CORPORATE CONVERSION AGREEMENT by and among BGC PARTNERS, INC., BGC GROUP, INC., BGC HOLDINGS, L.P., BGC GP, LLC, BGC PARTNERS II, INC., BGC PARTNERS II, LLC, BGC HOLDINGS MERGER SUB, LLC and solely for purposes of Section 5.6, Section 5.10, Section...Corporate Conversion Agreement • November 16th, 2022 • BGC Partners, Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
This CORPORATE CONVERSION AGREEMENT, dated as of November 15, 2022 (this “Agreement”), is by and among BGC Partners, Inc., a Delaware corporation (“BGC Partners”), BGC Holdings, L.P., a Delaware limited partnership (“BGC Holdings”), BGC GP, LLC, a Delaware limited liability company and the general partner of BGC Holdings (“BGC Holdings GP”), BGC Group, Inc., a Delaware corporation and a direct wholly owned Subsidiary of BGC Partners (“Holdco”), BGC Partners II, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Holdco (“Merger Sub 1”), BGC Partners II, LLC, a Delaware limited liability company and a direct wholly owned Subsidiary of Holdco (“Merger Sub 2” and together with Merger Sub 1, the “Merger Subs”), BGC Holdings Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned Subsidiary of BGC Holdings (“Holdings Merger Sub”), and, solely for purposes of Section 5.6, Section 5.10, Section 5.11, Section 6.1, Section 6.4, Section 7.1(f), Section 7.
SUPPORT AGREEMENTSupport Agreement • November 16th, 2022 • BGC Partners, Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
This SUPPORT AGREEMENT, dated as of November 15, 2022 (this “Agreement”), is made by and between BGC Partners, Inc., a Delaware corporation (“BGC Partners”), and Cantor Fitzgerald, L.P., a Delaware limited partnership (“Cantor”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Corporate Conversion Agreement (as defined below).
