Exhibit 10.16


 





INDEMNIFICATION AGREEMENT


 


This Indemnification
Agreement is effective as of [    ], 2019 (this “Agreement”) and is between
Tradeweb Markets Inc., a Delaware corporation (the “Company”), and the undersigned director/officer of
the Company (the “Indemnitee”).


 


Background


 


The Company believes
that, in order to attract and retain highly competent persons to serve as directors or in other capacities, including as officers,
it must provide such persons with adequate protection through indemnification against the risks of claims and actions against them
arising out of their services to and activities on behalf of the Company.


 


The Company desires and
has requested Indemnitee to serve as a director and/or officer of the Company and, in order to induce the Indemnitee to serve in
such capacity, the Company is willing to grant the Indemnitee the indemnification provided for herein. Indemnitee is willing to
so serve on the basis that such indemnification be provided.


 


The parties by this Agreement
desire to set forth their agreement regarding indemnification and the advancement of expenses.


 


In consideration of Indemnitee’s
service to the Company, the covenants and agreements set forth below and for other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:


 


Section 1.          Indemnification.


 


To the fullest extent
permitted by the General Corporation Law of the State of Delaware (the “DGCL”) :


 


(a)          The
Company shall indemnify Indemnitee if Indemnitee was or is made, or is threatened to be made a party to, or is otherwise involved
in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that Indemnitee
is or was or has agreed to serve as a director of the Company or an officer of the Company, or while serving as a director or officer
of the Company, is or was serving or has agreed to serve at the request of the Company as a director, officer, employee, agent
or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect
to an employee benefit plan whether the basis of such proceeding is alleged action in an official capacity as a director, officer,
employee, agent or trustee or in any other capacity while serving as a director, officer, employee, agent or trustee.


 


(b)          The
indemnification provided by this Section 1 shall be from and against all expense, liability and loss (including attorneys’
fees, judgments, fines, excise taxes or penalties relating to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)
and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith.


 




     


     


    

 


Section 2.          Advance
Payment of Expenses. To the fullest extent permitted by the DGCL, the Indemnitee shall also have the right to be paid by
the Company, expenses (including attorney’s fees) incurred by Indemnitee in appearing at, participating in or defending any
proceeding or in connection with a proceeding brought to establish or enforce a right to indemnification or advancement of expenses
under this Agreement (which shall be governed by Section 3(e) of this Agreement), in advance of the final disposition
of such action, suit or proceeding within 20 days after receipt by the Company of a statement or statements from Indemnitee requesting
such advance or advances from time to time. The Indemnitee hereby undertakes to repay all amounts so advanced if it shall ultimately
be determined by final judicial decision from which there is no further right to appeal that the Indemnitee is not entitled to
be indemnified or entitled to advancement of expenses under Section 1 and Section 2 of this Agreement or otherwise. No other form
of undertaking shall be required of Indemnitee other than the execution of this Agreement. This Section 2 shall be
subject to Section 3(b) and shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant
to Section 6 and Section 7.


 


Section 3.          Procedure
for Indemnification; Notification and Defense of Claim.


 


(a)          Promptly
after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim in respect
thereof is to be made against the Company hereunder, notify the Company in writing of the commencement thereof. The failure to
promptly notify the Company of the commencement of the action, suit or proceeding, or of Indemnitee’s request for indemnification,
will not relieve the Company from any liability that it may have to Indemnitee hereunder, except to the extent the Company is actually
and materially prejudiced in its defense of such action, suit or proceeding as a result of such failure. To obtain indemnification
under this Agreement, Indemnitee shall submit to the Company a written request therefor including such documentation and information
as is reasonably available to Indemnitee and is reasonably necessary to enable the Company to determine whether and to what extent
Indemnitee is entitled to indemnification.


 


(b)          With
respect to any action, suit or proceeding of which the Company is so notified as provided in this Agreement, the Company shall,
subject to the last two sentences of this paragraph, be entitled to assume the defense of such action, suit or proceeding, with
counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After
delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will
not be liable to Indemnitee under this Agreement for any subsequently-incurred fees of separate counsel engaged by Indemnitee with
respect to the same action, suit or proceeding unless the employment of separate counsel by Indemnitee has been previously authorized
in writing by the Company. Notwithstanding the foregoing, if Indemnitee, based on the advice of his or her counsel, shall have
reasonably concluded (with written notice being given to the Company setting forth the basis for such conclusion) that, in the
conduct of any such defense, there is or is reasonably likely to be a conflict of interest or position between the Company and
Indemnitee with respect to a significant issue, then the Company will not be entitled, without the written consent of Indemnitee,
to assume such defense. In addition, the Company will not be entitled, without the written consent of Indemnitee, to assume the
defense of any claim brought by or in the right of the Company.


 




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(c)          To
the fullest extent permitted by the DGCL, the Company’s assumption of the defense of an action, suit or proceeding in accordance
with paragraph (b) above will constitute an irrevocable acknowledgement by the Company that any loss and liability suffered
by Indemnitee and expenses (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid
in settlement) paid by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Company under
Section 1.


 


(d)          The
determination whether to grant Indemnitee’s indemnification request shall be made promptly and in any event within 60 days
following the Company’s receipt of a request for indemnification in accordance with Section 3(a). If the Company
determines that Indemnitee is entitled to such indemnification or, as contemplated by paragraph (c) above, the Company has acknowledged
such entitlement, the Company will make payment to Indemnitee of the indemnifiable amount within such 60 day period. If the Company
is not deemed to have so acknowledged such entitlement or the Company’s determination of whether to grant Indemnitee’s
indemnification request shall not have been made within such 60 day period, the requisite determination of entitlement to indemnification
shall, subject to Section 6, nonetheless be deemed to have been made and Indemnitee shall be entitled to such indemnification,
absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s
statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification
under the DGCL.


 


(e)          In
the event that (i) the Company determines in accordance with this Section 3 that Indemnitee is not entitled to
indemnification under this Agreement, (ii) the Company denies a request for indemnification, in whole or in part, or fails
to respond or make a determination of entitlement to indemnification within 60 days following receipt of a request for indemnification
as described above, (iii) payment of indemnification is not made within such 60 day period, (iv) advancement of expenses
is not timely made in accordance with Section 2, or (v) the Company or any other person takes or threatens to
take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed
to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee
shall be entitled to an adjudication in any court of competent jurisdiction of his or her entitlement to such indemnification or
advancement of expenses. Indemnitee’s expenses (including attorneys’ fees) incurred in connection with successfully
establishing Indemnitee’s right to indemnification or advancement of expenses, in whole or in part, in any such proceeding
or otherwise shall also be indemnified by the Company to the fullest extent permitted by the DGCL.


 


(f)          Indemnitee
shall be presumed to be entitled to indemnification and advancement of expenses under this Agreement upon submission of a request
therefor in accordance with Section 2 or Section 3 of this Agreement, as the case may be. The Company shall
have the burden of proof in overcoming such presumption.


 




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Section 4.          Insurance
and Subrogation.


 


(a)          The
Company shall use its reasonable best efforts to purchase and maintain a policy or policies of insurance with reputable insurance
companies with A.M. Best ratings of “A-” or better (or, if A.M. Best does not rate the insurance company, an equivalent
rating by an equivalent licensed insurance rating organization or agency), providing Indemnitee with coverage for any liability
asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf by reason of the fact that Indemnitee is or was or
has agreed to serve as a director or officer of the Company, is or was serving or has agreed to serve at the request of the Company
as a director, officer, employee, agent or trustee of another corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan, or arising out of Indemnitee’s status as such, whether or not
the Company would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. Such insurance
policies shall have coverage terms and policy limits at least as favorable to Indemnitee as the insurance coverage provided to
any other director or officer of the Company. If the Company has such insurance in effect at the time the Company receives from
Indemnitee any notice of the commencement of an action, suit or proceeding, the Company shall give prompt notice of the commencement
of such action, suit or proceeding to the insurers in accordance with the procedures set forth in the policy. The Company shall
thereafter take all reasonably necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts
payable as a result of such proceeding in accordance with the terms of such policy.


 


(b)          Subject
to Section 9(b), in the event of any payment by the Company under this Agreement, the Company shall be subrogated to
the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy. Indemnitee shall
execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary
to enable the Company to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Company shall
pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation.


 


(c)          Subject
to Section 9(b), the Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable
hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) if
and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract,
agreement or otherwise.


 


Section 5.          Certain
Definitions. For purposes of this Agreement, the following definitions shall apply:


 


(a)          The
term “action, suit or proceeding” shall be broadly construed and shall include, without limitation, the
investigation, preparation, prosecution, defense, settlement, arbitration and appeal of, and the giving of testimony in, any threatened,
pending or completed claim, action, suit, arbitration, alternative dispute mechanism or proceeding, whether civil, criminal, administrative
or investigative.


 


(b)          The
term “by reason of the fact that Indemnitee is or was or has agreed to serve as a director or officer of the Company,
or while serving as a director or officer of the Company, is or was serving or has agreed to serve at the request of the Company
as a director, officer, employee, agent or trustee of another corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan” shall be broadly construed and shall include, without
limitation, any actual or alleged act or omission to act.


 




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(c)          The
term “expenses” shall be broadly construed and shall include, without limitation, all direct and indirect
costs of any type or nature whatsoever (including, without limitation, all attorneys’ fees and related disbursements, appeal
bonds and other out-of-pocket costs), actually and reasonably incurred by Indemnitee in connection with either the investigation,
defense or appeal of an action, suit or proceeding or establishing or enforcing a right to indemnification under this Agreement
or otherwise incurred in connection with a claim that is indemnifiable hereunder.


 


(d)          The
term “judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement” shall be broadly
construed and shall include, without limitation, all direct and indirect payments of any type or nature whatsoever, as well as
any penalties or excise taxes assessed on a person with respect to an employee benefit plan.


 


Section 6.          Limitation
on Indemnification.


 


Notwithstanding any other
provision herein to the contrary, the Company shall not be obligated pursuant to this Agreement:


 


(a)          Claims
Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or proceeding (or part
thereof), however denominated, initiated by Indemnitee, other than (i) an action, suit or proceeding brought to establish
or enforce a right to indemnification or advancement of expenses under this Agreement (which shall be governed by the provisions
of Section 6(b) of this Agreement) and (ii) an action, suit or proceeding (or part thereof) that was authorized
or consented to by the board of directors of the Company, it being understood and agreed that such authorization or consent shall
not be unreasonably withheld in connection with any compulsory counterclaim brought by Indemnitee in response to an action, suit
or proceeding otherwise indemnifiable under this Agreement.


 


(b)          Action
for Indemnification. To indemnify Indemnitee for any expenses incurred by Indemnitee with respect to any action, suit or proceeding
instituted by Indemnitee to enforce or interpret this Agreement, unless Indemnitee is successful in such action, suit or proceeding
in establishing Indemnitee’s right, in whole or in part, to indemnification or advancement of expenses hereunder (in which
case such indemnification or advancement shall be to the fullest extent permitted by the DGCL), or unless and to the extent that
the court in such action, suit or proceeding shall determine that, despite Indemnitee’s failure to establish his or her right
to indemnification, Indemnitee is entitled to indemnification for such expenses; provided, however, that nothing
in this Section 6(b) is intended to limit the Company’s obligations with respect to the advancement of expenses
to Indemnitee in connection with any such action, suit or proceeding instituted by Indemnitee to enforce or interpret this Agreement,
as provided in Section 2 hereof.


 


(c)          Section
16(b) Matters. To indemnify Indemnitee on account of any suit in which judgment is rendered against Indemnitee for disgorgement
of profits made from the purchase or sale by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b)
of the Securities Exchange Act of 1934, as amended.


 




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(d)          Fraud
or Willful Misconduct. To indemnify Indemnitee on account of conduct by Indemnitee where such conduct has been determined by
a final (not interlocutory) judgment or other adjudication of a court or arbitration or administrative body of competent jurisdiction
as to which there is no further right or option of appeal or the time within which an appeal must be filed has expired without
such filing to have been knowingly fraudulent or constitute willful misconduct.


 


(e)          Prohibited
by Law. To indemnify Indemnitee in any circumstance where such indemnification has been determined by a final (not interlocutory)
judgment or other adjudication of a court or arbitration or administrative body of competent jurisdiction as to which there is
no further right or option of appeal or the time within which an appeal must be filed has expired without such filing to be prohibited
by law.


 


Section 7.          Certain
Settlement Provisions. The Company shall have no obligation to indemnify Indemnitee under this Agreement for any amounts
paid in settlement of any action, suit or proceeding without the Company’s prior written consent. The Company shall not settle
any action, suit or proceeding in any manner that would impose any fine or other obligation on Indemnitee or includes an admission
of wrongdoing by the Indemnitee without Indemnitee’s prior written consent. Neither the Company nor Indemnitee will unreasonably
withhold his, her, its or their consent to any proposed settlement.


 


Section 8.          Savings
Clause. If any provision or provisions (or portion thereof) of this Agreement shall be invalidated on any ground by any
court of competent jurisdiction, then the Company shall nevertheless indemnify Indemnitee if Indemnitee was or is made or is threatened
to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative,
by reason of the fact that Indemnitee is or was or has agreed to serve as a director of the Company or an officer of the Company,
or while serving as a director or officer of the Company, is or was serving or has agreed to serve at the request of the Company
as a director, officer, employee, agent or trustee of another corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan, or by reason of any action alleged to have been taken or omitted in
such capacity, from and against all loss and liability suffered and expenses (including attorneys’ fees, judgments, fines,
ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred by or on behalf of Indemnitee in connection
with such action, suit or proceeding, including any appeals, to the fullest extent permitted by any applicable portion of this
Agreement that shall not have been invalidated.


 


Section 9.          Contribution/Jointly
Indemnifiable Claims.


 


(a)          In
order to provide for just and equitable contribution in circumstances in which the indemnification provided for herein is held
by a court of competent jurisdiction to be unavailable to Indemnitee in whole or in part, it is agreed that, in such event, the
Company shall, to the fullest extent permitted by the DGCL, contribute to the payment of all of Indemnitee’s loss and liability
suffered and expenses (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement)
reasonably incurred by or on behalf of Indemnitee in connection with any action, suit or proceeding, including any appeals, in
an amount that is just and equitable in the circumstances; provided, that, without limiting the generality of the foregoing,
such contribution shall not be required where such holding by the court is due to any limitation on indemnification set forth in
Section 4(c), 6 (other than clause (e)) or 7 hereof.


 




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(b)          Given
that certain jointly indemnifiable claims (as defined below) may arise due to the service of the Indemnitee as a director and/or
officer of the Company and as a director, officer, employee or agent of one or more Indemnitee-related entities (as defined below),
the Company acknowledges and agrees that the Company shall be fully and primarily responsible for the payment to the Indemnitee
in respect of indemnification or advancement of expenses in connection with any such jointly indemnifiable claim, pursuant to and
in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnitee may have from the Indemnitee-related
entities. Under no circumstance shall the Company be entitled to any right of subrogation against or contribution by the Indemnitee-related
entities and no right of advancement or recovery the Indemnitee may have from the Indemnitee-related entities shall reduce or otherwise
alter the rights of the Indemnitee or the obligations of the Company hereunder. In the event that any of the Indemnitee-related
entities shall make any payment to the Indemnitee in respect of indemnification or advancement of expenses with respect to any
jointly indemnifiable claim, the Indemnitee-related entity making such payment shall be subrogated to the extent of such payment
to all of the rights of recovery of the Indemnitee against the Company, and Indemnitee shall execute all papers reasonably required
and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may
be necessary to enable the Indemnitee-related entities effectively to bring suit to enforce such rights. The Company and Indemnitee
agree that each of the Indemnitee-related entities shall be third-party beneficiaries with respect to this Section 9(b),
entitled to enforce this Section 9(b) as though each such Indemnitee-related entity were a party to this Agreement.
For purposes of this Section 9(b), the following terms shall have the following meanings:


 


(i)          The
term “Indemnitee-related entities” means any corporation, limited liability company, partnership, joint venture, trust,
employee benefit plan or other enterprise (other than the Company or any other corporation, limited liability company, partnership,
joint venture, trust, employee benefit plan or other enterprise for which the Indemnitee has agreed, on behalf of the Company or
at the Company’s request, to serve as a director, officer, employee or agent and which service is covered by the indemnity
described in this Agreement) from whom an Indemnitee may be entitled to indemnification or advancement of expenses with respect
to which, in whole or in part, the Company may also have an indemnification or advancement obligation (other than as a result of
obligations under an insurance policy).


 


(ii)         The
term “jointly indemnifiable claims” shall be broadly construed and shall include, without limitation, any action, suit
or proceeding for which the Indemnitee shall be entitled to indemnification or advancement of expenses from both the Indemnitee-related
entities and the Company pursuant to applicable law, any agreement, certificate of incorporation, bylaws, partnership agreement,
operating agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the
Company or the Indemnitee-related entities, as applicable.


 




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Section 10.         Form
and Delivery of Communications. All notices, requests, demands and other communications under this Agreement shall be in
writing and shall be deemed to have been duly given if (a) delivered by hand, upon receipt by the party to whom said notice
or other communication shall have been directed, (b) mailed by certified or registered mail with postage prepaid, on the third
business day after the date on which it is so mailed, (c) mailed by reputable overnight courier, one day after deposit with
such courier and with written verification of receipt or (d) sent by email transmission, with receipt of written non-automated
confirmation that such transmission has been received. Notice to the Company shall be directed to Douglas Friedman, General Counsel
and Secretary, by email at Douglas.Friedman@tradeweb.com. Notice to Indemnitee shall be directed to Indemnitee’s contact
information on file with the Company’s Secretary or its Human Resources Department.


 


Section 11.         Nonexclusivity.
The provisions for indemnification and advancement of expenses set forth in this Agreement shall not be deemed exclusive of any
other rights which Indemnitee may have under any provision of law, in any court in which a proceeding is brought, other agreements
or otherwise, and Indemnitee’s rights hereunder shall inure to the benefit of the heirs, executors and administrators of
Indemnitee. No amendment or alteration of the Company’s Certificate of Incorporation or Bylaws or any other agreement shall
adversely affect the rights provided to Indemnitee under this Agreement.


 


Section 12.         No
Construction as Employment Agreement. Nothing contained herein shall be construed as giving Indemnitee any right to be
retained as a director of the Company or in the employ of the Company. For the avoidance of doubt, the indemnification and advancement
of expenses provided under this Agreement shall continue as to the Indemnitee even though he may have ceased to be a director
or officer of the Company.


 


Section 13.         Interpretation
of Agreement. It is understood that the parties hereto intend this Agreement to be interpreted and enforced so as to provide
indemnification to Indemnitee to the fullest extent now or hereafter permitted by the DGCL.


 


Section 14.         Entire
Agreement. This Agreement and the documents expressly referred to herein constitute the entire agreement between the parties
hereto with respect to the matters covered hereby, and any other prior or contemporaneous oral or written understandings or agreements
with respect to the matters covered hereby are expressly superseded by this Agreement.


 


Section 15.         Modification
and Waiver. No supplement, modification, waiver or amendment of this Agreement shall be binding unless executed in writing
by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver
of any other provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. For the avoidance
of doubt, this Agreement may not be terminated by the Company without Indemnitee’s prior written consent.


 


Section 16.         Successor
and Assigns. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and
shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal
representatives. The Company 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 such Indemnitor, by written agreement in form and substance
reasonably satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform if no such succession had taken place.


 




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Section 17.         Service
of Process and Venue. The Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action
or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware
(the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in
any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or
proceeding arising out of or in connection with this Agreement, (iii) appoint, to the extent such party is not otherwise subject
to service of process in the State of Delaware, irrevocably Corporation Service Company, 251 Little Falls Drive, Wilmington, DE
19808 as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any
such action or proceeding against such party with the same legal force and validity as if served upon such party personally within
the State of Delaware, (iv) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court,
and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court
has been brought in an improper or inconvenient forum.


 


Section 18.         Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. If a court
of competent jurisdiction shall make a final determination that the provisions of the law of any state other than Delaware govern
indemnification by the Company of Indemnitee, then the indemnification provided under this Agreement shall in all instances be
enforceable to the fullest extent permitted under such law, notwithstanding any provision of this Agreement to the contrary.


 


Section 19.         Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together
shall be deemed to be one and the same instrument, notwithstanding that both parties are not signatories to the original or same
counterpart.


 


Section 20.         Headings.
The section and subsection headings contained in this Agreement are for reference purposes only and shall not affect in any way
the meaning or interpretation of this Agreement.


 




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This Agreement has been duly executed and
delivered to be effective as of the date first above written.


 





	Company:	 	Indemnitee:
	 	 	 
	TRADEWEB MARKETS INC.	 	 
	 	 	 
	By:	      	 	 
	Name:	 	Name:
	Title:	 	Title:







  


[Signature Page to Indemnification Agreement]