Registration Rights Agreement



 Exhibit 10.1 
 REGISTRATION RIGHTS AGREEMENT 
 THIS REGISTRATION
RIGHTS AGREEMENT (this “Agreement”) is entered into as of April 1, 2010 by and between BGC PARTNERS, INC., a Delaware corporation (“BGC Partners”), and Cantor Fitzgerald, L.P., a Delaware limited partnership
(the “Investor”). 
 W I T N E S S E T H: 
 WHEREAS, BGC Holdings, L.P. (“BGC Holdings”), a Delaware limited partnership and a majority-owned subsidiary of BGC
Partners, agreed to issue and sell to the Investor $150,000,000 aggregate principal amount of 8.75% Convertible Senior Notes due 2015 (the “Holdings Notes”), which are, at the Investor’s election, either (i) exchangeable
for a like principal amount of 8.75% Convertible Senior Notes due 2015 of BGC Partners (the “Notes”), which are themselves convertible into shares of BGC Partners’ Class A common stock, par value $0.01 per share (the
“Class A Common Stock”), or (ii) convertible into BGC Holdings Exchangeable Limited Partnership Interests (as defined below), which are themselves exchangeable on a one-for-one basis into shares of Class A Common Stock;
and 
 WHEREAS, BGC Holdings will lend the $150,000,000 proceeds from the sale of the Holdings Notes to BGC Partners in exchange
for the Notes; and 
 WHEREAS, the Notes will be convertible on the terms, and subject to the conditions, set forth in the
Indenture (as defined below); and 
 WHEREAS, as a condition to the Investor’s purchase of the Holdings Notes, BGC Partners
has agreed to provide the Investor with certain registration rights for the Registrable Securities, as further described herein. 
 NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, it is agreed as follows: 
 Article I 
 Definitions 
 Section 1.1 Definitions. As used in this Agreement, the following capitalized terms shall have the meanings ascribed to them below: 
 “Affiliate” means, with respect to any Person, any other Person that directly, or through one or more intermediaries,
controls or is controlled by or is under common control with such Person. For the purposes of this definition, “control” with respect to any Person means, the direct or indirect possession of the power to direct or cause the
direction of the management or policies of such Person, whether through the ownership of voting securities, by Contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the
foregoing. 
 “BGC Partners” has the meaning set forth in the preamble. 







 “BGC Partners Free Writing Prospectus” means each Free Writing Prospectus
prepared by or on behalf of BGC Partners other than a Holder Free Writing Prospectus. 
 “Business Day” means
any day other than a Saturday, Sunday or a day on which banks are authorized or required to be closed for business in New York City, New York, United States of America. 
 “BGC Holdings” has the meaning set forth in the recitals hereto. 
 “BGC Holdings Exchangeable Limited Partnership Interest” means an “Exchangeable Limited Partnership Interest” as defined in the BGC Holdings Limited Partnership Agreement (as defined below). 
 “BGC Holdings Limited Partnership Agreement” means the Amended and Restated Limited Partnership Agreement of BGC Holdings,
L.P., as amended from time to time 
 “BGC Partners Person” has the meaning set forth in Section 5.2.

 “Class A Common Stock” has the meaning set forth in the recitals hereto. 
 “Damages” has the meaning set forth in Section 5.1. 
 “Demand Request” has the meaning set forth in Section 2.2. 
 “Demand Registration” has the meaning set forth in Section 2.2. 
 “Disclosure Package” means, with respect to any offering of securities, (i) the preliminary Prospectus, (ii) each
BGC Partners Free Writing Prospectus (if any) and (iii) all other information prepared by or on behalf of BGC Partners, in each case, that is deemed under Rule 159 promulgated under the Securities Act to have been conveyed to purchasers of
securities at the time of sale of such securities (including a contract of sale). 
 “Exchange Act” means the
U.S. Securities Exchange Act of 1934, as from time to time amended, and the rules and regulations of the SEC promulgated thereunder. 
 “Free Writing Prospectus” means any “free writing prospectus” as defined in Rule 405 promulgated under the Securities Act. 
 “Holder” shall mean the Investor, any Affiliate of the Investor holding Registrable Securities and any assignee of record of such Registrable Securities to whom rights set forth herein
have been duly assigned in accordance with this Agreement, in each case so long as such Holder holds Registrable Securities. To the extent there is more than one Holder, the term shall mean all Holders collectively, acting at the direction of
Holders of a majority of the outstanding Registrable Securities. 
 “Holder Free Writing Prospectus” means each
Free Writing Prospectus prepared by or on behalf of (unless prepared by BGC Partners or on behalf of BGC Partners) the relevant Holder and used or referred to by such Holder in connection with the offering of Registrable Securities. 
  

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 “Holder Covered Persons” has the meaning set forth in Section 5.1.

 “Indemnified Party” has the meaning set forth in Section 5.3. 
 “Indemnifying Party” has the meaning set forth in Section 5.3. 
 “Indenture” means the Indenture, dated as of April 1, 2010, between BGC Partners and Wells Fargo Bank, National
Association, as trustee (the “Trustee”), pursuant to which the Notes are to be issued, as such Indenture is amended, modified or supplemented from time to time in accordance with the terms thereof. 
 “Person” means any individual, firm, corporation, partnership, trust, incorporated or unincorporated association, joint
venture, joint stock company, limited liability company, Governmental Entity or other entity of any kind, and shall include any successor (by merger or otherwise) of such entity. 
 “Prospectus” means the prospectus included in any Registration Statement, as amended or supplemented by any prospectus
supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement or any other amendments and supplements to such prospectus, including without limitation any preliminary
prospectus, any pre-effective or post-effective amendment and all material incorporated by reference in any prospectus. 
 “Registrable Securities” means the Notes and each share of Class A Common Stock issuable upon conversion of the Notes. As to any particular Registrable Securities, once issued such securities shall cease to be
Registrable Securities when (i) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such Registration
Statement, (ii) such securities shall have been sold to the public pursuant to Rule 144 (or any successor provision) under the Securities Act (“Rule 144”), (iii) such securities shall have ceased to be outstanding, or
(iv) such securities may be sold in the public market of the United States, in unlimited amounts, under Rule 144, without registration under the Securities Act. 
 “Registration Expenses” has the meaning set forth in Section 4.1. 
 “Registration Statement” means any registration statement of BGC Partners which covers Registrable Securities pursuant to the provisions of this Agreement, all amendments and supplements to such registration statement,
including post-effective amendments, and all exhibits and all material incorporated by reference in such registration statement. 
 “SEC” means the U.S. Securities and Exchange Commission. 
 “Securities Act” means
the U.S. Securities Act of 1933, as from time to time amended, and the rules and regulations of the SEC promulgated thereunder. 
  

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 Article II 
 Registrations 
 Section 2.1 Shelf
Registration. BGC Partners shall: 
 (a) as promptly as practicable after the date hereof cause to be filed a registration
statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”), which Shelf Registration Statement shall provide for resales of all Registrable Securities held by Holders; and 
 (b) use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective by the SEC as soon as reasonably
practicable after filing and to remain effective until the period described in Section 3.1(a) hereof. 
 Section
2.2 Demand Registration. In addition to registration of Registrable Securities under Section 2.1 hereof, any Holder or group of Holders may at any time make a written request (a “Demand Request”) for registration on
any appropriate form under the Securities Act of a number of Registrable Securities by means of a public offering involving an underwriting that (i) represents at least 5% of either the Notes or the shares of Class A Common Stock
outstanding on the date of the Demand Request or (ii) has an aggregate market value on the date of the Demand Request of greater than $7.5 million (such written Request, a “Demand Registration”). Such Demand Requests shall
specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. BGC Partners shall, subject to the provisions of this Section 2.2 and to the Holders’ compliance with their obligations under
the provisions of this Agreement, as promptly as practicable register under the Securities Act all Registrable Securities included in such Demand Request, for disposition in accordance with the intended method or methods set forth therein. Shares of
Class A Common Stock may be registered for offer and sale in any Demand Registration: (A) by BGC Partners if and only if the Investor consents to such registration and (B) pursuant to any contractual piggyback registration of third
parties; provided, however, that all Registrable Securities included in such Demand Request shall first be included in such registration, followed by any such shares on a pro rata basis. As promptly as practicable thereafter,
but subject to Section 2.4 hereof, BGC Partners shall use its reasonable best efforts to file with the SEC a Registration Statement, registering all Registrable Securities that any Holders have requested to register, for disposition in
accordance with the intended method or methods set forth in their notices to BGC Partners. BGC Partners shall use its reasonable best efforts to cause such Registration Statement to be declared effective by the SEC as soon as reasonably practicable
after filing and to remain effective until the period described in Section 3.1(a) hereof. Each Demand Request shall be irrevocable except as otherwise expressly provided herein. 
 Notwithstanding anything to the contrary in this Article II, no Holder shall have the right to require BGC Partners to register any
Registrable Securities pursuant to this Section 2.2 during any period (not to exceed 180 days) following the closing of the completion of a distribution of securities offered by BGC Partners that would cause BGC Partners to breach a lock-up
provision contained in the underwriting agreement for such distribution. 
 Section 2.3 Number and Timing of
Registrations. Notwithstanding anything in this Article II to the contrary, the Holders shall be entitled to make no more than an aggregate of four Demand Registrations hereunder (and no more than one Demand Registration during any twelve-month
period). 
  

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 Section 2.4 Suspension of Registration. Notwithstanding the foregoing, if in the
good faith judgment of the Board of Directors of BGC Partners it would be materially detrimental to BGC Partners and its stockholders for any Registration Statement to be filed or for any Registration Statement or Prospectus to be amended or
supplemented because such filing, amendment or supplement would (i) require disclosure of material non-public information, the disclosure of which would be reasonably likely to materially and adversely affect BGC Partners and its subsidiaries
(if any) taken as a whole, or (ii) materially interfere with any existing or prospective business situation, transaction or negotiation involving BGC Partners, BGC Partners shall have the right to suspend the use of the applicable Registration
Statement or delay delivery or filing, but not the preparation, of the applicable Registration Statement or Prospectus or any document incorporated therein by reference, in each case for a reasonable period of time; provided, however,
that BGC Partners shall not be able to exercise such suspension right more than twice in each 12-month period aggregating not more than 150 days in such 12-month period. 
 Section 2.5 Interrupted Registration. A registration requested pursuant to Section 2.2 shall not be deemed to have been requested by the Holders of Registrable Securities for purposes of
Section 2.3: (i) unless it has been declared effective by the SEC; (ii) if after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the SEC for any reason other
than misrepresentation or an omission by the requesting Holders such that the Registration Statement shall not be effective until the earlier of (A) 60 days following the date on which it was declared effective (treating any suspension or
interruption of registration as provided in Section 2.4 and (B) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated therein; (iii) if the
conditions to closing specified in the underwriting agreement, if any, entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by such Holders and
are not otherwise waived; or (iv) if such request has been withdrawn by the requesting Holders and such Holders shall have elected to pay all Registration Expenses of BGC Partners in connection with such withdrawn request. 
 Article III 
 Registration Procedures 
 Section 3.1 Use Reasonable Best Efforts. In connection with BGC
Partners’ registration obligations pursuant to Article II hereof, BGC Partners shall use its reasonable best efforts to effect such registrations to permit the sale of such Registrable Securities in accordance with the intended method or
methods of disposition thereof and pursuant thereto BGC Partners shall as expeditiously as reasonably practicable: 
 (a) prepare and file with the SEC a Registration Statement or Registration Statements relating to the registration on the appropriate form under the Securities Act, and to cause such Registration Statement to be declared effective by
the SEC as soon as reasonably practicable and to remain effective for the period of time necessary to permit the Holder to

  

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dispose of all its Registrable Securities, with the timing of such sales to be determined by the Holder in its sole discretion; provided, however, in the case of the Shelf
Registration Statement, such period shall not exceed a sum of five (5) years from the date of this Agreement plus any period during which any such disposition is interfered with by any stop order or injunction of the SEC or any governmental
agency or court; 
 (b) prepare and file with the SEC such amendments and post-effective amendments to each Registration
Statement as may be necessary to keep such Registration Statement effective for the period of time required by this Agreement to the extent permitted under the Securities Act; and to cause the Registration Statement and the related Prospectus to be
supplemented by any required Prospectus supplement, and as so supplemented to be filed in accordance with the Securities Act and any rules and regulations promulgated thereunder; and otherwise to comply with the provisions of the Securities Act as
may be necessary to facilitate the disposition of all Registrable Securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of disposition by the selling Holders thereof set
forth in such Registration Statement or such Prospectus or Prospectus supplement; 
 (c) notify the selling Holders and the
managing underwriter(s), if any, promptly if at any time (i) any Prospectus, Registration Statement or amendment or supplement thereto is filed, (ii) any Registration Statement, or any post-effective amendment thereto, becomes effective,
(iii) the SEC or any other federal or state governmental authority requests any amendment or supplement to, or any additional information in respect of, any Registration Statement or Prospectus, (iv) the SEC or any other federal or state
governmental authority issues any stop order suspending the effectiveness of a Registration Statement or initiates any proceedings for that purpose, (v) BGC Partners receives any notice that the qualification of any Registrable Securities for
sale in any jurisdiction has been suspended or that any proceeding has been initiated for the purpose of suspending such qualification, (vi) upon the discovery of any event which requires that any changes be made in such Registration Statement
or any related Prospectus so that such Registration Statement or Prospectus will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not
misleading, in light of the circumstances under which they were made; provided, however, that in the case of this subclause (vi), such notice need only state that an event of such nature has occurred, without describing such event, or
(vii) of the determination by counsel of BGC Partners that a post-effective amendment to a Restriction Statement is advisable. BGC Partners hereby agrees to promptly reimburse any selling Holders for any reasonable out-of-pocket losses and
expenses incurred in connection with any uncompleted sale of any Registrable Securities in the event that BGC Partners fails to timely notify such Holder that the Registration Statement then on file with the SEC is no longer effective; 

(d) to make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement,
or the qualification of any Registrable Securities for sale in any jurisdiction, at the earliest reasonably practicable moment; 
 (e) if requested by the managing underwriter(s), if any, or any Holder of Registrable Securities being sold in connection with an underwritten offering, to incorporate into

  

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a Prospectus supplement or a post-effective amendment to the Registration Statement any information which the managing underwriter(s), such Holder and BGC Partners reasonably agree is required to
be included therein relating to such sale of Registrable Securities; and to file such supplement or post-effective amendment as soon as practicable in accordance with the Securities Act and the rules and regulations promulgated thereunder;

 (f) to furnish to each selling Holder and each managing underwriter, if any, one signed copy of the Registration
Statement or Registration Statements, any Company Free Writing Prospectus, and any post-effective amendment thereto, including all financial statements and schedules thereto, all documents incorporated therein by reference and all exhibits thereto
(including exhibits incorporated by reference) as promptly as practicable after filing such documents with the SEC; 
 (g) to deliver to each selling Holder and each underwriter, if any, as many copies of the Prospectus or Prospectuses (including each preliminary Prospectus) and any amendment, supplement or exhibit thereto as such Persons may
reasonably request; and to consent to the use of such Prospectus or any amendment, supplement or exhibit thereto by each such selling Holder and underwriter, if any, in connection with the offering and sale of the Registrable Securities covered by
such Prospectus, amendment, supplement or exhibit in each case in accordance with the intended method or methods of disposition thereof; 
 (h) prior to any public offering of Registrable Securities, to register or qualify, or to cooperate with the selling Holders, the underwriter(s), if any, and their respective counsel in connection
with the registration or qualification of, such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as may be requested by the Holders of a majority of the Registrable Securities included in such
Registration Statement; to keep each such registration or qualification effective during the period that the applicable Registration Statement is required to be kept effective pursuant to this Agreement; and to do any and all other acts or things
necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by such Registration Statement; provided, however, that BGC Partners will not be required to qualify generally to do business in any
jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process in any jurisdiction where it is not then so subject; 
 (i) to furnish to counsel selected by the Holders, prior to the filing of a Registration Statement or Prospectus or any supplement or
post-effective amendment or any Company Free Writing Prospectus thereto with the SEC, copies of such documents and with a reasonable and appropriate opportunity to review and comment on such documents, subject to such documents being under BGC
Partner’s control; 
 (j) to cooperate with the selling Holders and the underwriter(s), if any, in the preparation and
delivery of notes or certificates representing the Registrable Securities to be sold, such certificates to be in such denominations and registered in such names as such selling Holders or managing underwriter(s) may request at least five
(5) Business Days prior to any sale of Registrable Securities represented by such certificates; 
  

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 (k) subject to Section 3.3 hereof, upon the occurrence of any event described in
clause (vi) of Section 3.1(c) above, to promptly prepare and file a supplement or post-effective amendment to the applicable Registration Statement or Prospectus or any document incorporated therein by reference, and any other required
documents, so that such Registration Statement and Prospectus will not thereafter contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading, in light of the
circumstances under which they were made, and to cause such supplement or post-effective amendment to become effective as soon as practicable; 
 (l) to take all other actions in connection therewith as are reasonably necessary or desirable in order to expedite or facilitate the disposition of the Registrable Securities included in such
Registration Statement and, in the case of any underwritten offering: (i) to enter into an underwriting agreement in customary form with the managing underwriter(s) (such agreement to contain standard and customary indemnities, representations,
warranties and other agreements of or from BGC Partners, as the case may be); (ii) to obtain opinions of counsel to BGC Partners (which (if reasonably acceptable to the underwriter(s)) may be BGC Partners’ inside counsel) addressed to the
underwriter(s), such opinions to be in customary form; and (iii) to obtain “comfort” letters from BGC Partners’ independent certified public accountants addressed to the underwriter(s), such letters to be in customary form;

 (m) with respect to each BGC Partners Free Writing Prospectus or other materials to be included in the Disclosure
Package, ensure that no Registrable Securities be sold “by means of” (as defined in Rule 159A(b) promulgated under the Securities Act) such BGC Partners Free Writing Prospectus or other materials without the Investor having first been
provided with a reasonable opportunity to review and comment on such documents; 
 (n) within the deadlines specified by
the Securities Act, make all required filings of all Prospectuses and BGC Partners Free Writing Prospectuses with the SEC; 
 (o) to make available for inspection by any selling Holder of Registrable Securities, any underwriter(s) participating in any disposition pursuant to such Registration Statement, and any attorney, accountant or other agent retained by
any such selling Holder or underwriter(s) all reasonably requested financial and other records, pertinent corporate documents and properties of BGC Partners and to cause BGC Partners’ officers, directors, employees, attorneys and independent
accountants to supply all information reasonably requested by any such selling Holders, underwriter(s), attorneys, accountants or agents in connection with such Registration Statement (each selling Holder of Registrable Securities agrees, on its own
behalf and on behalf of all its underwriter(s), accountants, attorneys and agents, that the information obtained by it as a result of such inspections shall be kept confidential by it and, except as required by law, not disclosed by it, in each case
unless and until such information is made generally available to the public other than by such selling Holder; and each selling Holder of Registrable Securities further agrees, on its own behalf and on behalf of all its underwriter(s), accountants,
attorneys and agents, that it will, upon learning that disclosure of such information is sought in a court of competent jurisdiction, promptly give notice to BGC Partners and allow BGC Partners at its expense, to undertake appropriate action to
prevent disclosure of the information deemed confidential); 
  

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 (p) to consider in good faith any reasonable request of the selling Holders and any
underwriters for the participation of management of BGC Partners in “road shows” and similar sales events; and 
 (q) reasonably cooperate with the selling Holders and each underwriter, if any, or agent participating in the disposition of such Registrable Securities and their respective counsel, in connection with any filings required to be made
by the Financial Industry Regulatory Authority. 
 Section 3.2 Holders’ Obligation to Furnish Information. BGC
Partners may require each Holder of Registrable Securities as to which any registration is being effected to furnish to BGC Partners such information regarding the distribution of such Registrable Securities as BGC Partners may from time to time
reasonably request in writing. 
 Section 3.3 Suspension of Sales Pending Amendment of Prospectus. Each Holder
shall, upon receipt of any notice from BGC Partners of the happening of any event of the kind described in clauses (iii)-(vi) of Section 3.1(c) above, suspend the disposition of any Registrable Securities covered by such Registration
Statement or Prospectus until such Holder’s receipt of the copies of a supplemented or amended Prospectus or until it is advised in writing by BGC Partners that the use of the applicable Prospectus may be resumed, and, if so directed by BGC
Partners such Holder will deliver to BGC Partners all copies, other than permanent file copies, then in such Holder’s possession of any Prospectus covering such Registrable Securities. 
 Article IV 
 Registration Expenses 
 Section 4.1 Registration Expenses. Except as otherwise expressly provided herein to the contrary, all reasonable and documented
expenses incident to BGC Partners’ performance of or compliance with its obligations under this Agreement, including without limitation all (i) registration and filing fees, (ii) fees and expenses of compliance with securities or blue
sky laws, (iii) printing expenses, (iv) fees and disbursements of its counsel and its independent certified public accountants (including the expenses of any special audit or “comfort” letters required by or incident to such
performance or compliance), (v) securities acts liability insurance (if BGC Partners elects to obtain such insurance) and (vi) the expenses and fees for listing securities to be registered on each securities exchange on which Registrable
Securities are then listed, shall be borne by BGC Partners (all such expenses being herein referred to as “Registration Expenses”); provided, however, that Registration Expenses shall not include any underwriting
discounts, or commissions or transfer taxes, which underwriting discounts, commissions and transfer taxes shall in all cases be borne solely by the Holders. 
 Article V 
 Indemnification 
 Section 5.1 Indemnification by BGC Partners. In the event of any registration of any securities of BGC Partners under the
Securities Act pursuant to Article II hereof, BGC Partners will, and hereby does, indemnify and hold harmless each selling Holder of any Registrable Securities covered by such Registration Statement, its directors, officers and agents and each

  

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other Person, if any, who controls such selling Holder within the meaning of Section 15 of the Securities Act (each such selling Holder and such other Persons, collectively, “Holder
Covered Persons”), against any and all out-of-pocket losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and expenses) actually incurred by such Holder Covered Person under the Securities Act, common
law or otherwise (collectively, “Damages”), to the extent that such Damages (or actions or proceedings in respect thereof) arise out of or result from (i) any untrue statement or alleged untrue statement of a material fact
contained in the Disclosure Package, any Registration Statement, the Prospectus, or in any amendment or supplement thereto, under which such securities were registered under the Securities Act or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact
contained in any preliminary Prospectus, together with the documents incorporated by reference therein (as amended or supplemented if BGC Partners shall have filed with the SEC any amendment thereof or supplement thereto), if used prior to the
effective date of such Registration Statement, or contained in the Prospectus, together with the documents incorporated by reference therein (as amended or supplemented if BGC Partners shall have filed with the SEC any amendment thereof or
supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading;
provided, however, that BGC Partners shall not be liable to any Holder Covered Person in any such case to the extent that any such Damage (or action or proceeding in respect thereof) arises out of or relates to any untrue statement or
alleged untrue statement or omission or alleged omission made in such Registration Statement or amendment thereof or supplement thereto or in any such preliminary, final or summary Prospectus in reliance upon and in conformity with written
information furnished to BGC Partners by or on behalf of any such Holder Covered Person for use in the preparation thereof. 
 Section 5.2 Indemnification by the Selling Holders. In consideration of BGC Partners’ including any Registrable Securities in any Registration Statement filed in accordance with Article II, each Holder selling Registrable
Securities under such Registration Statement shall be deemed to have agreed to indemnify and hold harmless, jointly and severally (in the same manner and to the same extent as set forth in Section 5.1 hereof) BGC Partners, its directors,
officers, managing directors and agents and each Person controlling BGC Partners within the meaning of Section 15 of the Securities Act (each, a “BGC Partners Person”) against any and all Damages, to the extent that such
Damages (or actions or proceedings in respect thereof) arise out of or are related to any statement or alleged statement in or omission or alleged omission from the Disclosure Package, such Registration Statement, any preliminary, final or summary
Prospectus contained therein, the Holder Free Writing Prospectus or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information
furnished to BGC Partners or its representatives by or on behalf of any selling Holder for use in the preparation of such Disclosure Package document, such Registration Statement, such preliminary, final or summary Prospectus, such Holder Free
Writing Prospectus or amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of BGC Partners or any of its directors, officers or controlling Persons. BGC Partners
may require as a condition to its including Registrable Securities in any Registration Statement filed hereunder that each such selling Holder acknowledge its agreement to be bound by the provisions of this Agreement (including Article V) applicable
to it. 
  

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 Section 5.3 Notices of Claims. Promptly after receipt by a Holder Covered Person
or a BGC Partners Covered Person (each, an “Indemnified Party”) of written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Article V, such
Indemnified Party will, if a claim in respect thereof is to be made against, respectively, BGC Partners, on the one hand, or any selling Holder, on the other hand (such Person or Persons, the “Indemnifying Party”), give written
notice to the latter of the commencement of such action; provided, however, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its or their obligations under this
Article V, except to the extent that the Indemnifying Party is actually materially prejudiced by such failure to give notice, and in no event shall such failure relieve the Indemnifying Party from any other liability which it may have to such
Indemnified Party. If any such claim or action shall be brought against an Indemnified Party, and it shall notify the Indemnifying Party thereof, the Indemnifying Party shall be entitled to participate therein, and, to the extent that it wishes, to
assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party, and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense thereof, the Indemnifying Party shall not be
liable to such Indemnified Party under this Article V for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable cost of investigation; provided,
further, that if, in the Indemnified Party’s reasonable judgment, a conflict of interest between the Indemnified Party and the Indemnifying Party exists in respect of such claim, then such Indemnified Party shall have the right to
participate in the defense of such claim and to employ one firm of attorneys at the Indemnifying Party’s expense to represent such Indemnified Party. No Indemnified Party will consent to entry of any judgment or enter into any settlement
without the Indemnifying Party’s written consent to such judgment or settlement, which shall not be unreasonably withheld. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent to entry of any judgment
or enter into any settlement in respect of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such
Indemnified Party from all liability arising out of such claim or proceeding. 
 Section 5.4 Contribution. If the
indemnification provided for in this Article V is unavailable or insufficient to hold harmless an Indemnified Party under this Article V, then each Indemnifying Party shall have a joint and several obligation to contribute to the amount paid or
payable by such Indemnified Party as a result of the Damages referred to in this Article V in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and the Indemnified Party on the other hand in
connection with the offering which resulted in such Damages, as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether an untrue or alleged untrue statement of a
material fact or an omission or alleged omission to state a material fact relates to information supplied by the Indemnifying Party or the Indemnified Party and the parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such untrue statements or omission. BGC Partners and the Holders (in consideration of BGC Partners’ including any Registrable Securities in any Registration Statement filed in accordance with Article II hereof)

  

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shall be deemed to have agreed, that it would not be just and equitable if contributions pursuant to this Section 5.4 were to be determined by pro rata allocation or by any other method or
allocation which does not take account of the equitable considerations referred to in the first sentence of this Section 5.4. The amount paid by an Indemnified Party as a result of the Damages referred to in the first sentence of this
Section 5.4 shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any action or claim (which shall be limited as provided in Section 5.3 if the
Indemnifying Party has assumed the defense of any such action in accordance with the provisions thereof) which is the subject of this Section 5.4. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Promptly after receipt by an Indemnified Party under this Section 5.4 of notice of the commencement of any action against
such party in respect of which a claim for contribution has been made against an Indemnifying Party under this Section 5.4, such Indemnified Party shall notify the Indemnifying Party in writing of the commencement thereof if the notice
specified in Section 5.3 has not been given with respect to such action; provided, however, that the omission so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which it may have to any
Indemnified Party otherwise under this Section 5.4, except to the extent that the Indemnifying Party is actually materially prejudiced by such failure to give notice, and in no event shall such failure relieve the Indemnifying Party from any
other liability which it may have to such Indemnified Party. 
 Article VI 
 Underwritten Registrations 
 Section 6.1 Selection of Underwriter(s). In each registration under Section 2.2 of this Agreement, the underwriter or underwriters and managing underwriter or managing underwriters that
will administer the offering shall be selected by BGC Partners, as the case may be, provided, however, that in the case of a registration under Section 2.2 of this Agreement, such underwriter(s) and managing underwriter(s) shall
be subject to the approval of the Holders of a majority in aggregate amount of Registrable Securities included in such offering, which approval shall not be unreasonably withheld or delayed. 
 Section 6.2 Agreements of Selling Holders. No Holder shall sell any of its Registrable Securities in any underwritten offering
pursuant to a registration hereunder unless such Holder (a) agrees to sell such Registrable Securities on a basis provided in any underwriting agreement in customary form, including the making of customary representations, warranties and
indemnities and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting agreements or as reasonably requested by BGC Partners
(whether or not such offering is underwritten). 
  

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 Article VII 
 Representations and Warranties 
 Section
7.1 Representations and Warranties of the Parties. BGC Partners hereby represents and warrants to each Investor, and each Investor hereby represents and warrants to BGC Partners, as follows: 
 (a) The execution, delivery and performance by the representing party of this Agreement and the consummation by the representing party
of the transactions contemplated by this Agreement are, if applicable, within its corporate powers and have been duly authorized by all necessary corporate or other action on its part. This Agreement constitutes a legal, valid and binding agreement
of the representing party enforceable against it in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting
creditor’s rights and to general equity principles (it being understood that such exception shall not in itself be construed to mean that the Agreement is not enforceable in accordance with its terms). 
 (b) The execution, delivery or performance of this Agreement by the representing party and the consummation by it of the transactions
contemplated hereby do not and will not, if applicable, contravene or conflict with the representing party’s certificate of incorporation, bylaws or similar governing documents or conflict with, result in a breach or constitute a default under
any statute, loan agreement, mortgage, indenture, deed or other agreement to which it is a party or to which any of its properties is subject, except in each case as would not reasonably be expected to have a material adverse effect on such
representing party. 
 Article VIII 
 Effectiveness and Termination 
 Section 8.1 Effectiveness. This
Agreement shall take effect on the date hereof and shall remain in effect until it is terminated pursuant to Section 8.2 hereof. 
 Section 8.2 Termination. Other than the termination provisions applicable to particular Sections of this Agreement that are specifically provided elsewhere in this Agreement, this Agreement shall terminate upon the earliest to
occur of the following (a) the mutual written agreement of the parties hereto at any time to terminate this Agreement, and (b) the date on which no Registrable Securities shall remain outstanding. 
 Article IX 
 Miscellaneous 
 Section 9.1 Interpretation. Article, Section, paragraph or clause references not
attributed to a particular document shall be reference to such parts of this Agreement, and all exhibit, annex and schedule references not attributed to a particular document shall be references to such exhibits, annexes and schedules to this
Agreement. All references to instruments, documents, contracts, and agreements are references to such instruments, documents, contracts, and agreements as the same may be amended, supplemented, and otherwise modified from time to time. The word
“or” is not exclusive unless the context clearly requires otherwise. The words “including,” “includes,” “included” and “include” are deemed to be followed by the
words

  

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“without limitation.” Definitions in this Agreement apply equally to both the singular and plural forms of the defined terms. References to the masculine gender include the
feminine gender. The section, paragraph, clause and article headings contained in this Agreement are inserted for convenience of reference only and will not affect the meaning or interpretation of this Agreement. The terms “herein,”
“hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular article, section, paragraph or subdivision. 
 Section 9.2 Amendments and Waivers. This Agreement may be amended, and waivers or consents to departures from the provisions
hereof may be given, only by a written instrument duly executed, in the case of an amendment, by all of the parties hereto, or in the case of a waiver or consent, by the party against whom the waiver or consent, as the case may be, is to be
effective. 
 Section 9.3 Successors and Assigns. This Agreement shall be binding upon and shall inure to the
benefit of BGC Partners and the Holders and their respective successors, assigns and transferees; provided that this Agreement or any rights or obligations hereunder may not be assigned or transferred without the written consent of the other
party hereto. Notwithstanding the foregoing, the registration rights of any Holder under this Agreement may be assigned without the written consent of BGC Partners to any pledgee or other successors in interest that receives Registrable Securities
by pledge, distribution or other non-sale related transfer from any Holder. 
 Section 9.4 Integration. This
Agreement and the documents referred to herein or delivered pursuant hereto that form a part hereof contain the entire understanding of BGC Partners and the Investor with respect to its subject matter. There are no restrictions, agreements,
promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein. This Agreement supersedes all prior agreements and understandings between BGC Partners and the
Holders with respect to its subject matter. 
 Section 9.5 Notices. All notices and other communications to be given
to any Party hereunder shall be sufficiently given for all purposes hereunder if in writing and delivered by hand, courier or overnight delivery service or three days after being mailed by certified or registered mail, return receipt requested, with
appropriate postage prepaid, or when received in the form of a telegram or facsimile and shall be directed to the address set forth below (or at such other address or facsimile number as such Party shall designate by like notice): 
 If to the Investor: 
  

	
	c/o Cantor Fitzgerald, L.P.
	110 East 59th Street
	New York, New York 10022
	Attention:    General Counsel
	Fax No:        (212) 829-4708

  

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	With a copy to:
	
	Morgan, Lewis & Bockius LLP
	101 Park Avenue New York,
	New York 10178
	Attention:    Christopher T. Jensen, Esq.
	Fax No:        (212) 309-6001

 If to BGC Partners: 
  

	
	BGC Partners, Inc.
	499 Park Avenue
	New York, New York 10022
	Attention:    General Counsel
	Fax No:        (212) 829-4708
	
	With a copy to:
	
	Debevoise & Plimpton LLP
	919 Third Avenue
	New York, New York 10022
	Attention:    William D. Regner, Esq.
	Fax No:        (212) 909-6836

 All such notices, demands and other communications shall be deemed to have been duly given when delivered by hand, if personally delivered; when delivered by courier, if delivered by commercial courier
service; five (5) Business Days after being deposited in the mail, postage prepaid, if mailed; and when receipt is mechanically acknowledged, if telecopied. Any Party may by notice given in accordance with this Section 9.5 designate
another address or Person for receipt of notices hereunder. 
 Section 9.6 Survival. The representations and
warranties made herein shall survive through the term of this Agreement. 
 Section 9.7 Severability. In the event
that any one or more of the provisions hereof is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision, in every other respect and of the remaining provisions hereof
shall not be in any way impaired, it being intended that all rights, powers and privileges of BGC Partners and the Investor shall be enforceable to the fullest extent permitted by law. 
 Section 9.8 Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto and supersede all prior
agreements and undertakings, both written and oral, among the parties hereto, or any of them, with respect to the subject matter hereof. 
 Section 9.9 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their permitted assigns, and nothing herein expressed or implied shall give or be
construed to give to any Person, other than the parties hereto and such assigns, any legal or equitable rights hereunder. 
  

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 Section 9.10 Governing Law. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF. Each of BGC Partners and the Investor agrees that all actions or proceedings arising out of or in connection with
this Agreement, or for recognition and enforcement of any judgment arising out of or in connection with this Agreement, shall be tried and determined exclusively in the state or federal courts in the State of New York, and each of BGC Partners and
the Investor hereby irrevocably submits with regard to any such action or proceeding for itself and with respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts. Each of BGC Partners and the
Investor hereby expressly waives any right it may have to assert, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such action or proceeding: (a) any claim that it is not subject to personal
jurisdiction in the aforesaid courts for any reason; (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts; and (c) that (i) any of the aforesaid courts
is an inconvenient or inappropriate forum for such action or proceeding, (ii) venue is not proper in any of the aforesaid courts, and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by any of the aforesaid
courts. 
 Section 9.11 Counterparts. This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same instrument. 
 [Remainder of page left
intentionally blank] 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the
date set forth above. 
  

					
	BGC PARTNERS, INC.
		
	By:	 	 /s/ Stephen M. Merkel

		 	Name:	 	Stephen M. Merkel
		 	Title:	 	 Executive Vice President, General
 Counsel & Secretary

	
	INVESTOR:
	
	CANTOR FITZGERALD, L.P.
		
	By:	 	 /s/ Stephen M. Merkel

		 	Name:	 	Stephen M. Merkel
		 	Title:	 	Executive Managing Director


 [Signature Page to Registration Rights Agreement, dated as of April 1, 2010, 
 by and between
BGC Partners, Inc. and the Investor listed herein]