Exhibit 10.4


 





 



 


TAX RECEIVABLE AGREEMENT


 


by and among


 


TRADEWEB MARKETS INC.


 


TRADEWEB MARKETS LLC


 


and


 


THE MEMBERS OF TRADEWEB MARKETS LLC


FROM TIME TO TIME PARTY HERETO


 


Dated as of [·],
2019


 





 



 




      


     


    

 


CONTENTS


 





	 	 	Page
	 	 	 
	Article I. DEFINITIONS	2
	Section 1.1	Definitions	2
	Section 1.2	Rules of Construction	10
	 	 	 
	Article II. DETERMINATION OF REALIZED TAX BENEFIT	11
	Section 2.1	Basis Adjustments; TWM LLC 754 Election.	11
	Section 2.2	Basis Schedules	11
	Section 2.3	Tax Benefit Schedules.	12
	Section 2.4	Procedures; Amendments.	13
	 	 	 
	Article III. TAX BENEFIT PAYMENTS	14
	Section 3.1	Timing and Amount of Tax Benefit Payments.	14
	Section 3.2	No Duplicative Payments	16
	Section 3.3	Pro-Ration of Payments as Between the Members.	16
	 	 	 
	Article IV. TERMINATION	17
	Section 4.1	Early Termination of Agreement; Breach of Agreement.	17
	Section 4.2	Early Termination Notice	19
	Section 4.3	Payment Upon Early Termination.	19
	 	 	 
	Article V. SUBORDINATION AND LATE PAYMENTS	19
	Section 5.1	Subordination	19
	Section 5.2	Late Payments by the Corporation	20
	 	 	 
	Article VI. TAX MATTERS; CONSISTENCY; COOPERATION	20
	Section 6.1	Participation in the Corporation’s and TWM LLC’s Tax Matters	20
	Section 6.2	Consistency	20
	Section 6.3	Cooperation.	20
	 	 	 
	Article VII. MISCELLANEOUS	21
	Section 7.1	Notices	21
	Section 7.2	Counterparts	22
	Section 7.3	Entire Agreement; No Third Party Beneficiaries	22
	Section 7.4	Governing Law	22
	Section 7.5	Severability	22
	Section 7.6	Assignments; Amendments; Successors; No Waiver.	22
	Section 7.7	Titles and Subtitles	23
	Section 7.8	Resolution of Disputes.	23
	Section 7.9	Reconciliation	25
	Section 7.10	Withholding	25
	Section 7.11	Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets.	25



 






    i


     


    

 


	Section 7.12	Confidentiality	26
	Section 7.13	Change in Law	27
	Section 7.14	Interest Rate Limitation	27
	Section 7.15	Independent Nature of Rights and Obligations	27










 


	Exhibits	 	 
	 	 	 
	Exhibit A	-	Form of Joinder Agreement


 




    ii


     


    

  


TAX RECEIVABLE AGREEMENT


 


This TAX RECEIVABLE AGREEMENT (this “Agreement”),
dated as of [·], 2019, is hereby entered into by and among Tradeweb Markets Inc.,
a Delaware corporation (the “Corporation”), Tradeweb Markets LLC, a Delaware limited liability company (“TWM
LLC”) and each of the Members from time to time party hereto. Capitalized terms used but not otherwise defined herein
have the respective meanings set forth in Section 1.1.


 


RECITALS


 


WHEREAS, TWM LLC is treated as a partnership
for U.S. federal income tax purposes;


 


WHEREAS, each of the members of TWM LLC
as of the date hereof other than the Corporation (such members, together with each other Person who becomes a party hereto by satisfying
the Joinder Requirement, the “Members”) owns (or, in the case of such other Persons, will own or formerly owned,
in each case, directly or indirectly) common limited liability company interests in TWM LLC (the “Units”);


 


WHEREAS, the Corporation is the managing
member of TWM LLC, and the registered owner of Units;


 


WHEREAS, on the date hereof, the Corporation
issued shares of its Class A Common Stock to certain purchasers in an initial public offering of its Class A Common Stock (the
“IPO”);


 


WHEREAS, on the date hereof, the Corporation
acquired Units directly from certain Members using proceeds from the IPO;


 


WHEREAS, on and after the date hereof, pursuant
to Article XI of the LLC Agreement, each Member has the right, in its sole discretion, from time to time to have all or a portion
of its Units redeemed by TWM LLC for Class A Common Stock or Class B Common Stock, or, at the Corporation’s election, cash
(in each case, a “Redemption”); provided that, at the election of the Corporation in its sole discretion,
the Corporation may effect a direct exchange of such cash or shares of Class A Common Stock or Class B Common Stock for such Units
(a “Direct Exchange”);


 


WHEREAS, TWM LLC and any direct or indirect
subsidiary (owned through a chain of pass-through entities) of TWM LLC that is treated as a partnership for U.S. federal income
tax purposes (together with TWM LLC and any direct or indirect subsidiary (owned through a chain of pass-through entities) of TWM
LLC that is treated as a disregarded entity for U.S. federal income tax purposes, (the “TWM LLC Group”) will
have in effect an election under Section 754 of the Code (as defined herein) as provided under Section 2.1(b) for the Taxable
Year (as defined herein) in which any Exchange (as defined below) occurs, which election will result in an adjustment to the Corporation’s
share of the tax basis of the assets owned by the TWM LLC Group as of the date of the Exchange, with a consequent result on the
taxable income subsequently derived therefrom; and




      


     


    

 


WHEREAS, the parties to this Agreement desire
to provide for certain payments and make certain arrangements with respect to any tax benefits to be derived by the Corporation
as the result of Exchanges and making payments under this Agreement, and to ease administrative burdens, an assumed tax rate shall
be used to approximate the Corporation’s state and local liabilities for Covered Taxes (as defined herein) without regard
to such tax benefits for each Taxable Year.


 


NOW, THEREFORE, in consideration of the
foregoing and the respective covenants and agreements set forth herein, and intending to be legally bound hereby, the parties hereto
agree as follows:


 


Article
I.

DEFINITIONS


 


Section 1.1       Definitions.
As used in this Agreement, the terms set forth in this Article I shall have the following meanings (such meanings to be
equally applicable to both (i) the singular and plural and (ii) the active and passive forms of the terms defined).


 


“Actual Interest Amount”
is defined in Section 3.1(b)(vii) of this Agreement.


 


“Actual Tax Liability”
means, with respect to any Taxable Year, the sum of (i) the actual liability for Covered Taxes of the Corporation (a) appearing
on the U.S. federal income Tax Return of the Corporation for such Taxable Year and (b) if applicable, determined in accordance
with a Determination (including interest imposed in respect thereof under applicable law) and (ii) the product of (a) the amount
of the U.S. federal income or gain for such Taxable Year reported on the U.S. federal income Tax Return of the Corporation and
(b) the Blended Rate.


 


“Advisory Firm” means
an accounting firm that is nationally recognized as being expert in Covered Tax matters, selected by the Corporation.


 


“Advisory Firm Letter”
means a letter prepared by the Advisory Firm (at the expense of the Corporation) stating that the relevant Schedules, notices or
other information to be provided by the Corporation to the Members, along with all supporting schedules and work papers, were prepared
in a manner that is consistent with the terms of this Agreement and, to the extent not expressly provided in this Agreement, on
a reasonable basis in light of the facts and law in existence on the date such Schedules, notices or other information were delivered
to the Members.


 


“Affiliate” means, with
respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled
by, or is under common Control with, such first Person.


 


“Agreed Rate” means LIBOR
plus 100 basis points.


 


“Agreement” is defined
in the preamble.


 


“Amended Schedule” is
defined in Section 2.4(b) of this Agreement.


 




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“Attributable” is defined
in Section 3.1(b)(i) of this Agreement.


 


“Audit Committee” means
the audit committee of the Board.


 


“Basis Adjustment” means
the increase or decrease to, or the Corporation’s share of, the tax basis of the Reference Assets (i) under Section 734(b)
(but only to the extent that an Exchange is treated as an event that gives rise to such adjustment), 743(b), 754 and 755 of the
Code and, in each case, the comparable sections of U.S. state and local tax law (in situations where, following an Exchange, TWM
LLC remains in existence as an entity for tax purposes) and (ii) under Sections 732 and 1012 of the Code and, in each case, the
comparable sections of U.S. state and local tax law (in situations where, as a result of one or more Exchanges, TWM LLC becomes
an entity that is disregarded as separate from its owner for tax purposes), in each case, as a result of any Exchange and any payments
made under this Agreement. Notwithstanding any other provision of this Agreement, the amount of any Basis Adjustment resulting
from an Exchange of one or more Units shall be determined without regard to any Pre-Exchange Transfer of such Units and as if any
such Pre-Exchange Transfer had not occurred to the extent that such Pre-Exchange Transfer resulted in an increase to the tax basis
of any Reference Assets under Section 743(b) of the Code.


 


“Basis Schedule” is defined
in Section 2.2 of this Agreement.


 


“Beneficial Owner” means,
with respect to any security, a Person who directly or indirectly, through any contract, arrangement, understanding, relationship
or otherwise, has or shares: (i) voting power, which includes the power to vote, or to direct the voting of, with respect to such
security and/or (ii) investment power, which includes the power to dispose of, or to direct the disposition of, such security.


 


“Blended Rate” means,
with respect to any Taxable Year, the sum of the maximum effective rates of tax imposed on the aggregate net income of the Corporation
in each state or local jurisdiction in which the Corporation files Tax Returns for such Taxable Year, with the maximum effective
rate in any state or local jurisdiction being equal to the product of: (i) the apportionment factor on the income or franchise
Tax Return filed by the Corporation in such jurisdiction for such Taxable Year, and (ii) the maximum applicable corporate tax rate
in effect in such jurisdiction in such Taxable Year. As an illustration of the calculation of Blended Rate for a Taxable Year,
if the Corporation solely files Tax Returns in State 1 and State 2 in a Taxable Year, the maximum applicable corporate tax rates
in effect in such states in such Taxable Year are 6.5% and 5.5%, respectively, and the apportionment factors for such States in
such Taxable Year are 55% and 45%, respectively, then the Blended Rate for such Taxable Year is equal to 6.05% (i.e., 6.5% times
55% plus 5.5% times 45%).


 


“Board” means the Board
of Directors of the Corporation.


 


“Business Day” means
any day excluding Saturday, Sunday and any day that is a legal holiday under the laws of the State of New York or is a day on which
banking institutions located in New York are closed.


 


“Change of Control” means
the occurrence of any of the following events:


 




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(1)            any
“person” or “group” (within the meaning of Sections 13(d) and 14(d) of the Exchange Act (excluding any
Permitted Holder) becomes the Beneficial Owner of securities of the Corporation representing more than fifty percent (50%) of the
combined voting power of the Corporation’s then outstanding voting securities; or


 


(2)            the
shareholders of the Corporation approve a plan of complete liquidation or dissolution of the Corporation or there is consummated
an agreement or series of related agreements for the sale or other disposition, directly, or indirectly, by the Corporation of
all or substantially all of the Corporation’s assets (including through a sale of assets of TWM LLC), other than such sale
or other disposition by the Corporation of all or substantially all of the Corporation’s assets to any Permitted Holder or
to an entity at least fifty percent (50%) of the combined voting power of the voting securities of which are owned by shareholders
of the Corporation in substantially the same proportions as their ownership of the Corporation immediately prior to such sale.


 


Notwithstanding the foregoing, a “Change of
Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions
immediately following which (i) the record holders of the Class A Common Stock, Class B Common Stock, Class C Common Stock and
Class D Common Stock of the Corporation immediately prior to such transaction or series of transactions continue to have substantially
the same proportionate ownership in and voting control over, and own substantially all of the shares of, an entity which owns all
or substantially all of the assets of the Corporation immediately following such transaction or series of transactions or (ii)
the Beneficial Ownership of securities of the Corporation changes solely due to changes in the Beneficial Ownership of securities
of a Permitted Holder.


 


“Class A Common Stock”
means the Class A Common Stock, par value $0.01 per share, of the Corporation.


 


“Class B Common Stock”
means the Class B Common Stock, par value $0.01 per share, of the Corporation.


 


“Class C Common Stock”
means the Class C Common Stock, par value $0.01 per share, of the Corporation.


 


“Class D Common Stock”
means the Class D Common Stock, par value $0.01 per share, of the Corporation.


 


“Code” means the U.S.
Internal Revenue Code of 1986, as amended.


 


“Control” means the possession,
direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership
of voting securities, by contract or otherwise.


 


“Corporation” is defined
in the preamble to this Agreement.


 


“Covered Taxes” means
any and all U.S. federal, state and local taxes, assessments or similar charges that are based on or measured with respect to net
income or profits, whether as an exclusive or an alternative basis (including for the avoidance of doubt, franchise taxes), and
any interest imposed in respect thereof under applicable law.


 




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“Cumulative Net Realized Tax Benefit”
is defined in Section 3.1(b)(iii) of this Agreement.


 


“Default Rate” means
LIBOR plus 500 basis points.


 


“Default Rate Interest”
is defined in Section 3.1(b)(ix) of this Agreement.


 


“Determination” shall
have the meaning ascribed to such term in Section 1313(a) of the Code or similar provision of U.S. state or local tax law, as applicable,
or any other event (including the execution of IRS Form 870-AD) that finally and conclusively establishes the amount of any liability
for tax.


 


“Direct Exchange” is
defined in the recitals to this Agreement.


 


“Dispute” is defined
in Section 7.8(a) of this Agreement.


 


“Early Termination Effective Date”
means the date of an Early Termination Notice for purposes of determining the Early Termination Payment.


 


“Early Termination Notice”
is defined in Section 4.2 of this Agreement.


 


“Early Termination Payment”
is defined in Section 4.3(b) of this Agreement.


 


“Early Termination Rate”
means the Agreed Rate.


 


“Early Termination Reference Date”
is defined in Section 4.2 of this Agreement.


 


“Early Termination Schedule”
is defined in Section 4.2 of this Agreement.


 


“Exchange” means (i)
any Direct Exchange, (ii) any Redemption or (iii) any other transaction (including using proceeds of the IPO) or any distribution
by TWM LLC that, in each case, results in an adjustment under Sections 743(b) or 1012 of the Code with respect to the TWM LLC Group.


 


“Exchange Act” means
the Securities and Exchange Act of 1934, as amended, or any successor provisions thereto.


 


“Exchange Date” means
the date of any Exchange.


 


“Expert” is defined in
Section 7.9 of this Agreement.


 


“Extension Rate Interest”
is defined in Section 3.1(b)(viii) of this Agreement.


 


“Final Payment Date”
means any date on which a payment is required to be made pursuant to this Agreement. For the avoidance of doubt, the Final Payment
Date in respect of a Tax Benefit Payment is determined pursuant to Section 3.1(a) of this Agreement.


 




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“Hypothetical Federal Tax Liability”
means, with respect to any Taxable Year, the hypothetical liability of the Corporation that would arise in respect of U.S. federal
Covered Taxes, using the same methods, elections, conventions and similar practices used on the actual relevant U.S. federal Tax
Returns of the Corporation but (i) calculating depreciation, amortization, or other similar deductions, or otherwise calculating
any items of income, gain, or loss, using the Non-Adjusted Tax Basis as reflected on the Basis Schedule, including amendments thereto
for such Taxable Year, (ii) excluding any deduction attributable to Imputed Interest for such Taxable Year and (iii) deducting
the Hypothetical Other Tax Liability (rather than any amount for state and local tax liabilities) for such Taxable Year . For the
avoidance of doubt, the Hypothetical Federal Tax Liability shall be determined without taking into account the carryover or carryback
of any tax item (or portions thereof) that is attributable to any of the items described in clauses (i), (ii) and (iii) of the
previous sentence.


 


“Hypothetical Other Tax Liability”
means, with respect to any Taxable Year, U.S. federal taxable income determined in connection with calculating the Hypothetical
Federal Tax Liability for such Taxable Year (determined without regard to clause (iii) thereof) multiplied by the Blended Rate
for such Taxable Year.


 


“Hypothetical Tax Liability”
means, with respect to any Taxable Year, the Hypothetical Federal Tax Liability for such Taxable Year, plus the Hypothetical Other
Tax Liability for such Taxable Year.


 


“Imputed Interest” is
defined in Section 3.1(b)(vi) of this Agreement.


 


“Independent Directors”
means the members of the Board who are “independent” under the standards set forth in Rule 10A-3 promulgated under
the U.S. Securities Exchange Act of 1933, as amended, and the corresponding rules of the applicable exchange on which the Class
A Common Stock is traded or quoted.


 


“IPO” is defined in the
recitals to this Agreement.


 


“IRS” means the U.S.
Internal Revenue Service.


 


“Joinder” means a joinder
to this Agreement, in form and substance substantially similar to Exhibit A to this Agreement.


 


“Joinder Requirement”
is defined in Section 7.6(a) of this Agreement.


 


“LIBOR” means during
any period, a rate per annum equal to the ICE LIBOR rate for a period of one month (“ICE LIBOR”), as published on the
applicable Bloomberg screen page (or such other commercially available source providing quotations of ICE LIBOR as may be designated
by the Corporation from time to time) at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement
of such period, for dollar deposits (for delivery on the first day of such period) with a term equivalent to such period. If ICE
LIBOR ceases to be published, “LIBOR” shall mean a rate, selected by the Corporation in good faith, with characteristics
similar to ICE LIBOR or consistent with market practices generally.


 




     6


     


    

 


“LLC Agreement” means
that certain Fifth Amended and Restated Limited Liability Company Agreement of TWM LLC, dated as of the date hereof, as such agreement
may be further amended, restated, supplemented and/or otherwise modified from time to time.


 


“Market Value” shall
mean the Common Unit Redemption Price, as defined in the LLC Agreement.


 


“Members” is defined
in the recitals to this Agreement.


 


“Net Tax Benefit” is
defined in Section 3.1(b)(ii) of this Agreement.


 


“Non-Adjusted Tax Basis”
means, with respect to any Reference Asset at any time, the tax basis that such asset would have had at such time if no Basis Adjustments
had been made.


 


“Objection Notice” is
defined in Section 2.4(a)(i) of this Agreement.


 


“Parties” means the parties
named on the signature pages to this agreement and each additional party that satisfies the Joinder Requirement, in each case with
their respective successors and assigns.


 


“Permitted Holder” means
(i) any “person” or “group” who, on the date of the consummation of the IPO, is the Beneficial Owner of
securities of the Corporation representing more than fifty percent (50%) of the combined voting power of the Corporation’s
then outstanding voting securities), (ii) any investment fund, co-investment vehicle and/or other similar vehicles or accounts
managed or advised by any “person” or “group” in clause (i) or (iii) any Affiliates (other than any portfolio
operating companies) or any successors of any “person” or “group” in clauses (i) or (ii).


 


“Person” means any individual,
corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, governmental
entity or other entity.


 


“Pre-Exchange Transfer”
means any transfer of one or more Units (including upon the death of a Member or upon the issuance of Units resulting from the
exercise of an option to acquire such Units) (i) that occurs prior to an Exchange of such Units and (ii) to which Section 743(b)
of the Code applies.


 


“Realized Tax Benefit”
is defined in Section 3.1(b)(iv) of this Agreement.


 


“Realized Tax Detriment”
is defined in Section 3.1(b)(v) of this Agreement.


 


“Reconciliation Dispute”
is defined in Section 7.9 of this Agreement.


 


“Reconciliation Procedures”
is defined in Section 2.4(a) of this Agreement.


 


“Redemption” has the
meaning in the recitals to this Agreement.


 




     7


     


    

 


“Reference Asset” means
any asset or liability of TWM LLC or any of its successors or assigns, and whether held directly by TWM LLC or indirectly by TWM
LLC through a member of the TWM LLC Group, at the time of an Exchange. A Reference Asset also includes any asset or liability the
tax basis of which is determined, in whole or in part, by reference to the tax basis of an asset or a liability that is described
in the preceding sentence, including “substituted basis property” within the meaning of Section 7701(a)(42) of the
Code.


 


“Schedule” means any
of the following: (i) a Basis Schedule, (ii) a Tax Benefit Schedule, or (iii) the Early Termination Schedule, and, in each case,
any amendments thereto.


 


“Senior Obligations”
is defined in Section 5.1 of this Agreement.


 


“TWM LLC” is defined
in the recitals to this Agreement.


 


“TWM LLC Group” is defined
in the recitals to this Agreement.


 


“Subsidiary” means, with
respect to any Person and as of any determination date, any other Person as to which such first Person (i) owns, directly or indirectly,
or otherwise controls, more than 50% of the voting power or other similar interests of such other Person or (ii) is the sole general
partner interest, or managing member or similar interest, of such Person.


 


“Subsidiary Stock” means
any stock or other equity interest in any subsidiary entity of the Corporation that is treated as a corporation for U.S. federal
income tax purposes.


 


“Tax Benefit Payment”
is defined in Section 3.1(b) of this Agreement.


 


“Tax Benefit Schedule”
is defined in Section 2.3(a) of this Agreement.


 


“Tax Return” means any
return, declaration, report or similar statement required to be filed with respect to taxes (including any attached schedules),
including, without limitation, any information return, claim for refund, amended return and declaration of estimated tax.


 


“Taxable Year” means
a taxable year of the Corporation as defined in Section 441(b) of the Code or comparable section of U.S. state or local tax law,
as applicable (and, therefore, for the avoidance of doubt, may include a period of less than twelve (12) months for which a Tax
Return is made), ending on or after the closing date of the IPO.


 


“Taxing Authority” shall
mean any national, federal, state, county, municipal, or local government, or any subdivision, agency, commission or authority
thereof, or any quasi-governmental body, or any other authority of any kind, exercising regulatory or other authority in relation
to tax matters.


 


“Termination Objection Notice”
is defined in Section 4.2 of this Agreement.


 


“Treasury Regulations”
means the final, temporary, and (to the extent they can be relied upon) proposed regulations under the Code, as promulgated from
time to time (including corresponding provisions and succeeding provisions) as in effect for the relevant taxable period.


 




     8


     


    

 


“Two-Thirds Member Approval”
means written approval by Members whose rights under this Agreement are attributable to at least two-thirds (2/3) of the Units
outstanding (and not held by the Corporation) immediately after the IPO.


 


“U.S.” means the United
States of America.


 


“Units” is defined in
the recitals to this Agreement.


 


“Valuation Assumptions”
shall mean, as of an Early Termination Effective Date, the assumptions that:


 


(1)         in
each Taxable Year ending on or after such Early Termination Effective Date, the Corporation will have taxable income sufficient
to fully use the deductions arising from the Basis Adjustments and the Imputed Interest during such Taxable Year or future Taxable
Years (including, for the avoidance of doubt, Basis Adjustments and Imputed Interest that would result from future Tax Benefit
Payments that would be paid in accordance with the Valuation Assumptions) in which such deductions would become available;


 


(2)         the
U.S. federal income tax rates (and, for purposes of determining the Blended Rate for each such Taxable Year, the U.S. state and
local income tax rates) that will be in effect for each such Taxable Year will be those specified for each such Taxable Year by
the Code and other law as in effect on the Early Termination Effective Date, except to the extent any change to such tax rates
for such Taxable Year have already been enacted into law;


 


(3)         all
taxable income of the Corporation will be subject to the maximum applicable tax rates for each Covered Tax throughout the relevant
period, provided, that the combined tax rate for U.S. state and local income taxes shall be the applicable Blended Rate;


 


(4)         any
loss carryovers generated by any Basis Adjustment or Imputed Interest (including such Basis Adjustment and Imputed Interest generated
as a result of payments under this Agreement) and available as of the date of the Early Termination Schedule will be used by the
Corporation ratably in each Taxable Year from the date of the Early Termination Schedule through the scheduled expiration date
of such loss carryovers or, if such carryovers do not have an expiration date, over the fifteen-year period after such carryovers
were generated;


 


(5)         any
non-amortizable assets (other than Subsidiary Stock) will be disposed of on the Early Termination Effective Date;


 


(6)         any
Subsidiary Stock will be deemed never to be disposed of;


 


(7)         if,
on the Early Termination Effective Date, any Member has Units that have not been Exchanged, then such Units shall be deemed to
be Exchanged for the Market Value of the shares of Class A Common Stock that would be received by such Member if such Units had
been Exchanged on the Early Termination Effective Date, and such Member shall be deemed to receive the amount of cash such Member
would have been entitled to pursuant to Section 4.3(a) had such Units actually been Exchanged on the Early Termination Effective
Date; and


 




     9


     


    

 


(8)         any
payment obligations pursuant to this Agreement will be satisfied on the date that any Tax Return to which such payment obligation
relates is required to be filed excluding any extensions.


 


Section 1.2          Rules of Construction.
Unless otherwise specified herein:


 


(a)         The
meanings of defined terms are equally applicable to both (i) the singular and plural forms and (ii) the active and passive forms
of the defined terms.


 


(b)          For
purposes of interpretation of this Agreement:


 


(i)        The
words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import
when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision thereof.


 


(ii)        References
in this Agreement to a Schedule, Article, Section, clause or sub-clause refer to the appropriate Schedule to, or Article, Section,
clause or subclause in, this Agreement.


 


(iii)       References
in this Agreement to dollars or “$” refer to the lawful currency of the United States of America.


 


(iv)       The
term “including” is by way of example and not limitation.


 


(v)        The
term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial
statements and other writings, however evidenced, whether in physical or electronic form.


 


(c)           In
the computation of periods of time from a specified date to a later specified date, the word “from” means “from
and including;” the words “to” and “until” each mean “to but excluding;” and the word
“through” means “to and including.”


 


(d)           Section
headings herein are included for convenience of reference only and shall not affect the interpretation of this Agreement.


 


(e)           Unless
otherwise expressly provided herein, (a) references to organization documents (including the LLC Agreement), agreements (including
this Agreement) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions,
supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements
and other modifications are permitted hereby; and (b) references to any law (including the Code and the Treasury Regulations) shall
include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such law.


 




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Article
II.

DETERMINATION OF REALIZED TAX BENEFIT


 


Section 2.1          Basis Adjustments; TWM
LLC 754 Election.


 


(a)           Basis
Adjustments. The Parties acknowledge and agree that (A) each Redemption shall be treated as a direct purchase of Units by the
Corporation from the applicable Member pursuant to Section 707(a)(2)(B) of the Code and (B) each Exchange will give rise to Basis
Adjustments. In connection with any Exchange, the Parties acknowledge and agree that pursuant to applicable law the Corporation’s
share of the basis in the Reference Assets shall be increased (or decreased) by the excess (or deficiency), if any, of (A) the
sum of (x) the Market Value of Class A Common Stock or the cash transferred to a Member pursuant to an Exchange as payment for
the Units, (y) the amount of payments made pursuant to this Agreement with respect to such Exchange and (z) the amount of liabilities
allocated to the Units acquired pursuant to the Exchange, over (B) the Corporation’s proportionate share of the basis of
the Reference Assets immediately after the Exchange attributable to the Units exchanged, determined as if each member of the TWM
LLC Group (including, for the avoidance of doubt, TWM LLC) remains in existence as an entity for tax purposes and no member of
the TWM LLC Group (including, for the avoidance of doubt, TWM LLC) made the election provided by Section 754 of the Code. For the
avoidance of doubt, payments made under this Agreement shall not be treated as resulting in a Basis Adjustment to the extent such
payments are treated as Imputed Interest or are Actual Interest Amounts. Further, the Parties intend that Basis Adjustments be
calculated in accordance with Treasury Regulations Section 1.743-1.


 


(b)           TWM
LLC Section 754 Election. In its capacity as the sole managing member of TWM LLC, the Corporation will ensure that, on and
after the date hereof and continuing throughout the term of this Agreement, TWM LLC and each of its direct and indirect Subsidiaries
that is treated as a partnership for U.S. federal income tax purposes will have in effect an election under Section 754 of the
Code (and under any similar provisions of applicable U.S. state or local law) for each Taxable Year; provided that with
respect to any direct or indirect subsidiary of TWM LLC that is treated as a partnership for U.S. federal income tax purposes for
which the Corporation or any of its subsidiaries do not have the authority under the governing documents of such subsidiary to
cause or are otherwise prohibited from causing such subsidiary to have in effect an election under Section 754 of the Code (or
under any similar provisions of applicable U.S. state or local law), the Corporation shall only be required to take commercially
reasonable efforts to cause such subsidiary to have such an election in effect.


 


Section 2.2          Basis Schedules.
Within one hundred fifty (150) calendar days after the filing of the U.S. federal income Tax Return of the Corporation for each
relevant Taxable Year, the Corporation shall deliver to the Members a schedule (the “Basis Schedule”) that
shows, in reasonable detail as necessary in order to understand the calculations performed under this Agreement: (a) the Non-Adjusted
Tax Basis of the Reference Assets; (b) the Basis Adjustments with respect to the Reference Assets as a result of the relevant
Exchanges effected in such Taxable Year, calculated (I) in the aggregate (including, for the avoidance of doubt, Exchanges by
all Members) and (II) solely with respect to Exchanges by the applicable Member; (c) the period (or periods) over which the Reference
Assets are amortizable and/or depreciable; and (d) the period (or periods) over which each Basis Adjustment is amortizable and/or
depreciable. The Basis Schedule will become final and binding on the Parties pursuant to the procedures set forth in Section
2.4(a) and may be amended by the Parties pursuant to the procedures set forth in Section 2.4(b).


 




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Section 2.3          Tax Benefit Schedules.


 


(a)          Tax
Benefit Schedule. Within one hundred fifty (150) calendar days after the filing of the U.S. federal income Tax Return of the
Corporation for any Taxable Year in which there is a Realized Tax Benefit or Realized Tax Detriment, the Corporation shall provide
to the Members a schedule showing, in reasonable detail, the calculation of the Realized Tax Benefit or Realized Tax Detriment
for such Taxable Year (a “Tax Benefit Schedule”). The Tax Benefit Schedule will become final and binding on
the Parties pursuant to the procedures set forth in Section 2.4(a), and may be amended by the Parties pursuant to the procedures
set forth in Section 2.4(b).


 


(b)          Applicable
Principles. Subject to the provisions of this Agreement, the Realized Tax Benefit or Realized Tax Detriment for each Taxable
Year is intended to measure the decrease or increase in the Actual Tax Liability of the Corporation for such Taxable Year attributable
to the Basis Adjustments and Imputed Interest, as determined using a “with and without” methodology described in Section
2.4(a). Carryovers or carrybacks of any tax item attributable to any Basis Adjustment or Imputed Interest shall be considered
to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local tax law,
as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or
carryback of any tax item includes a portion that is attributable to a Basis Adjustment or Imputed Interest (a “TRA Portion”)
and another portion that is not (a “Non-TRA Portion”), such portions shall be considered to be used in accordance
with the “with and without” methodology so that: (i) the amount of any Non-TRA Portion is deemed utilized first, followed
by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of
Section 3.3(a)); and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original
“with and without” calculation made in the prior Taxable Year. The Parties agree that, subject to the second to last
sentence of Section 2.1(a), all Tax Benefit Payments attributable to an Exchange will be treated as subsequent upward purchase
price adjustments that give rise to further Basis Adjustments for the Corporation beginning in the Taxable Year of payment, and
as a result, such additional Basis Adjustments will be incorporated into such Taxable Year continuing for future Taxable Years;
provided, however, that if the Corporation determines in good faith that any incremental Basis Adjustment benefits with
respect to a Tax Benefit Payment equals an immaterial amount, the Corporation shall include on the Tax Benefit Schedule for such
Taxable Year a statement to that effect.


 




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Section 2.4          Procedures; Amendments.


 


(a)           Procedures.
Each time the Corporation delivers an applicable Schedule to the Members under this Agreement, including any Amended Schedule delivered
pursuant to Section 2.4(b), but excluding any Early Termination Schedule or amended Early Termination Schedule delivered
pursuant to the procedures set forth in Section 4.2, the Corporation shall also: (x) deliver supporting schedules and work
papers, as determined by the Corporation or as reasonably requested by any Member, that provide a reasonable level of detail regarding
the data and calculations that were relevant for purposes of preparing the Schedule; (y) deliver an Advisory Firm Letter supporting
such Schedule; and (z) allow the Members and their advisors to have reasonable access to the appropriate representatives, as determined
by the Corporation or as reasonably requested by the Members, at the Corporation and the Advisory Firm in connection with a review
of such Schedule. Without limiting the generality of the preceding sentence, the Corporation shall ensure that any Tax Benefit
Schedule that is delivered to the Members, along with any supporting schedules and work papers, provides a reasonably detailed
presentation of the calculation of the Actual Tax Liability of the Corporation for the relevant Taxable Year (the “with”
calculation) and the Hypothetical Tax Liability of the Corporation for such Taxable Year (the “without” calculation),
and identifies any material assumptions or operating procedures or principles that were used for purposes of such calculations.
An applicable Schedule or amendment thereto shall become final and binding on the Parties thirty (30) calendar days from the date
on which the Members first received the applicable Schedule or amendment thereto unless:


 


(i)          a
Member within thirty (30) calendar days after receiving the applicable Schedule or amendment thereto, provides the Corporation
with written notice of a material objection to such Schedule that is made in good faith and that sets forth in reasonable detail
such Member’s material objection (an “Objection Notice”); or


 


(ii)         each
Member provides a written waiver of its right to deliver an Objection Notice within the time period described in clause (i) above,
in which case such Schedule or amendment thereto becomes binding on the date the waiver from all Members is received by the Corporation.


 


In the event that a Member timely delivers an Objection Notice
pursuant to clause (i) above, and if the Parties, for any reason, are unable to successfully resolve the issues raised in the Objection
Notice within thirty (30) calendar days after receipt by the Corporation of the Objection Notice, the Corporation and the Member
shall employ the reconciliation procedures as described in Section 7.9 of this Agreement (the “Reconciliation Procedures”).


 


(b)          Amended
Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporation: (i) in connection
with a Determination affecting such Schedule; (ii) to correct inaccuracies in the Schedule identified as a result of the receipt
of additional factual information relating to a Taxable Year after the date the Schedule was originally provided to the Member;
(iii) to comply with an Expert’s determination under the Reconciliation Procedures applicable to this Agreement; (iv) to
reflect a change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward
of a loss or other Tax item to such Taxable Year; (v) to reflect a change in the Realized Tax Benefit or Realized Tax Detriment
for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year; or (vi) to adjust a Basis Schedule to
take into account any Tax Benefit Payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”).


 




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Article
III.

TAX BENEFIT PAYMENTS


 


Section 3.1         Timing and Amount of Tax
Benefit Payments.


 


(a)          Timing
of Payments. Subject to Sections 3.2 and 3.3, within three (3) Business Days following the date on which each
Tax Benefit Schedule that is required to be delivered by the Corporation to the Members pursuant to Section 2.3(a) of this
Agreement becomes final in accordance with Section 2.4(a) of this Agreement (such date, the “Final Payment Date”
in respect of any Tax Benefit Payment), the Corporation shall pay to each relevant Member the Tax Benefit Payment as determined
pursuant to Section 3.1(b). Each such Tax Benefit Payment shall be made by wire transfer of immediately available funds
to the bank account previously designated by such Members or as otherwise agreed by the Corporation and such Members. For the avoidance
of doubt, the Members shall not be required under any circumstances to return any portion of any Tax Benefit Payment previously
paid by the Corporation to the Members (including any portion of any Early Termination Payment).


 


(b)          Amount
of Payments. For purposes of this Agreement, a “Tax Benefit Payment” with respect to any Member means an
amount, not less than zero, equal to the sum of: (i) the Net Tax Benefit that is Attributable to such Member and (ii) the Actual
Interest Amount.


 


(i)          Attributable.
A Net Tax Benefit is “Attributable” to a Member to the extent that it is derived from any Basis Adjustment or
Imputed Interest that is attributable to an Exchange undertaken by or with respect to such Member.


 


(ii)         Net
Tax Benefit. The “Net Tax Benefit” Attributable to a Member for a Taxable Year equals the amount of the
excess, if any, of (x) 50% of the Cumulative Net Realized Tax Benefit Attributable to such Member as of the end of such Taxable
Year over (y) the aggregate amount of all Tax Benefit Payments previously made to such Member under this Section 3.1. For
the avoidance of doubt, if the Cumulative Net Realized Tax Benefit that is Attributable to a Member as of the end of any Taxable
Year is less than the aggregate amount of all Tax Benefit Payments previously made to such Member, such Member shall not be required
to return any portion of any Tax Benefit Payment previously made by the Corporation to such Member.


 


(iii)        Cumulative
Net Realized Tax Benefit. The “Cumulative Net Realized Tax Benefit” for a Taxable Year equals the cumulative
amount of Realized Tax Benefits for all Taxable Years of the Corporation, up to and including such Taxable Year, net of the cumulative
amount of Realized Tax Detriments for the same period. The Realized Tax Benefit and Realized Tax Detriment for each Taxable Year
shall be determined based on the most recent Tax Benefit Schedule or Amended Schedule, if any, in existence at the time of such
determination.


 


(iv)        Realized
Tax Benefit. The “Realized Tax Benefit” for a Taxable Year equals the excess, if any, of the Hypothetical
Tax Liability over the Actual Tax Liability for such Taxable Year. If all or a portion of the Actual Tax Liability for such Taxable
Year arises as a result of an audit or similar proceeding by a Taxing Authority of any Taxable Year, such liability shall not be
included in determining the Realized Tax Benefit unless and until there has been a Determination.


 




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(v)         Realized
Tax Detriment. The “Realized Tax Detriment” for a Taxable Year equals the excess, if any, of the Actual
Tax Liability over the Hypothetical Tax Liability for such Taxable Year. If all or a portion of the Actual Tax Liability for such
Taxable Year arises as a result of an audit or similar proceeding by a Taxing Authority of any Taxable Year, such liability shall
not be included in determining the Realized Tax Detriment unless and until there has been a Determination.


 


(vi)        Imputed
Interest. The principles of Sections 1272, 1274, or 483 of the Code, as applicable, and the principles of any similar provision
of U.S. state and local law, will apply to cause a portion of any Net Tax Benefit payable by the Corporation to a Member under
this Agreement to be treated as imputed interest (“Imputed Interest”). For the avoidance of doubt, the deduction
for the amount of Imputed Interest as determined with respect to any Net Tax Benefit payable by the Corporation to a Member shall
be excluded in determining the Hypothetical Tax Liability of the Corporation for purposes of calculating Realized Tax Benefits
and Realized Tax Detriments pursuant to this Agreement.


 


(vii)       Actual
Interest Amount. The “Actual Interest Amount” calculated in respect of the Net Tax Benefit for a Taxable
Year will equal the amount of any Extension Rate Interest.


 


(viii)      Extension
Rate Interest. The amount of “Extension Rate Interest” calculated in respect of the Net Tax Benefit (including
previously accrued Imputed Interest) for a Taxable Year will equal interest calculated at the Agreed Rate from the due date (without
extensions) for filing the U.S. federal income Tax Return of the Corporation for such Taxable Year until the date on which the
Corporation makes a timely Tax Benefit Payment to the Member on or before the Final Payment Date as determined pursuant to Section
3.1(a).


 


(ix)        Default
Rate Interest. In the event that the Corporation does not make timely payment of all or any portion of a Tax Benefit Payment
to a Member on or before the Final Payment Date as determined pursuant to Section 3.1(a), the amount of “Default
Rate Interest” calculated in respect of the Net Tax Benefit (including previously accrued Imputed Interest and Extension
Rate Interest) for a Taxable Year will equal interest calculated at the Default Rate from the Final Payment Date for a Tax Benefit
Payment as determined pursuant to Section 3.1(a) until the date on which the Corporation makes such Tax Benefit Payment
to such Member. For the avoidance of doubt, the amount of any Default Rate Interest as determined with respect to any Net Tax Benefit
payable by the Corporation to a Member shall be included in determining the Hypothetical Tax Liability of the Corporation for purposes
of calculating Realized Tax Benefits and Realized Tax Detriments pursuant to this Agreement.


 


(x)        The
Corporation and the Members hereby acknowledge and agree that, as of the date of this Agreement and as of the date of any future
Exchange that may be subject to this Agreement, the aggregate value of the Tax Benefit Payments cannot be reasonably ascertained
for U.S. federal income or other applicable tax purposes.


 




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(c)           Interest.
The provisions of Section 3.1(b) are intended to operate so that interest will effectively accrue in respect of the Net
Tax Benefit for any Taxable Year as follows:


 


(i)          first,
at the applicable rate used to determine the amount of Imputed Interest under the Code (from the relevant Exchange Date until the
due date (without extensions) for filing the U.S. federal income Tax Return of the Corporation for such Taxable Year);


 


(ii)         second,
at the Agreed Rate in respect of any Extension Rate Interest (from the due date (without extensions) for filing the U.S. federal
income Tax Return of the Corporation for such Taxable Year until the Final Payment Date for a Tax Benefit Payment as determined
pursuant to Section 3.1(a)); and


 


(iii)        third,
at the Default Rate in respect of any Default Rate Interest (from the Final Payment Date for a Tax Benefit Payment as determined
pursuant to Section 3.1(a) until the date on which the Corporation makes the relevant Tax Benefit Payment to a Member).


 


Section 3.2          No Duplicative Payments.
It is intended that the provisions of this Agreement will not result in the duplicative payment of any amount (including interest)
that may be required under this Agreement, and the provisions of this Agreement shall be consistently interpreted and applied
in accordance with that intent. For purposes of this Agreement, and also for the avoidance of doubt, no Tax Benefit Payment shall
be calculated or made in respect of any estimated tax payments, including, without limitation, any estimated U.S. federal income
tax payments.


 


Section 3.3          Pro-Ration of Payments
as Between the Members.


 


(a)           Insufficient
Taxable Income. Notwithstanding anything in Section 3.1(b) to the contrary, if the aggregate potential Covered Tax
benefit of the Corporation as calculated with respect to the Basis Adjustments and Imputed Interest (in each case, without regard
to the Taxable Year of origination) is limited in a particular Taxable Year because the Corporation does not have sufficient actual
taxable income to fully utilize available deductions, then the available Covered Tax benefit for the Corporation shall be allocated
among the Members in proportion to the respective Tax Benefit Payment that would have been payable if the Corporation had in fact
had sufficient taxable income so that there had been no such limitation.


 




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(b)           Late
Payments. If for any reason the Corporation is not able to timely and fully satisfy its payment obligations under
this Agreement in respect of a particular Taxable Year, then Default Rate Interest (or, if the Corporation does not
have sufficient funds to make such payment as a result of limitations imposed by any Senior Obligations, Extension Rate
Interest) will begin to accrue pursuant to Section 5.2 and the Corporation and other Parties agree that (i) the
Corporation shall pay the Tax Benefit Payments due in respect of such Taxable Year to each Member pro rata in accordance with
the principles of Section 3.3(a) and (ii) no Tax Benefit Payment shall be made in respect of any Taxable Year until
all Tax Benefit Payments to all Members in respect of all prior Taxable Years have been made in full.


 


Article
IV.

TERMINATION


 


Section 4.1          Early Termination of Agreement;
Breach of Agreement.


 


(a)           Corporation’s
Early Termination Right. On or after the first anniversary of the closing date of the IPO, the Corporation may completely terminate
this Agreement, as and to the extent provided herein, with respect to all amounts payable to the Members pursuant to this Agreement
and with respect to all the Units held by the Members at any time by paying to the Members the Early Termination Payment; provided
that this Agreement shall only terminate upon the receipt of the Early Termination Payments made pursuant to this Section 4.1(a)
by all Members that are entitled to such a payment, and provided further, that the Corporation may withdraw any notice to
execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been
paid. Upon the Corporation’ payment of the Early Termination Payment, the Corporation shall not have any further payment
obligations under this Agreement, other than with respect to any: (i) prior Tax Benefit Payments that are due and payable under
this Agreement but that still remain unpaid as of the date of the Early Termination Notice; and (ii) current Tax Benefit Payment
due for the Taxable Year ending on or including the date of the Early Termination Notice (except to the extent that the amount
described in clause (ii) is included in the calculation of the Early Termination Payment). If an Exchange subsequently occurs with
respect to Units for which the Corporation has exercised its termination rights under this Section 4.1(a), the Corporation
shall have no obligations under this Agreement with respect to such Exchange.


 


(b)          Acceleration
Upon Change of Control. In the event of a Change of Control, all obligations hereunder shall be accelerated and such obligations
shall be calculated pursuant to this Article IV as if an Early Termination Notice had been delivered on the closing date of the
Change of Control and utilizing the Valuation Assumptions by substituting the phrase “the closing date of a Change of Control”
in each place where the phrase “Early Termination Effective Date” appears. Such obligations shall include, but not
be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the closing
date of the Change of Control, (2) any Tax Benefit Payments agreed to by the Corporation and the Members as due and payable but
unpaid as of the Early Termination Notice and (3) any Tax Benefit Payments due for any Taxable Year ending prior to, with or including
the closing date of a Change of Control (except to the extent that any amounts described in clauses (2) or (3) are included in
the Early Termination Payment). For the avoidance of doubt, Sections 4.2 and 4.3 shall apply to a Change of Control,
mutadis mutandi.


 




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(c)          Acceleration
Upon Breach of Agreement. In the event that the Corporation materially breaches any of its material obligations under this
Agreement, whether as a result of failure to make any payment when due, failure to honor any other material obligation required
hereunder, or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code
or otherwise, then all obligations hereunder shall be accelerated and become immediately due and payable upon notice of acceleration
from any applicable Member (provided that in the case of any proceeding under the Bankruptcy Code or other insolvency statute,
such acceleration shall be automatic without any such notice), and such obligations shall be calculated as if an Early Termination
Notice had been delivered on the date of such notice of acceleration (or, in the case of any proceeding under the Bankruptcy Code
or other insolvency statute, on the date of such breach) and shall include, but not be limited to: (i) the Early Termination Payment
calculated as if an Early Termination Notice had been delivered on the date of such acceleration; (ii) any prior Tax Benefit Payments
that are due and payable under this Agreement but that still remain unpaid as of the date of such acceleration; and (iii) any current
Tax Benefit Payment due for the Taxable Year ending with or including the date of such acceleration. Notwithstanding the foregoing,
in the event that the Corporation breaches this Agreement and such breach is not a material breach of a material obligation, a
Member shall still be entitled to enforce all of its rights otherwise available under this Agreement. For purposes of this Section
4.1(c), and subject to the following sentence, the Parties agree that the failure to make any payment due pursuant to this
Agreement within three (3) months of the relevant Final Payment Date shall be deemed to be a material breach of a material obligation
under this Agreement for all purposes of this Agreement, and that it will not be considered to be a material breach of a material
obligation under this Agreement to make a payment due pursuant to this Agreement within three (3) months of the relevant Final
Payment Date. Notwithstanding anything in this Agreement to the contrary, it shall not be a material breach of a material obligation
of this Agreement if the Corporation fails to make any Tax Benefit Payment within three (3) months of the relevant Final Payment
Date to the extent that the Corporation has insufficient funds, or cannot take commercially reasonable actions to obtain sufficient
funds, to make such payment; provided that the interest provisions of Section 5.2 shall apply to such late payment
(unless the Corporation does not have sufficient funds to make such payment as a result of limitations imposed by any Senior Obligations,
in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate).


 




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Section 4.2          Early Termination Notice.
If the Corporation chooses to exercise its right of early termination under Section 4.1 above, the Corporation shall deliver
to the Members a notice of the Corporation’s decision to exercise such right (an “Early Termination Notice”)
and a schedule (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early
Termination Payment. The Corporation shall also (x) deliver supporting schedules and work papers, as determined by the Corporation
or as reasonably requested by a Member, that provide a reasonable level of detail regarding the data and calculations that were
relevant for purposes of preparing the Early Termination Schedule; (y) deliver an Advisory Firm Letter supporting such Early Termination
Schedule; and (z) allow the Members and their advisors to have reasonable access to the appropriate representatives, as determined
by the Corporation or as reasonably requested by the Members, at the Corporation and the Advisory Firm in connection with a review
of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party thirty (30) calendar
days from the first date on which the Members received such Early Termination Schedule unless:


 


(i)          a
Member within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporation with notice of
a material objection to such Early Termination Schedule made in good faith and setting forth in reasonable detail such Member’s
material objection (a “Termination Objection Notice”); or


 


(ii)        each
Member provides a written waiver of such right of a Termination Objection Notice within the period described in clause (i) above,
in which case such Early Termination Schedule becomes binding on the date the waiver from all Members is received by the Corporation.


 


In the event that a Member timely delivers a Termination Objection
Notice pursuant to clause (i) above, and if the Parties, for any reason, are unable to successfully resolve the issues raised in
the Termination Objection Notice within thirty (30) calendar days after receipt by the Corporation of the Termination Objection
Notice, the Corporation and such Member shall employ the Reconciliation Procedures. The date on which the Early Termination Schedule
becomes final in accordance with this Section 4.2 shall be the “Early Termination Reference Date.”


 


Section 4.3           Payment Upon Early Termination.


 


(a)          Timing
of Payment. Within three (3) Business Days after the Early Termination Reference Date, the Corporation shall pay to each Member
an amount equal to the Early Termination Payment for such Member. Such Early Termination Payment shall be made by the Corporation
by wire transfer of immediately available funds to a bank account or accounts designated by the Members or as otherwise agreed
by the Corporation and the Members.


 


(b)          Amount
of Payment. The “Early Termination Payment” payable to a Member pursuant to Section 4.3(a) shall
equal the present value, discounted at the Early Termination Rate as determined as of the Early Termination Reference Date, of
all Tax Benefit Payments that would be required to be paid by the Corporation to such Member, whether payable with respect to Units
that were Exchanged prior to the Early Termination Effective Date or on or after the Early Termination Effective Date, beginning
from the Early Termination Effective Date and using the Valuation Assumptions. For the avoidance of doubt, an Early Termination
Payment shall be made to each Member, regardless of whether such Member has Exchanged all of its Units as of the Early Termination
Effective Date.


 


Article
V.

SUBORDINATION AND LATE PAYMENTS


 


Section 5.1          Subordination.
Notwithstanding any other provision of this Agreement to the contrary, any Tax Benefit Payment or Early Termination Payment required
to be made by the Corporation to the Members under this Agreement shall rank subordinate and junior in right of payment to any
principal, interest, or other amounts due and payable in respect of any obligations owed in respect of indebtedness for borrowed
money of the Corporation and its Subsidiaries (“Senior Obligations”) and shall rank pari passu in right of
payment with all current or future unsecured obligations of the Corporation that are not Senior Obligations. To the extent that
any payment under this Agreement is not permitted to be made at the time payment is due as a result of this Section 5.1
and the terms of the agreements governing Senior Obligations, such payment obligation nevertheless shall accrue for the benefit
of the Members and the Corporation shall make such payments at the first opportunity that such payments are permitted to be made
in accordance with the terms of the Senior Obligations.


 




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Section
5.2          Late Payments by the Corporation.
The amount of all or any portion of any Tax Benefit Payment or Early Termination Payment not made to the Members when
due under the terms of this Agreement, whether as a result of Section 5.1 and the terms of the Senior Obligations
or otherwise, shall be payable together with Default Rate Interest, which shall accrue beginning on the Final Payment Date
and be computed as provided in Section 3.1(b)(ix), provided that if the Corporation does not have sufficient funds to
make a payment as a result of limitations imposed by any Senior Obligations, interest shall accrue at the Agreed Rate.


 


Article
VI.

TAX MATTERS; CONSISTENCY; COOPERATION


 


Section 6.1           Participation in the
Corporation’s and TWM LLC’s Tax Matters. Except as otherwise provided
herein, and except as provided in Article IX of the LLC Agreement, the Corporation shall have full responsibility for,
and sole discretion over, all tax matters concerning the Corporation and TWM LLC, including without limitation the preparation,
filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to taxes. Notwithstanding the
foregoing, the Corporation shall notify a Member of, and keep such Member reasonably informed with respect to, the portion of
any tax audit of the Corporation or TWM LLC, or any of TWM LLC’s Subsidiaries, the outcome of which is reasonably expected
to materially affect the Tax Benefit Payments payable to such Member under this Agreement.


 


Section 6.2          Consistency.
All calculations and determinations made hereunder, including, without limitation, any Basis Adjustments, the Schedules, and the
determination of any Realized Tax Benefits or Realized Tax Detriments, shall be made in accordance with the elections, methodologies
or positions taken by the Corporation and TWM LLC on their respective Tax Returns. Each Member shall prepare its Tax Returns in
a manner that is consistent with the terms of this Agreement, and any related calculations or determinations that are made hereunder,
including, without limitation, the terms of Section 2.1 of this Agreement and the Schedules provided to the Members under
this Agreement. In the event that an Advisory Firm is replaced with another Advisory Firm acceptable to the Audit Committee, such
replacement Advisory Firm shall perform its services under this Agreement using procedures and methodologies consistent with the
previous Advisory Firm, unless otherwise required by law or unless the Corporation and all of the Members agree to the use of
other procedures and methodologies.


 


Section 6.3          Cooperation.


 


(a)           Each
Member shall (i) furnish to the Corporation in a timely manner such information, documents and other materials as the Corporation
may reasonably request for purposes of making any determination or computation necessary or appropriate under this Agreement, preparing
any Tax Return or contesting or defending any audit, examination or controversy with any Taxing Authority, (ii) make itself available
to the Corporation and its representatives to provide explanations of documents and materials and such other information as the
Corporation or its representatives may reasonably request in connection with any of the matters described in clause (i) above,
and (iii) reasonably cooperate in connection with any such matter.


 




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(b)          The
Corporation shall reimburse the Members for any reasonable and documented out-of-pocket costs and expenses incurred pursuant to
Section 6.3(a).


 


Article
VII.

MISCELLANEOUS


 


Section 7.1          Notices.
All notices, requests, consents and other communications hereunder shall be in writing and shall be given (and shall be deemed
to have been duly given upon receipt) by delivery in person, by courier service, by fax, by electronic mail (delivery receipt
requested) or by certified or registered mail (postage prepaid, return receipt requested) to the respective Parties at the following
addresses (or at such other address for a Party as shall be as specified in a notice given in accordance with this Section
7.1). All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated
in writing by the Party to receive such notice:


 


If to the Corporation, to:


 


Tradeweb Markets Inc.


1177 Avenue of the Americas, 31st Floor


New York, New York 10036


 


Attn: Douglas Friedman, General Counsel


Facsimile: (646) 430-6250


Email: Douglas.Friedman@tradeweb.com


 


with a copy (which shall not constitute
notice to the Corporation) to:


 


Fried, Frank, Harris, Shriver & Jacobson LLP


One New York Plaza


New York, New York 10004


		Attn:	Steven G. Scheinfeld



Andrew B. Barkan


David L. Shaw


Facsimile: (212) 859-4000


		Email:	Steven.Scheinfeld@friedfrank.com



Andrew.Barkan@friedfrank.com


David.Shaw@friedfrank.com


 


If to a Member, the address, facsimile
number and e-mail address specified on such Member’s signature page to this Agreement.


 




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Any Party may change its address, fax number or e-mail address
by giving each of the other Parties written notice thereof in the manner set forth above.


 


Section 7.2          Counterparts.
This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall
become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties, it
being understood that all Parties need not sign the same counterpart. Delivery of an executed signature page to this Agreement
by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.


 


Section 7.3          Entire
Agreement; No Third Party Beneficiaries. This Agreement constitutes the entire
agreement and supersedes all prior agreements and understandings, both written and oral, among the Parties with respect to the
subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each Party hereto and their respective
successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other
Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.


 


Section 7.4          Governing Law.
This Agreement shall be governed by, and construed in accordance with, the law of the State of Delaware, without regard to the
conflicts of laws principles thereof that would mandate the application of the laws of another jurisdiction.


 


Section 7.5          Severability.
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy,
all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or
legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such
determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate
in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible to the fullest
extent permitted by applicable law in an acceptable manner in order that the transactions contemplated hereby are consummated
as originally contemplated to the greatest extent possible.


 


Section 7.6          Assignments; Amendments;
Successors; No Waiver.


 


(a)           Assignment.
No Member may assign, sell, pledge, or otherwise alienate or transfer any interest in this Agreement, including the right to receive
any Tax Benefit Payments under this Agreement, to any Person without the prior written consent of the Corporation, which consent
shall not be unreasonably withheld, conditioned, or delayed, and without such Person executing and delivering a Joinder agreeing
to succeed to the applicable portion of such Member’s interest in this Agreement and to become a Party for all purposes of
this Agreement (the “Joinder Requirement”); provided, however, that to the extent any Member sells, exchanges,
distributes, or otherwise transfers Units to any Person (other than the Corporation or TWM LLC) in accordance with the terms of
the LLC Agreement, the Members shall have the option to assign to the transferee of such Units its rights under this Agreement
with respect to such transferred Units, provided that such transferee has satisfied the Joinder Requirement. For the avoidance
of doubt, if a Member transfers Units in accordance with the terms of the LLC Agreement but does not assign to the transferee of
such Units its rights under this Agreement with respect to such transferred Units, such Member shall continue to be entitled to
receive the Tax Benefit Payments arising in respect of a subsequent Exchange of such Units. The Corporation may not assign any
of its rights or obligations under this Agreement to any Person without Two-Thirds Member Approval (and any purported assignment
without such consent shall be null and void).




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(b)           Amendments.
No provision of this Agreement may be amended unless such amendment is approved in writing by the Corporation and made with Two-Thirds
Member Approval; provided that amendment of the definition of Change of Control will also require the written approval of
a majority of the Independent Directors. No provision of this Agreement may be waived unless such waiver is in writing and signed
by the Party against whom the waiver is to be effective.


 


(c)           Successors.
All of the terms and provisions of this Agreement shall be binding upon, and shall inure to the benefit of and be enforceable by,
the Parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation
shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially
all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement
in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place.


 


(d)          Waiver.
No failure by any Party to insist upon the strict performance of any covenant, duty, agreement, or condition of this Agreement,
or to exercise any right or remedy consequent upon a breach thereof, shall constitute a waiver of any such breach or any other
covenant, duty, agreement, or condition.


 


Section 7.7          Titles
and Subtitles. The titles of the sections and subsections of this Agreement are
for convenience of reference only and are not to be considered in construing this Agreement.


 


Section 7.8          Resolution of Disputes.


 


(a)           Except
for Reconciliation Disputes subject to Section 7.9, any and all disputes which cannot be settled after substantial good-faith
negotiation, including any ancillary claims of any Party, arising out of, relating to or in connection with the validity, negotiation,
execution, interpretation, performance or non-performance of this Agreement (including the validity, scope and enforceability of
this arbitration provision) (each a “Dispute”) shall be finally resolved by arbitration in accordance with the
International Institute for Conflict Prevention and Resolution Rules for Non-Administered Arbitration by a panel of three arbitrators,
of which the Corporation shall designate one arbitrator and the Members party to such Dispute shall designate one arbitrator in
accordance with the “screened” appointment procedure provided in Resolution Rule 5.4. The arbitration shall be governed
by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., and judgment upon the award rendered by the arbitrators may be
entered by any court having jurisdiction thereof. The place of the arbitration shall be New York City, New York.


 




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(b)           Notwithstanding
the provisions of paragraph (a), any Party may bring an action or special proceeding in any court of competent jurisdiction for
the purpose of compelling another Party to arbitrate, seeking temporary or preliminary relief in aid of an arbitration hereunder,
and/or enforcing an arbitration award and, for the purposes of this paragraph (b), each Party (i) expressly consents to the application
of paragraph (c) of this Section 7.8 to any such action or proceeding, and (ii) agrees that proof shall not be required
that monetary damages for breach of the provisions of this Agreement would be difficult to calculate and that remedies at law would
be inadequate. For the avoidance of doubt, this Section 7.8 shall not apply to Reconciliation Disputes to be settled in
accordance with the procedures set forth in Section 7.9.


 


(c)           Each
Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Chancery
Court of the State of Delaware or, if such Court declines jurisdiction, the courts of the State of Delaware sitting in Wilmington,
Delaware, and of the U.S. District Court for the District of Delaware sitting in Wilmington, Delaware, and any appellate court
from any thereof, in any action or proceeding arising out of or relating to this Agreement or for recognition or enforcement of
any judgment, and each of the Parties hereto irrevocably and unconditionally agrees that all claims in respect of any such action
or proceeding may be heard and determined in such Delaware State court or, to the fullest extent permitted by applicable law, in
such U.S. District Court. Each Party agrees that a final judgment in any such action or proceeding shall be conclusive and may
be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.


 


(d)           Each
Party irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter
have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred
to in Section 7.8(c). Each Party irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of any such suit, action or proceeding in any such court.


 


(e)           Each
Party irrevocably consents to service of process by means of notice in the manner provided for in Section 7.1. Nothing in
this Agreement shall affect the right of any Party to serve process in any other manner permitted by law.


 


(f)           WAIVER
OF RIGHT TO TRIAL BY JURY. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).


 


(g)          Any
dispute as to whether a dispute is a Reconciliation Dispute within the meaning of Section 7.9, or a Dispute within the meaning
of this Section 7.8, shall be decided and resolved as a Dispute subject to the procedures set forth in this Section 7.8.


 




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Section 7.9          Reconciliation.
In the event that the Corporation and any Member are unable to resolve a disagreement with respect to a Schedule (other than an
Early Termination Schedule) prepared in accordance with the procedures set forth in Section 2.4, or with respect to an
Early Termination Schedule prepared in accordance with the procedures set forth in Section 4.2, within the relevant time
period designated in this Agreement (a “Reconciliation Dispute”), the Reconciliation Dispute shall be submitted
for determination to a nationally recognized expert (the “Expert”) in the particular area of disagreement mutually
acceptable to both Parties. The Expert shall be a partner or principal in a nationally recognized accounting firm, and unless
the Corporation and such Member agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any
material relationship with the Corporation or such Member or other actual or potential conflict of interest. If the Parties are
unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation
Dispute, the selection of an Expert shall be treated as a Dispute subject to Section 7.8 and an arbitration panel shall
pick an Expert from a nationally recognized accounting firm that does not have any material relationship with the Corporation
or such Member or other actual or potential conflict of interest. The Expert shall resolve any matter relating to the Basis Schedule
or an amendment thereto, or the Early Termination Schedule or an amendment thereto within thirty (30) calendar days and shall
resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen (15) calendar days or as soon thereafter
as is reasonably practicable, in each case after the matter has been submitted to the Expert for resolution. Notwithstanding the
preceding sentence, if the matter is not resolved before any payment that is the subject of a disagreement would be due (in the
absence of such disagreement) or any Tax Return reflecting the subject of a disagreement is due, the undisputed amount shall be
paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporation, subject to adjustment
or amendment upon resolution. The costs and expenses relating to the engagement of such Expert or amending any Tax Return shall
be borne by the Corporation except as provided in the next sentence. The Corporation and the Members shall bear their own costs
and expenses of such proceeding, unless (i) the Expert adopts the Member’s position, in which case the Corporation shall
reimburse the Member for any reasonable and documented out-of-pocket costs and expenses in such proceeding, or (ii) the Expert
adopts the Corporation’s position, in which case the Member shall reimburse the Corporation for any reasonable and documented
out-of-pocket costs and expenses in such proceeding. The Expert shall finally determine any Reconciliation Dispute and the determinations
of the Expert pursuant to this Section 7.9 shall be binding on the Corporation and the Members and may be entered and enforced
in any court having competent jurisdiction.


 


Section 7.10        Withholding.
The Corporation shall be entitled to deduct and withhold from any payment that is payable to any Member pursuant to this Agreement
such amounts as the Corporation is required to deduct and withhold with respect to the making of such payment under the Code or
any provision of U.S. state, local or foreign tax law. To the extent that amounts are so withheld and paid over to the appropriate
Taxing Authority by the Corporation, such withheld amounts shall be treated for all purposes of this Agreement as having been
paid by the Corporation to the relevant Member. Each Member shall promptly provide the Corporation with any applicable tax forms
and certifications reasonably requested by the Corporation in connection with determining whether any such deductions and withholdings
are required under the Code or any provision of U.S. state, local or foreign tax law.


 


Section 7.11        Admission of the Corporation
into a Consolidated Group; Transfers of Corporate Assets.


 


(a)           If
the Corporation is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income
Tax Return pursuant to Section 1501 or other applicable Sections of the Code governing affiliated or consolidated groups, or any
corresponding provisions of U.S. state or local law, then: (i) the provisions of this Agreement shall be applied with respect to
the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments, and other applicable items hereunder shall be
computed with reference to the consolidated taxable income of the group as a whole.


 




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(b)           If
any entity that is obligated to make a Tax Benefit Payment or Early Termination Payment hereunder transfers one or more assets
to a corporation (or a Person classified as a corporation for U.S. income tax purposes) with which such entity does not file a
consolidated Tax Return pursuant to Section 1501 of the Code, such entity, for purposes of calculating the amount of any Tax Benefit
Payment or Early Termination Payment due hereunder, shall be treated as having disposed of such asset in a fully taxable transaction
on the date of such contribution. The consideration deemed to be received by such entity shall be equal to the fair market value
of the contributed asset as determined by the Corporation in good faith. For purposes of this Section 7.11, a transfer of
a partnership interest shall be treated as a transfer of the transferring partner’s share of each of the assets and liabilities
of that partnership.


 


Section 7.12        Confidentiality.
Each Member and its assignees acknowledges and agrees that the information of the Corporation is confidential and, except in the
course of performing any duties as necessary for the Corporation and its Affiliates, as required by law or legal process or to
enforce the terms of this Agreement, such Person shall keep and retain in the strictest confidence and not disclose to any Person
any confidential matters, acquired pursuant to this Agreement, of the Corporation and its Affiliates and successors, learned by
any Member heretofore or hereafter, provided that, each Member acknowledges and agrees that such Member shall, except as
otherwise provided by applicable law, keep and retain in the strictest confidence and not disclose to any Person that is not a
Member any confidential matters contained in supporting schedules or work papers provided to such Member pursuant to Section
2.4(a) this Agreement. This Section 7.12 shall not apply to (i) any information that has been made publicly available
by the Corporation or any of its Affiliates, becomes public knowledge (except as a result of an act of any Member in violation
of this Agreement) or is generally known to the business community, (ii) the disclosure of information to the extent necessary
for a Member to prosecute or defend claims arising under or relating to this Agreement, and (iii) the disclosure of information
to the extent necessary for a Member to prepare and file its Tax Returns, to respond to any inquiries regarding the same from
any Taxing Authority or to prosecute or defend any action, proceeding or audit by any Taxing Authority with respect to such Tax
Returns. Notwithstanding anything to the contrary herein, the Members and each of their assignees (and each employee, representative
or other agent of the Members or their assignees, as applicable) may disclose at their discretion to any and all Persons, without
limitation of any kind, the tax treatment and tax structure of the Corporation, the Members and any of their transactions, and
all materials of any kind (including tax opinions or other tax analyses) that are provided to the Members relating to such tax
treatment and tax structure. If a Member or an assignee commits a breach, or threatens to commit a breach, of any of the provisions
of this Section 7.12, the Corporation shall have the right and remedy to have the provisions of this Section 7.12
specifically enforced by injunctive relief or otherwise by any court of competent jurisdiction without the need to post any bond
or other security, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to
the Corporation or any of its Subsidiaries and that money damages alone shall not provide an adequate remedy to such Persons.
Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available at law or in equity.


 




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Section 7.13        Change in Law.
Notwithstanding anything herein to the contrary, if, in connection with an actual or proposed change in law, a Member reasonably
believes that the existence of this Agreement could cause income (other than income arising from receipt of a payment under this
Agreement) recognized by such Member (or direct or indirect equity holders in such Member) in connection with any Exchange to
be treated as ordinary income rather than capital gain (or otherwise taxed at ordinary income rates) for U.S. federal income tax
purposes or would have other material adverse tax consequences to such Member or any direct or indirect owner of such Member,
then at the written election of such Member in its sole discretion (in an instrument signed by such Member and delivered to the
Corporation) and to the extent specified therein by such Member, this Agreement shall cease to have further effect and shall not
apply to an Exchange occurring after a date specified by such Member, or may be amended by in a manner reasonably determined by
such Member, provided that such amendment shall not result in an increase in any payments owed by the Corporation under
this Agreement at any time as compared to the amounts and times of payments that would have been due in the absence of such amendment.


 


Section 7.14         Interest Rate Limitation.
Notwithstanding anything to the contrary contained herein, the interest paid or agreed to be paid hereunder with respect to amounts
due to any Member hereunder shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum
Rate”). If any Member shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be
applied to the Tax Benefit Payment or Early Termination Payment, as applicable (but in each case exclusive of any component thereof
comprising interest) or, if it exceeds such unpaid non-interest amount, refunded to the Corporation. In determining whether the
interest contracted for, charged, or received by any Member exceeds the Maximum Rate, such Member may, to the extent permitted
by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b)
exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts
the total amount of interest throughout the contemplated term of the payment obligations owed by the Corporation to such Member
hereunder. Notwithstanding the foregoing, it is the intention of the Parties to conform strictly to any applicable usury laws.


 


Section 7.15         Independent
Nature of Rights and Obligations. The rights and obligations of each Member hereunder
are several and not joint with the rights and obligations of any other Person. A Member shall not be responsible in any way for
the performance of the obligations of any other Person hereunder, nor shall a Member have the right to enforce the rights or obligations
of any other Person hereunder (other than the Corporation). The obligations of a Member hereunder are solely for the benefit of,
and shall be enforceable solely by, the Corporation. Nothing contained herein or in any other agreement or document delivered
at any closing, and no action taken by any Member pursuant hereto or thereto, shall be deemed to constitute the Members acting
as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Members are in
any way acting in concert or as a group with respect to such rights or obligations or the transactions contemplated hereby, and
the Corporation acknowledges that the Members are not acting in concert or as a group and will not assert any such claim with
respect to such rights or obligations or the transactions contemplated hereby.


 


[Signature Page Follows This Page]




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IN WITNESS WHEREOF, the undersigned have
executed or caused to be executed on their behalf this Agreement as of the date first written above.


 


	 	CORPORATION:
	 	 	 	 
	 	 	TRADEWEB MARKETS INC.
	 	 	 	 
	 	 	By:	                            
	 	 	Name:	 
	 	 	Title:	       
	 	 		
	 	TWM LLC:
	 	 	 	 
	 	 	TRADEWEB MARKETS LLC
	 	 	 	 
	 	 	By:	            
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	MEMBERS:




      


     


    

  


Exhibit A


 


FORM OF JOINDER AGREEMENT


 


This JOINDER AGREEMENT, dated as of[•],
20[•] (this “Joinder”), is delivered pursuant to that certain Tax Receivable Agreement, dated as of [•], 2019
(as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Tax Receivable
Agreement”) by and among Tradeweb Markets Inc., a Delaware corporation (the “Corporation”), Tradeweb
Markets LLC, a Delaware limited liability company (“TWM LLC”), and each of the Members from time to time party
thereto. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in the Tax Receivable Agreement.


 


1.            Joinder to the
Tax Receivable Agreement. The undersigned hereby represents and warrants to the Corporation that, as of the date hereof, the
undersigned has been assigned an interest in the Tax Receivable Agreement from a Member.


 


2.            Joinder to the
Tax Receivable Agreement. Upon the execution of this Joinder by the undersigned and delivery hereof to the Corporation, the
undersigned hereby is and hereafter will be a Member under the Tax Receivable Agreement and a Party thereto, with all the rights,
privileges and responsibilities of a Member thereunder. The undersigned hereby agrees that it shall comply with and be fully bound
by the terms of the Tax Receivable Agreement as if it had been a signatory thereto as of the date thereof.


 


3.            Incorporation
by Reference. All terms and conditions of the Tax Receivable Agreement are hereby incorporated by reference in this Joinder
as if set forth herein in full.


 


4.            Address.
All notices under the Tax Receivable Agreement to the undersigned shall be direct to:


 


[Name]


[Address]


[City, State, Zip Code]


Attn:


Facsimile:


E-mail:


 


IN WITNESS WHEREOF, the undersigned has duly executed and delivered
this Joinder as of the day and year first above written.


 


_____________________________


 


[Exhibit A]


 




      


     


    

 


	 	[NAME OF NEW PARTY]
	 	 	 
	 	By:	                           
	 	Name:	 
	 	Title:	 


 


	Acknowledged and agreed	 
	as of the date first set forth above:	 
	 	 
	Tradeweb Markets Inc.	 
	 	 	 
	By:	                                  	 
	Name:	 	 
	Title:	 	 


 


[Exhibit A]