0001193125-11-068739 Sample Contracts

Strictly private and confidential To be opened by addressee only BY HAND December 17, 2010 Stephen M. Merkel
BGC Partners, Inc. • March 16th, 2011 • Security & commodity brokers, dealers, exchanges & services
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BGC HOLDINGS, L.P. SIXTH AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP, AS AMENDED AND RESTATED
Sixth Amendment • March 16th, 2011 • BGC Partners, Inc. • Security & commodity brokers, dealers, exchanges & services

This Sixth Amendment (this “Sixth 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 effective as of March 1, 2009, August 3, 2009, January 1, 2010, August 6, 2010, and December 31, 2010 (as amended, the “Agreement”), is executed on March 15, 2011 and is effective as of March 15, 2011.

Strictly private and confidential To be opened by addressee only BY ELECTRONIC MAIL December 17, 2010 Sean Windeatt Dear Sean:
BGC Partners, Inc. • March 16th, 2011 • Security & commodity brokers, dealers, exchanges & services

Reference is made to your partnership interests in BGC Holdings, L.P. (“BGC Holdings” or the “Partnership”). Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement of Limited Partnership of BGC Holdings, amended and restated as of March 31, 2008 (as further amended from time to time, the “Partnership Agreement”).

BGC HOLDINGS, L.P. FIFTH AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP, AS AMENDED AND RESTATED
BGC Partners, Inc. • March 16th, 2011 • Security & commodity brokers, dealers, exchanges & services

This Fifth Amendment (this “Fifth 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 effective as of March 1, 2009, August 3, 2009, and January 1, 2010 (as amended, the “Agreement”), is executed on December 31, 2010 and is effective as of December 31, 2010.

Strictly private and confidential To be opened by addressee only BY ELECTRONIC MAIL December 17, 2010
BGC Partners, Inc. • March 16th, 2011 • Security & commodity brokers, dealers, exchanges & services
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