partners, Inc. • Security & commodity brokers, dealers, exchanges & services • New York

THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of March 16, 2010, is entered into by and among BGC Partners, Inc., a Delaware corporation (the “Company”), BGC Holdings, L.P., a Delaware limited partnership (“BGC Holdings”), and Cantor Fitzgerald, L.P. (“Cantor” or the “Purchaser”).

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