BGC Partners, Inc. (Form: 8-K, Received: 12/16/2016 17:01:32)

BGC Partners, Inc.

Date: December 16, 2016

/s/ Howard W. Lutnick

Name: Howard W. Lutnick

Title: Chairman and Chief Executive Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 14, 2016

BGC Partners, Inc.

(Exact name of registrant as specified in its charter)

Delaware

0-28191, 1-35591

13-4063515

(State or other jurisdiction

of incorporation)

(Commission

File Numbers)

(IRS Employer

Identification No.)

499 Park Avenue, New York, NY 10022

(Address of principal executive offices)

Registrant’s telephone number, including area code (212) 610-2200

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

The information required by this Item 1.01 is set forth under Item 8.01 below and is hereby incorporated by reference in response to this Item.

ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On December 14, 2016, Shaun D. Lynn, the President of BGC Partners, Inc. (the “Company”), entered into an amended and restated deed of adherence (the “New Lynn Deed”) with BGC Services (Holdings) LLP (the “U.K. Partnership”). The Compensation Committee of the Company’s Board of Directors approved the New Lynn Deed and a related letter agreement, dated December 14, 2016 (the “Letter Agreement”), providing for a grant to Mr. Lynn of 1,000,000 NPSUs and 3,500,000 LPUs in BGC Holdings, L.P. (the “Partnership”), effective as of October 1, 2016.

The New Lynn Deed provides for substantially similar terms to the amended and restated deed of adherence to the limited liability partnership agreement (the “LLP Agreement”) of the U.K. Partnership entered into by Mr. Lynn effective as of January 7, 2013 (as then amended and restated, the “Old Lynn Deed”), except that (i) the 52-week rolling notice period has been replaced with a fixed term contract expiring March 31, 2023, with a 24-month advance rolling notice period; (ii) the term of the restrictive covenants in the Old Lynn Deed has been extended from 18 months to two years; (iii) the profit allocation payable to Mr. Lynn in the event of a termination due to illness or injury will be based on a pro rata portion of the profit allocation for the prior year; and (iv) the profit allocation payable in the event of the death of Mr. Lynn will be payable to his estate all in cash, with the Compensation Committee taking into consideration the portion of the year served and the profit allocation which might have paid to Mr. Lynn in the event that he had survived.

Further, on or about each October 1 of 2017 through 2020, pursuant to the Letter Agreement, the Partnership shall grant an aggregate award of 250,000 non-exchangeable LPUs in replacement of 250,000 of the above-referenced NPSUs, provided that (i) the Company, inclusive of all affiliates thereof, earns, in the aggregate, at least $5 million in gross revenues in the calendar quarter in respect of which the applicable award of LPUs is to be granted, and (ii) except in the event of Mr. Lynn’s death prior to the applicable grant date, Mr. Lynn remains a member in the U.K. Partnership and has complied at all times with the New Lynn Deed and the Agreement of Limited Partnership of BGC Holdings, L.P., Amended and Restated as of March 31, 2008 (as further amended from time to time, the “Partnership Agreement”), as of the applicable grant date. The LPUs shall be subject to customary adjustments due to membership in the U.K. Partnership upon their exchange or redemption (e.g., 9.75% cancellation/forfeiture upon exchange).

In the event of a change of control of the U.K. Partnership at any time while Mr. Lynn is providing substantial services to the Company or an affiliate thereof (the date such event takes effect, the “Change in Control”), then the Partnership shall grant exchangeable LPUs in replacement of any of the above NPSUs then held by Mr. Lynn, and any of the above non-exchangeable LPUs then held by Mr. Lynn shall become exchangeable for shares of the Company’s Class A common stock as follows: (a) in a lump sum following (i) the third anniversary of the Change of Control if Mr. Lynn continuously provides substantial services (as an employee, member, partner, consultant, or otherwise) to the Company, any of the individual(s) or entity(ies) which acquire(s) control of the Company (the “Controller”), or any affiliate thereof for the three years after the Change of Control, or (ii) the date the Controller permanently terminates Mr. Lynn’s services in all capacities to the Company, the Controller, and all affiliates thereof prior to the third anniversary of the Change of Control if the circumstances amount to a fundamental breach of contract by the Controller as determined by a court of competent jurisdiction, or (b) ratably on or about the first through third anniversaries following the Change of Control if the Controller permanently terminates Mr. Lynn’s services in all capacities to the Company, the Controller, and all affiliates thereof prior to the third anniversary of the Change of Control unless (a)(ii) above applies. These rights are subject to compliance by Mr. Lynn with certain terms and conditions set forth in the applicable agreements, including not engaging in Competitive Activity (as such term is defined under the Partnership Agreement) at any time prior to the applicable grant of exchangeability. The grant of exchangeability with respect to such LPUs will be determined in accordance with the Company’s practices when determining discretionary bonuses or awards, and any grants of exchangeability shall be subject to the approval of the Compensation Committee.

In addition, the Compensation Committee approved a separate consultancy agreement between Mr. Lynn and the U.K. Partnership dated December 14, 2016, under which Mr. Lynn will be paid a fee of $20,833.33 per month ($250,000 per year) for his services, commencing upon the termination of his membership in the U.K. Partnership until the earlier of five years following such termination or such time as the U.K. Partnership chooses to terminate the engagement (the “Consultancy Agreement”). The Consultancy Agreement subjects Mr. Lynn to substantially the same two-year restrictive covenants as in the New Lynn Deed subsequent to his consultancy termination.

The foregoing descriptions of the New Lynn Deed, the Consultancy Agreement and the Letter Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such documents that are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

ITEM 8.01. OTHER EVENTS.

On December 14, 2016, BGC GP LLC, a subsidiary of the Company and the General Partner of the Partnership, and Cantor, the Majority in Interest Exchangeable Limited Partner of the Partnership, entered into the Twelfth Amendment to the Agreement of Limited Partnership of the Partnership, effective as of October 1, 2016 (the “Amendment”). The Amendment was entered into to amend certain terms and conditions of the Partnership’s non-distributing partnership units (“N Units”) in order to provide flexibility to the Company and the Partnership in using such N Units in connection with compensation arrangements and practices.

The Amendment provides for a minimum $5 million gross revenue requirement in a given quarter as a condition for an N Unit to be replaced by another type of Partnership unit in accordance with the Partnership Agreement and the grant documentation.

The Amendment was approved by the Audit Committee of the Board of Directors of the Company.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment attached as Exhibit 10.4 to this Current Report on Form 8-K and incorporated by reference herein.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d)

Exhibits

10.1	Amended and Restated Deed of Adherence, dated December 14, 2016, between Shaun D. Lynn and BGC Services (Holdings) LLP.

10.2	Consultancy Agreement, dated December 14, 2016, between Shaun D. Lynn and BGC Services (Holdings) LLP.

10.3	Letter Agreement, dated December 14, 2016, between Shaun D. Lynn and BGC Holdings, L.P.

10.4	Twelfth Amendment to the BGC Holdings, L.P. Agreement of Limited Partnership, as Amended and Restated, dated as of December 14, 2016 and effective as of October 1, 2016.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

[Signature Page to Form 8-K, dated December 16, 2016, with respect to Shaun Lynn’s revised

employment arrangements and the Twelfth Amendment to the BGC Holdings, L.P. Agreement of

Limited Partnership.]

EXHIBIT INDEX


Exhibit Number		Description

10.1		Amended and Restated Deed of Adherence, dated December 14, 2016, between Shaun D. Lynn and BGC Services (Holdings) LLP.

10.2		Consultancy Agreement, dated December 14, 2016, between Shaun D. Lynn and BGC Services (Holdings) LLP.

10.3		Letter Agreement, dated December 14, 2016, between Shaun D. Lynn and BGC Holdings, L.P.

10.4		Twelfth Amendment to the BGC Holdings, L.P. Agreement of Limited Partnership, as Amended and Restated, dated as of December 14, 2016 and effective as of October 1, 2016.

Exhibit 10.1

THIS AMENDED AND RESTATED DEED OF ADHERENCE ( “DEED”) is made the 14th day of December, 2016

BETWEEN:

(1)

BGC SERVICES (HOLDINGS) LLP , (the “ PARTNERSHIP ”), of One Churchill Place London E14 5RD; and

(2)

SHAUN D. LYNN (the “ FURTHER MEMBER ”),

and in favour of each Member of the Partnership and the Partnership for itself.

BACKGROUND:

(A)	By a Limited Liability Partnership Deed, the Partnership was established on 21 December 2011, the Members (as defined therein) agreed to regulate their relations as Members of the Partnership.

(B)

On 21 December 2012 the Members amended and restated the Limited Liability Partnership Deed (“Partnership Deed”) in contemplation of Further Members (as defined therein) joining the Partnership in the capacity of Individual Members subject at all times to the Board’s (as defined in the Partnership Deed) absolute discretion.

IT IS HEREBY AGREED as follows:

1	Interpretation

1.1	Save where the context otherwise requires, the words and expressions used in this Deed (and annexed Schedule) shall have the meanings respectively assigned to them in the Partnership Deed.

1.2	The Schedule hereto shall be deemed incorporated into this Deed as if repeated herein in full.

2	Adherence to Partnership

2.1

The Further Member covenants with the Members for the time being and the Partnership to observe, perform, remain subject to and provide all consents under the terms and conditions of the Partnership Deed with effect from 31 December 2012 (the “Date of Admission”) and shall from such date, subject at all times to the Board’s absolute discretion, be designated as an Individual Member. The Further Member confirms that he has read and fully understood the terms and conditions of the Partnership Deed and how they apply to him as an Individual Member.

2.2	The Further Member shall contribute £5000 to the Partnership upon the execution of this Deed pursuant to clause 7 of the Partnership Deed.

2.3	The Further Member shall be entitled to the following number of votes at any Members’ meeting:

one

subject always to the provisions of the Partnership Deed.

2.4

From and after the Date of Admission the provisions of Schedule 1 to this Deed of Adherence set out the Individual Member’s entitlement to profits under clause 8 of the Partnership Deed and the individual terms and conditions which apply to the Individual Member’s membership of the Partnership. Schedule 1 may be amended from time to time by the agreement of both the Partnership (acting through the Board) and the Individual Member in accordance with this Deed and in his capacity as an Individual Member the Partnership Deed in each case subject also to the approval of the BGC Partners, Inc. Compensation Committee.

2.5	This Deed shall be supplemental to and read together with the Partnership Deed. In the case of a conflict between any of the provisions of this Deed of Adherence and the Partnership Deed, this Deed of Adherence shall take precedence as between the Partnership and the Individual Member.

IN WITNESS WHEREOF the parties have executed this Deed the day and year first above written.


SIGNED and DELIVERED as a DEED by BGC SERVICES (HOLDINGS) LLP acting by:				) ) ):
				/s/ James Lightbourne
				(•)

Witnessed				/s/ Anastasia Kirsanova
				(•)

Name:

Address:


SIGNED and DELIVERED as a DEED by SHAUN D. LYNN acting by:				) ) ):
				/s/ Shaun D. Lynn
				(•)

				Witnessed
				/s/ Sean A. Windeatt
				(•)

Name:

Address:

[Amended and Restated Deed of Adherence

between BGC Holdings (Services) LLP and Shaun D. Lynn, dated 14th day of December, 2016]

SCHEDULE 1: INDIVIDUAL MEMBER’S TERMS AND CONDITIONS

NAME OF INDIVIDUAL MEMBER: SHAUN D. LYNN

DATE OF ADMISSION AS MEMBER:

ROLE: PRESIDENT:

DUTIES:

Overseeing the active growth and management of the Business of the Partnership and the businesses of any of its Affiliates as are assigned to the Individual by the Chairman (as defined below) in his sole and absolute discretion from time to time and shall include/exclude such further business(es) and/or personnel to conduct such business as the Chairman shall determine and assign to the Individual Member from time to time in his sole and absolute discretion but consistent with the business of the Partnership and/or any Affiliate at the time.

1.	DURATION OF MEMBERSHIP:

1.1

Without prejudice to the parties’ rights under the Partnership Deed and except as modified in accordance with Clause 7 herein, Membership is for a minimum initial period of up to and including 31 March 2023 (the “Initial Period”), and commencing 1 April 2021, either the Individual Member or the Partnership may at any time give twenty-four (24) months’ advance notice (the “Notice Period”) to the other in writing to terminate the Individual Member’s Membership, and (ii) such termination of Membership shall be effective upon the expiration of such Notice Period. Membership shall, unless terminated earlier in accordance with the terms of this Deed and except as modified in accordance with Clause 7 herein, continue following 31 March 2023 on the same terms and conditions set forth in this Deed until expiration of the Notice Period (such time period between 31 March 2023 and the expiration of the Notice Period shall be referred to as the “Renewal Period”). Any such notice given by the Individual Member or the Partnership hereunder shall also be delivered simultaneously in writing by the Individual Member or Partnership (as appropriate) to BGC Partners, Inc., c/o General Counsel, 499 Park Avenue, New York, NY 10022. Such notice shall be delivered by hand, electronic mail or overnight courier and shall be effective at such time as it is received by both the Individual Member or the Partnership, as the case may be, and by BGC Partners, Inc.

2.	WORKING REQUIREMENTS:

2.1	The Individual Member’s normal hours of work will be 7.15 am to 5.30 pm, on Monday to Friday, subject to clause 16.1(B) of the Partnership Deed and therefore the Individual Member shall work such hours and travel as may be reasonably required for the proper performance of his duties.

2.2

The Individual Member will carry out the business of the Partnership (or as required for one of its Affiliates) in the office at One Churchill Place, Canary Wharf, London, E14 5RD or such other offices of the Partnership or its Affiliates as they may reasonably require in the UK or abroad (Europe, Asia-Pacific or the US).

2.3

In addition to the Individual Member’s role as described above, the Individual Member shall also hold the position of President of BGC Partners, Inc. (“BGCP”) or such other capacity as the Partnership may reasonably require. The Individual Member shall report directly to the Chairman. For the purposes of this clause 2.3, “Chairman” shall mean the Chairman and/or Chief Executive Officer of BGCP.

2.4	The Individual Member shall accept (if offered) appointment as a statutory Director of the Partnership or any Affiliate and resign any such appointment if requested by the Board without any claim for damages or compensation.

2.5

In the event that the Individual Member refuses to comply with the terms of clause 2.4 within a reasonable period of being requested to do so, he hereby irrevocably appoints the Partnership to be his attorney to execute and do any such instrument or thing and generally to use his name for the purposes of giving the Partnership or an Affiliate or their nominee the full benefit of clause 2.4.

2.6

The Individual Member shall devote the whole of his time and attention, endeavours and abilities to promoting the interests and reputation of the Partnership and (i) he shall not engage in any activity which may be or may become in the reasonable opinion of the Chairman harmful to or contrary to the interests of the Partnership or any Affiliate, (ii) he shall well and faithfully serve the Partnership, (iii) he shall maintain the highest standards of integrity, honesty and fair dealing in his work for the Partnership.

3.	PROFIT ALLOCATION AND ADVANCE DRAWINGS:

Advance Drawings

3.1

Subject to clause 3.3, the Individual Member’s Allocated Monthly Advance Drawings will be: US$83,333.33. The Individual Member’s Allocated Monthly Advance Drawings will be payable monthly in arrears on or about the 21 ^st day of each month directly into his nominated bank account or building society account. The Individual Member’s Allocated Monthly Advance Drawings will be inclusive of any directors fees payable under the articles of association or equivalent of the Partnership or any Affiliate. The Individual Member’s Allocated Monthly Advance Drawings shall be reviewed by the BGCP Compensation Committee annually. The BGCP Compensation Committee shall be under no obligation to increase the Individual Member’s Allocated Monthly Advance Drawings following such review. There will be no review of the Individual Member’s Allocated Monthly Advance Drawings after notice has been given by either party to terminate the Individual Member’s Membership pursuant to the terms of this Deed or the Partnership Deed.

In accordance with the Partnership Deed, the Partnership will retain from Allocated Monthly Advance Drawings amounts on account of income tax and national insurance contributions.

Profit Allocation

3.2

The Individual Member will be entitled to his annualised Allocated Monthly Advance Drawings under clause 8.3 of the Partnership Deed per Financial Period of the Partnership and such further allocation of profit as the BGC Compensation Committee, through the Board, may determine in accordance with subparagraph 3.3 below (together the “Profit Allocation”). All payments of Profit Allocation shall be made in accordance with the Partnership Deed and subject to the availability of sufficient Partnership profits. The Individual Member’s allocations of income and capital profits and losses shall be amended under Clause 8.5 of the Partnership Deed in the event only that any such amendments are made also (on a pro rata temporis basis where appropriate) to every other Individual Member of the Partnership (as defined in the Partnership Deed) and Clause 8.5 of the Partnership Deed shall be deemed amended accordingly.

3.3	Subject to the satisfactory achievement by the Individual Member of such performance goals as may be established by the BGCP Compensation Committee in its absolute discretion from time to time and sections 4.2 and 8.3 of this Deed, the Partnership shall

pay the Individual Member a target allocation of profit for each Financial Period during the term of this Deed in the amount of 300% of annualised Allocated Monthly Advance Drawings, subject always to clause 4 below. The Individual Member will not be entitled to any sums pursuant to this clause 3.3 if, on the date allotted for any payment, the Individual Member is in fundamental breach of any provision of this Deed or any provision of the Partnership Deed (whether or not the Partnership has accepted such breach) other than if prior to the date of payment the Individual Member’s Membership has been terminated in circumstances that amount to a fundamental breach of contract by the Partnership as determined by a court of competent jurisdiction.

3.4

The relevant period for allocations under this Deed is the Financial Period of the Partnership or such other twelve month period as shall be determined by the Partnership in accordance with its then current practices and accounting policies but in each case the Partnership currently intends for any allocation of profit made pursuant to clause 3.3 to be made by January 30 following the Partnership’s Financial Period but agrees that it shall be made no later than 60 days after the end of the Partnership’s Financial Period.

3.5

Notwithstanding any other provision of this Deed or the Partnership Deed, a proportion of the Individual Member’s profit allocation under clause 3.3 in any Financial Period of the Partnership may as determined in the sole discretion of the BGCP Compensation Committee, through the Board, be paid not in cash but as a contingent non-cash grant, subject to the terms of the grant document(s) under which such non-cash grant was provided, including any vesting and cancellation provisions and restrictive covenants contained therein provided always that the first US$1,000,000 of any allocation of profit the Individual Member becomes entitled to pursuant to clause 3.3 of this Deed shall be comprised of cash.

3.6

The Individual Member acknowledges and agrees that the type of contingent non-cash award in clause 3.5 above may be in the form of LPUs or other such award type as determined by the Partnership in its discretion, and any grant to be awarded to him thereafter may be in the form of LPUs or other such award type as determined by the Partnership in its discretion. The Individual Member further acknowledges and agrees that the value of an LPU or other unit shall be deemed to be the result of the number of units granted multiplied by the closing price of BGCP Class A common stock on the date of final determination of such award, that an LPU or other unit has no Post-Termination Amount, and that an award of an LPU or other unit satisfies any obligation the Partnership may have with respect to clause 3.5. Nothing herein shall be construed as requiring the Partnership to procure the grant of any particular type of contingent non-cash grant award from time to time or prevents the Partnership from procuring the grant of any particular type of contingent non-cash grant award from time to time. For the avoidance of doubt, any payment, award, benefit, or loan of money or property (including without limitation distributions in respect of such award and the application of any distributions) (each an “Award”) pursuant to this Deed or otherwise, and whether provided by the Partnership or an Affiliate or an associated entity, may be made in such currency, using such currency exchange rates and on such terms, as shall be determined in the sole and absolute discretion of the Partnership. Where the Partnership procures that any such Award is provided to the Individual Member by an Affiliate or an associated entity, the Individual Member agrees that the Partnership shall be entitled to treat such Award as being in satisfaction of any of its own obligations to the Individual Member, including but not limited to clause 3.5 of this Deed.

4	SPECIAL PROVISIONS RELATING TO ILLNESS/INJURY AND TO DEATH:

Illness/Injury (pro rata payments and outstanding stock to vest)

4.1

In the event that the Individual Member is not, in the reasonable opinion of the Partnership, physically or mentally fit to perform his duties, his Membership may be terminated only on the following basis: Before terminating the Individual Member’s Membership under this clause 4.1, the Partnership will consult with the Individual Member and obtain a medical opinion at the Partnership’s reasonable discretion. Without prejudice to the foregoing, if the Individual Member cannot work or perform his duties because he is ill or injured for more than 180 days in any period of 12 months, the Partnership may terminate his Membership upon 30 days’ written notice in which event the provisions of Clause 4.2 shall apply. In addition, in the event the Individual Member cannot work or perform his duties because he is ill or injured for more than 30 days in any period of 12 months, any allocation of profit to which he was entitled under clause 3.3 of this Deed (but not clause 3.1 above) shall be prorated based on the number of days that he was unable to work or perform his duties.

4.2

Notwithstanding any other provision of this agreement, in the event that the Individual Member’s Membership is terminated under clause 4.1, he shall receive an allocation of profit under clause 3.3 for the proportion of the Financial Period up until the date of termination (in addition to any sum due under clauses 3.1 and/or 8.9 of this agreement). Such allocation of profit under clause 3.3 shall be calculated on a pro rata basis based on the number of days the Individual Member worked during the Financial Period (which period shall be calculated on the basis of the allocation of profit the Individual Member would otherwise be due under clause 3.3). The allocation of profit is subject to satisfaction of the applicable performance targets established by the BGCP Compensation Committee and shall be made at the same time as any allocation of profit due under clause 3.3 would have been made but for the termination of the Individual Member’s Membership.

Death

4.3

Notwithstanding any other provision of this agreement, in the event of the Individual Member’s death, in addition to any other sums then due under clause 3.1 or otherwise, a payment shall be made to his estate of an allocation of profit under clause 3.3, which allocation shall be calculated on a pro rata temporis basis for the proportion of the Financial Period served up until the date of his death. Such allocation of profit under clause 3.3 shall be based upon the allocation of profit the Individual Member would otherwise be due but for his death (under clause 3.3). The payment shall be made at the same time as any allocation of profit due under clause 3.3 would have been made but for the death of the Individual Member excluding the fact that the Individual Member shall have died before completion of the relevant financial year. In relation to the satisfactory achievement by the Individual Member of such performance goals as may have been established by the BGCP Compensation Committee (the “Committee”) in relation to the relevant Financial Year the LLP shall undertakes to procure that the Committee shall in good faith consider the proportion of the Financial Year served and that any decision falling to the Committee under clause 3.3 above be based upon whether or not, and if not the extent to which, the Member might reasonably be expected to have satisfactorily achieved the relevant financial targets had he not died prior to the end of that financial year when considering the appropriate sum to award under clause 3.3 and that they shall otherwise exclude from consideration the Member’s inability to conclude the Financial Year. Any such allocation of profit under clause 3.3 shall be paid fully in cash.

5.	BENEFITS:

The Partnership may provide benefits such as health insurance and permanent health insurance. The provision of such benefits is subject to the terms and rules of such benefit schemes prevailing from time to time. In particular (but without limitation) the Individual Member must provide full co-operation in connection with any claim made on his/her behalf under such benefits and is at all times responsible for providing any medical evidence that may be required by the insurers. Should the insurers refuse a claim, the Partnership will be under no further obligation to pay any remuneration or provide other benefits to the relevant Individual Member and the Individual Member expressly waives any express or implied term to the contrary. The Partnership reserves the right to vary, and/or replace any health insurance and/or permanent health insurance benefits from time to time at its absolute discretion.

6.	PENSIONS:

There is no pension offered by the Partnership.

7.	CHANGE OF CONTROL:

7.1

If there is a Change of Control of the Partnership at any time during the Initial Period (or Renewal Period as applicable), the Partnership or the individual or entity which acquires control of the Partnership (the “Continuing Company”) will be required within 120 days of the Change of Control to elect by notice in writing to the Individual Member either (i) to continue his Membership and extend the term of his Membership under this Deed for a period of three years from the date the Change of Control took effect (if the remaining term of this Deed as of such date is less than three years) or (ii) to terminate his Membership forthwith.

7.2

If the Continuing Company opts to extend the term of the Individual Member’s Membership under this Deed then he shall receive within thirty (30) days of its election to extend the term an amount equal to his aggregate Profit Allocation under this Deed for the most recent full Financial Period (the “Aggregate Profit Allocation Amount”) in addition to any other profit allocation that he may be entitled to under this Deed. In addition, if as of the second anniversary of the Change of Control the Individual Member is still engaged by the Continuing Company (or if the Individual Member is not engaged on such second anniversary date solely as a result of termination by the Continuing Company in circumstances that amount to a fundamental breach of contract by the Continuing Company as determined by a court of competent jurisdiction) and has not materially breached this Deed, he shall receive an additional payment of the Aggregate Profit Allocation Amount within thirty (30) days of such second anniversary.

7.3

If the Continuing Company elects to terminate the Individual Member’s membership under clause 7.1 above, he will be entitled to receive within thirty (30) days of such election two times his Aggregate Profit Allocation Amount under this Deed for the most recent full Financial Period in full and final settlement of all and any claims that he may have against the Partnership, the Continuing Company and/or any Affiliate pursuant to his Membership under this Deed and/or its termination.

7.4

Any payment under this clause 7 shall be made in cash and non-cash consideration in the same proportions as the Aggregate Profit Allocation Amount, provided that to the extent any non-cash grant or award contains vesting or any analogous provisions based on continued engagement by the Continuing Company, such provisions shall not extend beyond the then remaining term of this Deed, and provided, further, that in the event the Individual Member fails to satisfy such vesting conditions solely as a result of termination by the Continuing Company in circumstances that amount to a fundamental breach of contract by the Continuing Company as determined by a court of competent jurisdiction, such non-cash grant or award shall vest immediately.

7.5

In each case, unless otherwise provided in the applicable award agreement, all of the Individual Member’s stock options, restricted stock units, and other awards based on shares of BGC Partners, Inc.’s Class A Common Stock shall vest in full and become immediately exercisable, and all partnership units in BGC Holdings, L.P., including founding partner units, REUs, PSUs, PSIs, LPUs and any other units he may hold, shall, if applicable, vest in full and be granted immediately exchangeable exchange rights for shares of BGC Partners, Inc.’s Class A Common Stock (including any such awards or units issued to the Individual Member in connection with or related to a Change of Control). The Individual Member will also continue to receive the benefits he is entitled to on the date his membership terminates for two years from such date and a pro rata Profit Allocation for the year of termination.

7.6	For purposes of this Deed, a “Change of Control of the Partnership” shall occur in the event that and on the date that BGCP is no longer controlled by Cantor Fitzgerald, L.P. or a person or entity controlled by, controlling or under common control with Cantor Fitzgerald, L.P.

8.	AGREED AND AMENDED TO THE PARTNERSHIP DEED IN RESPECT OF THE INDIVIDUAL MEMBER’S MEMBERSHIP:

8.1	Clause 14.2(3) shall not apply to the Individual Member and is to be superseded in its entirety by the following:

“Wilful refusal or neglect by the Individual Member to carry out instructions from the board and/or Chairman”.

Clause 14.2.7 shall not apply to the Individual Member.

8.2	Clause 14.4 and 14.6 of the Partnership Deed shall not apply to the Individual Member and are to be superseded in their entirety by the following:

“14.4 Suspension

In circumstances where the Board considers it reasonable (including but not limited to investigating any disciplinary matter against the Individual Member) it reserves the right at its sole discretion, to require the Individual Member to remain at home (“Suspension”) for no more than 12 months in aggregate or assign to him such other duties consistent with his abilities in addition to or instead of the duties contained in this Deed of Adherence and the Partnership Deed. If any Suspension takes place solely as a result of a bona fide disciplinary investigation the period of such Suspension shall not exceed 3 months subject always to the Individual Member’s reasonable cooperation in connection with such investigation. During any period of Suspension the Individual Member shall continue to receive his Allocated Monthly Advance Drawings and, save to the extent varied by clause 8.2 below, such further profit allocation that would otherwise have been due under Clause 3 above but for such Suspension.

14.6 Consequences of Removal

In the event that an Individual Member gives notice to terminate or withdraw from Membership or otherwise seeks to leave the Partnership, the Board may, in its discretion, at any time require an Individual Member to remain at home and/or be under no obligation to assign any duties or provide any work for him or transfer the Individual Member to a different product area (“Garden Leave”). The terms applicable to the Individual Member during any period of Suspension or Garden Leave shall include the provisions of clause 14.5 of the Deed save to the extent varied by instructions given under this clause 14.6.

For the avoidance of doubt, during any period of Garden Leave an Individual Member shall continue to receive his Allocated Monthly Advance Drawings and, save to the extent varied by Clause 8.3 below, such further profit allocation that would otherwise have been due under Clause 3 above but for such Garden Leave.”

8.3

During any period of Garden Leave the Individual Member is required to serve under clause 14.6 of the Partnership Deed the Individual Member will receive an allocation of profit under clause 3.3 in respect of that year in the amount of US$1,000,000 (without prejudice to any allocation of profit under clause 3.3 of this Deed which was due to be paid in respect of any prior Financial Period).

8.4	Clause 15.4 of the Partnership Deed shall not apply to the Individual Member and is to be superseded in its entirety by the following:

“15.4 Profit Allocation

In calculating the profits of the Partnership for the purposes of this clause there shall only be included the fees and income due and payable to the Partnership on or before the Succession Date and, accordingly, no profits shall be deemed to have accrued in respect of any fees or allocations which are due and payable after the Succession Date. Any profit allocation due, together with any amount standing to the credit of the Outgoing Member’s Distribution Account, shall be allocated to the Outgoing Member as at the end of the relevant Financial Period in the normal course (and so the Member shall remain a Member to the extent necessary for these purposes only and with no rights other than under this clause until the end of the relevant Financial Period, and his rights as a Member shall be limited to his rights under this clause only and in each case his obligations limited to those that exist on or after the Succession Date), but the Outgoing Member shall be entitled to receive amounts equal to his Allocated Monthly Advance Drawings and any target allocation of profit pursuant to clause 3.3 of his Deed of Adherence above, plus amounts standing to the credit of his Distribution Account plus any other amounts owed to him less any deductions within 30 days of the completion of the Partnership Statement prepared pursuant to clause 15.3.”

8.5	Clause 16.1 (A), (D) and (M) of the Partnership Deed shall not apply to the Individual Member and are to be superseded in their entirety by the following:

“16.1

(A)

The Individual Member covenants to use his best endeavours to promote and develop the Business and to act in the best interests of the Partnership and its Affiliates at all times.

(D)

The Individual Member covenants to devote the whole of his working time to the Business of the Partnership or its Affiliates, except during holiday leave and absence due to sickness (each as provided for in clause 17). Notwithstanding the Individual Member’s interest in an Affiliate, he further covenants not to have an interest in any other entity, business, or enterprise (whether as an employee, contractor, partner, consultant, agent or otherwise) without the written consent of the Chairman, save for investment purposes of only 1% or less of outstanding securities of any corporation listed on a recognised stock exchange or traded in the over the counter markets.

(M)

The Individual Member will not deliberately conceal or falsely deny the existence of any details with respect to any offer or approach to take up employment, partnership or enter into another business relationship with a competitor of the Partnership (or its Affiliates).

Should the Individual Member decide to accept such an offer he must provide details of the terms of his Deed of Adherence (obscuring the remuneration) and clause 16.3 of the Partnership Deed to the competitor and notify the Chairman thereof in writing as soon as reasonably practicable.

The Individual Member further covenants that if he becomes aware of any Member or employee of the Partnership or its Affiliates being so approached he will not deliberately conceal or falsely deny the existence of or any details with respect to such an approach.”

Clauses 16.1 (J), (K) and (L) of the Partnership Deed shall not apply to the Individual Member.

8.6	Clause 16.3(A) and 16.3(B) of the Partnership Deed shall not apply to the Individual Member and are to be superseded in their entirety with the following:

“16.3

(A)

The Individual Member undertakes that without the written prior consent of the Board and whether alone or with others, directly or indirectly for his own benefit or the benefit of any person or organisation that he will not during the period of his Membership or for a period of two (2) years after its termination:

(1)

solicit or entice away, deal or carry on Restricted Business with, or transact Restricted Business with any client or counterparty of the Partnership or any Affiliate (whether a company or an individual).

(2)

participate in, engage the services of, render services to or become interested in (as owner, stockholder, partner, lender or other investor, director, officer, employee, consultant or otherwise) any business activity that is in competition with the Restricted Business with which he has, at any time during the two (2) years prior to the Succession Date, been actively involved, or agree, or enter into an option to agree (whether for the present or the future) to do any of the forgoing.

(3)

“Restricted Business” shall mean the business or any part of the business and which in either or both case(s):

(i)

is carried on by the Partnership or any of its Affiliates at the Succession Date;

(ii)

was carried on by the Partnership or any of its Affiliates at any time during the Individual Member’s Membership or, where the relevant provision would apply after the Succession Date, any time during the two (2) years immediately preceding the Succession Date; or

(iii)

is to the Individual Member’s knowledge to be carried on by Partnership or any of its Affiliates at any time during the two (2) years immediately following the Succession Date.

and which the Individual Member was materially concerned with/worked for or had management responsibility for (or had substantial confidential information regarding) in either case at any time during his Membership or, where the relevant provision would apply after the Succession Date, any time during the period of two (2) years immediately prior to the date of its termination.

(B)

The Individual Member covenants to the Partnership that without the written prior consent of the Board and whether alone or with others, directly or indirectly for his own benefit or the benefit of any person or organisation he shall not, during the term of Membership, and for a period of two (2) years after its termination, offer to employ or enter into partnership, induce or attempt to induce any individual to whom this paragraph applies to cease Membership, leave the employment of or to

discontinue the supply of his/her services to the Partnership or any Affiliate without the Partnership’s prior written consent (whether or not such action would result in a breach of contract by such individual) nor shall he/she encourage, counsel or procure that individual to do so. This clause shall apply to any individual employed by (or provided services to the Partnership) whom the Individual Member has managed or has or had material and/or regular dealings with during the two (2) years prior to the Succession Date and who is employed by or has provided services to the Partnership or any Affiliate in a senior or managerial capacity or in any technical, IT, sales or broking, marketing or business development role, provided that this restriction shall not apply to non-management (clerical or administrative or manual staff).”

(C)

In the event the Partnership exercises its right under this Deed to place the Individual Member on Garden leave, then the length of the restrictions set out in clauses 16.3 (A) and (B) above shall be reduced by any period(s) spent by the Individual Member on Garden Leave prior to the termination of his Membership.

8.7	Clause 16.10 of the Partnership Deed shall not apply to the Individual Member.

8.8

The Individual Member shall be entitled to 30 days holiday per calendar year which, for the purposes of clause 17(A)(5) of the Partnership Deed, shall be deemed to accrue at a rate of 2.5 days per month. The relevant provisions of clause 17(A)(1), 17(A)(3) and 17(A)(5) are hereby amended accordingly.

8.9	Clause 17(B)(2) of the Partnership Deed shall not apply to the Individual Member and is to be superseded in its entirety with the following:

“Subject to the Partnership’s policy from time to time, the Individual Member will be entitled to receive Allocated Monthly Advance Drawings in respect of sickness absence up to a maximum aggregate period of 6 months in any period of 12 months. Thereafter, payment of a Member’s Allocated Monthly Advance Drawings and allocation of profits during any period of absence, or the pro-rating down of a Member’s Allocated Monthly Advance Drawings in respect of such period due to sickness, is entirely at the Partnership’s discretion and will be decided on an individual basis.”

8.10	Clause 14.2(13) of the Partnership Deed shall not apply to the Individual Member.

8.11	Clause 19.4 of the Partnership Deed shall not apply to the Individual Member.

END OF SCHEDULE

[Schedule 1 to the Amended and Restated Deed of Adherence

between BGC Holdings (Services) LLP and Shaun D. Lynn, dated 14 ^th day of December, 2016]

Exhibit 10.2

THIS AGREEMENT is made on the 14th day of December, 2016

BETWEEN:

(1)	BGC SERVICES (HOLDINGS) LLP a limited liability partnership incorporated under the laws of England and Wales (number 0C371069) and whose registered office is at One Churchill Place, London, E14 5RD (the “ Client ”); and

(2)	Shaun D. Lynn (the “Consultant”).

IT IS AGREED AS FOLLOWS:

1.	Definitions and Interpretation

1.1.	In this Agreement, subject to any express contrary indication:

1.1.1.

“Affiliate” means any person, company, partnership or other entity controlled by Cantor Fitzgerald L.P. A person, company, partnership or other entity shall be deemed to control another person, company, partnership or other entity if the former person, company, partnership or other entity possesses, directly or indirectly, the power to direct, or cause the direction of, the management and policies of the other person, company, partnership or other entity whether through the ownership of voting securities, capital stock or partnership interests, representation on its board of directors or similar governing body, by contract or otherwise.

1.1.2.

“ Confidential Information ” means information of a confidential or secret nature as well as trade secrets and/or commercially sensitive information in any form whatsoever (including, without limitation in written, oral, visual or electronic form or on any magnetic or optical disc or memory and wherever located) relating to the business or financial affairs, customers, clients, products of the Client or any Affiliate or any other person (whether agents, clients, customers, prospective customers or suppliers) having dealings with the Client or any Affiliate. Confidential Information shall include (without limitation) details and lists of individuals, customers, clients or counterparties, suppliers or other organisations with whom the Client or any Affiliate transacted business during the Engagement (defined in Clause 2 below) (including their requirements, financial standing, the terms of business and any dealings with them); strategic business planning and financial information of the Client or any Affiliate (including results and forecasts of any business or trading desks, financial instrument transaction systems, details of any potential acquisitions or disposals, management systems, new business opportunities, details of employees and officers and their remuneration/benefits and the terms of their employment with the Client or any Affiliate); any information concerning telecommunications systems and/or data processing/analysis, (including inventions, developments or improvements, designs, processes, software (including source codes)) or copyright works discovered or used by the Client (or any Affiliate) or their employees; and any information which the Consultant is told is confidential or which the Consultant is are aware or ought reasonably to be aware has been given to the Client or any Affiliate in confidence by other persons. Any analyses, studies or other documents prepared by the Consultant during the Engagement in connection with the Services shall be deemed to be Confidential Information.

1.1.3.

“Customer” means any customer, client or counterparty, or prospective customer, client or counterparty of the Client or any Affiliate (whether a company, partnership, individual or other entity), with which or with whom the Consultant and/or any other person performing the Services on the Consultant’s behalf) has had material and/or regular dealings in the course of the Engagement or, where the provision would apply after the Engagement ends, at any time during the twenty-four (24) months immediately preceding its termination.

1.1.4.

“Intellectual Property Rights” means any patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, publicity rights, trade names, business names and domain names, rights in get-up, rights in goodwill or to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, semiconductor chip rights, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets) and any and all other intellectual property rights and protections, in each case whether registered or unregistered and including all applications (and rights to apply) for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world in this or any other jurisdiction.

1.1.5.

“Inventions” means any invention, idea, discovery, development, improvement or innovation made by the Consultant and/or any other person performing the Services on the Consultant’s behalf in connection with the provision of the Services, whether or not patentable or capable of registration, and whether or not recorded in any medium.

1.1.6.

“ Manager ” means the Chairman and/or Chief Executive Officer of BGC Partners Inc. or such other person as the Client may require the Consultant to report to from time to time verbally or in writing.

1.1.7.

“Partnership” means BGC Services (Holdings) LLP.

1.1.8.

“ Restricted Business ” shall mean the business (or any part of the business) which:

(i)

is carried on by the Client or any Affiliate at the date of termination of the Engagement; or

(ii)

was carried on by the Client or any Affiliate at any time during the Engagement or, where the relevant provision would apply after the Engagement ends, any time during the twenty-four (24) months immediately preceding its termination; or

(iii)

is to the Consultant’s knowledge to be carried out by the Client or any Affiliate at any time during the twenty-four (24) months immediately following the date of termination of the Engagement; and

which the Consultant (and/or any other person performing the Services on the Consultant’s behalf) was materially concerned with or worked for or had substantial Confidential Information regarding, in any case at any time during the Engagement or, where the relevant provision would apply after the Engagement ends, at any time during the period of twenty-four (24) months immediately preceding its termination.

1.1.9.

“ Restricted Person ” shall mean any person who is (or was) employed or engaged by or who provides (or has provided) services to the Client or any Affiliate and who the Consultant (and/or any other person performing the Services on the Consultant’s behalf) has managed or with whom they have had material and/or regular dealings in the course of the Engagement or, where the provision would apply

after the Engagement ends, at any time during the twenty-four (24) months immediately preceding its termination and who (i) is in any senior, managerial, sales, broking, trading, other revenue generating, analyst, client management, marketing, business development, technical or IT role (provided that this restriction shall not apply to purely clerical or administrative staff; or (ii) has or has otherwise had responsibility for or influence over customers, clients or counterparties; or (iii) is or was in possession of Confidential Information and/or could materially damage the interests of the Client or any Affiliate.

1.1.10.

“ Services ” means such projects or assignments as agreed, whether verbally or in writing, with the Manager from time to time as well as assistance with any other related matters at the request of the Manager.

1.1.11.

“Supplier” means any company, partnership, individual or other entity which at any time during the course of the Engagement or, where the provision would apply after the Engagement ends, any time during the twenty-four (24) months immediately preceding its termination, was a supplier or prospective supplier of the Client (or any Affiliate) and with whom the Consultant (and/or any other person performing the Services on the Consultant’s behalf) had material and/or regular dealings.

1.1.12.

“Works” means any ideas, inventions, discoveries, developments, concepts, plans, creations, improvements, innovations or work product prepared or produced during the course of the Engagement, including, without limitation, any discussions, writings, drawings, records, reports, documents, papers, designs, transparencies, photos, graphics, logos, typographical arrangements, software programs, source code, object code, and documentation of any kind, and all other materials embodying them in whatever form, including but not limited to hard copy and electronic form, prepared by the Consultant and/or any other person performing the Services on the Consultant’s behalf in connection with the provision of the Services.

1.2.	The headings in this Agreement are inserted for convenience only and shall not affect its construction.

1.3.	References to the singular include references to the plural and vice versa.

1.4.	References to one gender include references to the other genders.

1.5.

Any reference to “parties” shall be construed as a reference to the parties to this Agreement and shall include their successors and permitted assigns; and any reference to a “party” shall be construed as a reference to whichever of the parties is appropriate in the context in which such expression may be used.

1.6.	Any reference to a “clause” shall be construed as a reference to, respectively, a clause of this Agreement, unless the context requires otherwise.

1.7.	Any reference to “Client” shall be deemed to include a reference to any Affiliate, where appropriate.

1.8.	Any reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

2.	Term of Engagement

2.1.	The Consultant shall provide the Services on the terms of this Agreement (the “Engagement” ).

2.2.

The Engagement shall start on the termination of the Individual’s Membership of the Partnership (the “ Start Date ”). Subject to the other provisions of this Agreement, it will continue until the earlier of the Client’s termination of this Engagement or a fixed period of five (5) years immediately following the termination of the Individual’s Membership of the Partnership, after which it will terminate automatically without the need for further notice. The Client may terminate this Engagement at any time in its sole discretion upon written notice to the Consultant, including but not limited to any time prior to or subsequent to the Start Date.

3.	Services

3.1.	During the Engagement, the Consultant shall devote such time as requested by the Client in carrying out the Services.

3.2.	The Consultant shall use his best endeavours to ensure that he is available at all times on reasonable notice to provide such assistance or information as the Client may require.

3.3.	The Consultant will give the Client as much notice as is practicable if he is unable to provide the Services due to illness or injury, or for any other reason.

3.4.

The Services are to be performed at the Client’s offices in London or other offices in the European, American or Asia-Pacific regions or any combination thereof unless otherwise agreed in advance between the Client and the Consultant. On days when the Consultant does not attend the Client’s premises, the Consultant agrees to be contactable by phone and to take such steps as are necessary for performance of the Services.

3.5.

The Consultant agrees that, unless otherwise directed, the Consultant will report regularly to the Manager in such manner as the Manager may agree with the Consultant from time to time. The Consultant shall comply with all reasonable directions provided by, and operate within the extent of the authority expressly given by the Manager. The Consultant will work and co-operate with any personnel of the Client and with any other consultants the Client appoints.

3.6.	The Consultant undertakes that during the Engagement the Consultant shall:

3.6.1.

provide the Services in a professional manner using all due care, skill, attention and ability;

3.6.2.

use best endeavours to promote the interests of the Client;

3.6.3.

comply with all applicable laws, regulations and codes;

3.6.4.

comply with the Client’s compliance, legal and financial crime policies as well as the compliance manuals, and all other regulations, codes and principles made by the FCA or any similar self-regulating organisation in the UK and other relevant jurisdictions;

3.6.5.

comply with the Client’s anti-bribery policies and will not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK or similar provisions contained in anti-bribery legislation in the other relevant jurisdictions;

3.6.6.

remain alert to conduct risk issues, specifically the risk of harm to client interests, market integrity and/or competition in financial markets due to inappropriate practices or behaviours;

3.6.7.

comply with all relevant policies in the Client’s handbooks, including those related to Equal Opportunities, Anti-Harassment and Anti-Bullying, Whistleblowing, Social Media and IT Security policies;

3.6.8.

comply with all reasonable standards of safety and comply with the relevant site health and safety practices from time to time in force at the Client’s premises where the Services are provided and shall report to the Client any unsafe working conditions; and

3.6.9.

not infringe the rights of any third party or breach any obligations owed to any third party in providing the Services.

3.7.	Unless specifically authorised to do so by the Client in writing, the Consultant shall not:

3.7.1.

have any authority to incur any expenditure in the name of or for the account of the Client or any Affiliate;

3.7.2.

sign any document, enter into any agreement or make any promise or undertaking on behalf of the Client or any Affiliate;

3.7.3.

do anything outside the ordinary course of the business of the Client; or

3.7.4.

hold himself out as having authority to bind the Client or any Affiliate.

3.8.	Nothing in this Agreement shall prevent the Consultant from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Engagement provided that:

3.8.1.

such activity does not cause any conflict of interest with the Client, any Affiliate or any other breach of any of the Consultant’s obligations under this Agreement;

3.8.2.

the Consultant shall not engage in any such activity if it relates to a business which is similar to or in any way competitive with the business of the Client or an Affiliate without the prior written consent of the Client;

3.8.3.

the Consultant shall give priority to the provision of the Services to the Client over any other business activities undertaken by the Consultant during the course of the Engagement; and

3.8.4.

the Consultant shall not engage in any activity related to the Customers of the Client (other than in accordance with the provision of the Services under the terms of this Agreement) or any business opportunities not offered to the Client.

3.9.	The Consultant may use a third party to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that:

3.9.1.

the Client will not be liable to bear the cost of such functions; and

3.9.2.

at the Client’s request the third party shall be required to enter into direct undertakings with the Client, including with regard to confidentiality.

Fee

4.1.

The Client will pay the Consultant a fee of USD 20,833.33 including VAT per month (less any deduction required by law) in respect of the Engagement (the “Fee” ) monthly in arrears, provided such Fee shall be pro-rated for any partial months of the Engagement.

4.2.

The Consultant shall bear his own expenses in the course of the Engagement, unless expressly agreed otherwise by the Client in writing.

4.3.

The Fee paid by the Client is full and complete compensation for all obligations undertaken by the Consultant under this Agreement including, without limitation, consideration for all rights to inventions, improvements or Intellectual Property Rights assigned under this Agreement.

4.4.

The Client shall have the right to deduct from the Fee (or any other sums owed to the Consultant) any amount which the Consultant may owe to the Client or an Affiliate at anytime.

4.5.

Payment in full or in part of the Fee shall be without prejudice to any claims or rights of the Client or any Affiliate against the Consultant in respect of the provision of the Services.

5.	Independent Status

5.1.

The relationship of the Consultant to the Client shall be and remain that of independent contractor. Nothing in this Agreement shall constitute or be deemed to constitute the Consultant being an employee or worker or partner or agent of the Client or any Affiliate for any purpose whatsoever and the Consultant shall not hold himself out as such.

5.2.

The Consultant will not be an employee and therefore will not be entitled to receive from the Client any sick pay, holiday pay or any other employee benefits.

5.3.

The Consultant shall be solely responsible for all income tax, National Insurance and social security liabilities and similar contributions in respect of the Fee paid hereunder and the Consultant will account for any VAT on the Fee to the appropriate authorities.

6.	Indemnity. Insurance and Liability

6.1.

This Agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Consultant shall have personal liability for, be fully responsible for and agrees to indemnify and keep indemnified the Client and any Affiliate in respect of and against all claims, liabilities, damages, losses, costs (including reasonable legal costs), fines, penalties or expenses of any kind arising out of or in connection with the provision of the Services, including (but not limited to);

6.1.1.

any material breach by the Consultant of the terms of this Agreement;

6.1.2.

any wilful default or negligent or reckless conduct or omission or default in the provision of the Services;

6.1.3.

any income tax, national insurance and social security contribution, or other tax charges, and any penalties, liabilities, deductions, contributions, assessments, fines or interest in relation to any tax (including any employee or employer related tax) arising in connection with the performance of the Services (where recovery is not prohibited by law);

6.1.4.

any employment related claim or any claims based on employee, partner, agent or worker status or otherwise brought by the Consultant or any person performing the Services; and

6.1.5.

all claims and proceedings arising from a third party claim that the use of the Works or Inventions or their possession by the Client and/ or Affiliate infringes the intellectual property right or other proprietary right of that third party or any other claim relating to the Works or Inventions supplied by the Consultant to the Client during the course of providing the Services.

6.2.	The Client may at its option satisfy such indemnities (in whole or in part) by way of deduction from any payments due to the Consultant.

6.3.

The Consultant warrants and represents that the Consultant maintains and shall maintain in force throughout the Engagement, full and comprehensive insurance policies as are required for the lawful performance of the Services by the Consultant. The insurance will not affect the Consultant’s liability under clause 6.1 or otherwise.

6.4.	The Consultant shall notify the insurers of the Client’s interest and shall cause the interest to be noted on the insurance policies.

6.5.

The Consultant shall ensure that he is adequately insured in respect of business travel both in the United Kingdom and abroad regardless of whether the Client arranges travel details such as flight and hotel bookings for the Consultant. The Consultant will supply to the Client, if it so requests, a copy of any such insurance policies and evidence that premiums have been paid. If the Consultant is required to travel abroad in the course of the Engagement, the Consultant shall also be responsible for all necessary inoculations and immigration requirements.

6.6.	The Consultant shall comply with all terms and conditions of the insurance policies at all times, and the Consultant shall notify the Client without delay if the cover under the insurance policies shall lapse or not be renewed or be changed in any material way.

7.	Confidential Information

7.1.	The Consultant acknowledges that in the course of the Engagement he will have access to Confidential Information. The Consultant has therefore agreed to accept the restrictions in this clause 7.

7.2.

The Consultant hereby covenants and agrees that the Consultant shall not at any time during the Engagement nor after its termination directly or indirectly use, or copy or divulge Confidential Information to the detriment or prejudice of the Client, any Affiliate, or any Customer, other clients or any Supplier.

7.3.	The Consultant will keep a record of the Confidential Information furnished to or prepared by the Consultant and of the location of such Confidential Information.

7.4.

The Consultant shall not be restrained from disclosing any Confidential Information which the Consultant is authorised to disclose in the proper performance of the Services or which is or comes into the public domain (other than as a result of unauthorised disclosure by the Consultant) or is ordered to be disclosed by a court of competent jurisdiction, a regulatory authority or otherwise required to be disclosed by law.

7.5.	If the Consultant is required by law to disclose any Confidential Information, it will promptly notify the Client, in order to permit the Client to seek a protective order or take other appropriate action. The Consultant will cooperate in the Client’s efforts to obtain a

protective order or other reasonable assurance that confidential treatment will be accorded the Confidential Information. If, in the absence of a protective order, the Consultant is, in the written opinion of its legal adviser addressed to the Client, compelled as a matter of law to disclose the Confidential Information, the Consultant may disclose to the party compelling disclosure only that part of the Confidential Information required by law to be disclosed.

7.6.

The Consultant shall use best endeavours to safeguard Confidential Information from unauthorised disclosure. The Consultant will promptly notify the Client in writing if any information comes to its attention, which information may indicate there was or is likely to be a loss of confidentiality of any portion of the Confidential Information. The Consultant shall use its best endeavours to retrieve the lost or wrongfully disclosed Confidential Information and to prevent further unauthorised disclosure or loss of any Confidential Information.

7.7.	To the extent the consultancy between the Client and the Consultant commenced prior to the execution of this Agreement, the provisions of this clause shall apply retroactively from the start of such consultancy.

7.8.	At any time during the Engagement, the Consultant will promptly return to the Client, on the Client’s request, all and any Confidential Information in its possession.

8.	Intellectual Property

8.1.

The Consultant acknowledges and agrees that the Works and Inventions are done under the Client’s direction and control and have been specifically ordered and commissioned by the Client. The Consultant further acknowledges and agrees that the Client shall be the sole owner of the Works and Inventions, and all underlying rights therein, worldwide and in perpetuity. For the avoidance of doubt, the Works do not include any industry standard calculations and theoretical mathematical models that are in the public domain through no breach of this Agreement.

8.2.

The Consultant hereby irrevocably grants, transfers and assigns to the Client, to the fullest extent permissible by law, any and all existing and future right, title and interest in and to the Works and the Inventions and all materials contained therein or prepared therefore, and any improvements thereon, including all Intellectual Property Rights. In so far as they do not vest automatically by operation of law or under this Agreement, the Consultant holds legal title in these rights, titles and interests on trust for the Client.

8.3.	The Consultant undertakes:

8.3.1.

to notify to the Client in writing full details of all Inventions promptly on their creation;

8.3.2.

to keep confidential the details of all Inventions;

8.3.3.

whenever requested to do so by the Client and in any event on the termination of the Engagement, promptly to deliver to the Client all correspondence, documents, papers and records on all media (and all copies or abstracts of them) providing full details of the Works and recording or relating to any part of the Works and the process of their creation which are in the possession, custody or power of the Consultant;

8.3.4.

not to register or attempt to register any of the Intellectual Property Rights in the Works, nor any of the Inventions, unless requested to do so by the Client;

8.3.5.

to cooperate fully with the Client and do all acts necessary to confirm that absolute title in all Intellectual Property Rights in the Works and Inventions has passed or will pass to the Client.

8.4.	The Consultant warrants to the Client:

8.4.1.

never to transfer or assign the Works, the Inventions or any Intellectual Property Rights in the Works or the Inventions, to any third party,

8.4.2.

not to contest the Client’s exclusive, complete and unrestricted ownership in and to the Works and the Inventions (including all Intellectual Property Rights therein), or claim adverse rights therein;

8.4.3.

that he has not and will not give permission to any third party to use any of the Works or the Inventions, nor any of the Intellectual Property Rights in the Works or the Inventions;

8.4.4.

that he is unaware of any use by any third party of any of the Works or Intellectual Property Rights in the Works; and

8.4.5.

that the use of the Works or the Intellectual Property Rights in the Works by the Client will not infringe the rights of any third party.

8.5.

The Consultant hereby irrevocably and unconditionally waives in favour of the Client any moral rights to which he is now or may at any future time be entitled under the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction, including (without limitation) the right to be identified, the right of integrity and the right against false attribution, and agrees not to institute, support, maintain or permit any action or claim to the effect that any treatment, exploitation or use of the Works or Inventions or other materials infringes the Consultant’s moral rights.

8.6.

The Consultant undertakes to execute all documents, make all applications, give all assistance and do all acts and things, at any time during or after the Engagement, as may, in the opinion of the Client, be necessary or desirable to vest the Intellectual Property Rights in, and register or obtain patents or registered designs in, the name of the Client and to defend the Client against claims that works embodying Intellectual Property Rights or Inventions infringe third party rights, and otherwise to protect and maintain the Intellectual property Rights in the Works and the Inventions.

8.7.

The Consultant hereby irrevocably appoints the Client (which may delegate its powers to any director of the Client) to be his attorney in his name and on his behalf to execute all deeds and documents, use the Consultant’s name and do all things as may be required or desirable at any time (whether during or after the Engagement) to give full effect to the provisions of this clause for the benefit of the Client or its nominee and the Consultant agrees immediately on request of the Client to ratify all such deeds and documents executed in pursuance of this power. A certificate in writing, signed by any director or the secretary of the Client, that any instrument or act falls within the authority conferred by this Agreement shall be conclusive evidence that such is the case so far as any third party is concerned.

8.8.

Upon the termination of the Engagement, the Consultant shall immediately deliver to the Client in understandable and organised form, all Works, Inventions and works-in-progress, and shall, at no extra charge, be available to, and cooperate with, the Client’s designees in connection with the transition of any Works or Inventions.

8.9.	To the extent the consultancy between the Client and the Consultant commenced prior to the execution of this Agreement, the provisions of this Clause 8 shall apply retroactively from the start of such consultancy.

8.10.

The Consultant acknowledges that, except as provided by law, no further fees or compensation other than those provided for in this Agreement are due or may become due to the Consultant in respect of the performance of his obligations under this Clause 8.

9.	Data Protection

9.1.

The Consultant consents to the Client and any Affiliate holding and processing data relating to him for legal, personnel, administrative and management purposes and in particular to the processing of any “sensitive personal data” (as defined in the Data Protection Act 1998) relating to the Consultant including, as appropriate:

9.1.1.

information about the Consultant’s physical or mental health or condition in order to monitor sickness absence;

9.1.2.

the Consultant’s racial or ethnic origin or religious or similar beliefs in order to monitor compliance with equal opportunities legislation; and

9.1.3.

information relating to any criminal proceedings in which the Consultant may have been involved for insurance purposes and in order to comply with legal requirements and obligations to third parties.

9.2.

The Consultant consents to the Client making such information available to any Affiliate and any party (whether inside or outside of the European Economic Area) who provides products or services to the Client and any Affiliate, such as advisers, regulatory authorities, taxation authorities, governmental or quasigovernmental organisations and potential purchasers of the Client or any part of its business.

9.3.	The Consultant consents to the transfer of such information to the Client’s and Affiliates’ offices or business contacts outside the European Economic Area in order to further its or their business interests

9.4.	The Consultant shall comply with the Client’s and any Affiliate’s data protection policies and relevant obligations under the Data Protection Act 1998 and associated codes of practice when processing personal data in the provision of the Services.

9.5.

To ensure regulatory compliance the Client records and monitors telephone lines on which business may be conducted, whether fixed lines or Client issued mobile telephone or Blackberry lines. For the same reason, and for the protection of its workers, clients/customers and business, the Client reserves the right to use surveillance equipment and to monitor, intercept, review and access telephone log, security pass entry and exit data, internet usage, voicemail, e-mail and other communication facilities provided by the Client. The Client will use this right of access reasonably but communications and activities on the Client’s equipment or premises cannot be presumed to be private.

10.

Protection of the Client’s Interests

10.1.

The Consultant acknowledges that in the course of providing the Services the Consultant is likely to obtain the Client’s and Affiliates’ Confidential Information and personal knowledge of and influence over the Client’s or Affiliates’ clients, customers, suppliers and staff. Accordingly the Consultant agrees to accept the restrictions in this clause.

10.2.

The Consultant will not at any time during the Engagement and for a period of twenty-four (24) months after its termination offer to employ or engage or otherwise solicit or endeavour to entice away from the Client or any Affiliate, or interfere with the Client or any Affiliate’s relationship with, any Restricted Person.

10.3.

The Consultant will not at any time during the Engagement and for a period of twenty-four (24) months after its termination:

10.3.1.

in competition with the Restricted Business, deal, carry on business with, transact business with, or seek to procure orders from, any Customer;

10.3.2.

in competition with the Restricted Business solicit or endeavour to entice away from the Client or any Affiliate, or interfere with the Client or an Affiliate’s relationship with any Customer or Supplier;

10.3.3.

render services to or become interested in (as owner, stockholder, partner, lender or other investor, director, officer, employee, consultant or otherwise) any business activity that is in competition with the Restricted Business (save that it may acquire or own, by way of investment only, less than 1% of the outstanding securities of any class of any corporation that is listed on a recognised stock exchange or traded in the over-the-counter market).

10.4.

The Consultant acknowledges that:

10.4.1.

the restrictions set out above are reasonable and necessary for the protection of the legitimate interests of the Client and any Affiliates and that, having regard to those interests, these restrictions do not work unreasonably on the Consultant;

10.4.2.

the restrictions shall apply in relation to all Customers, other clients and Suppliers in respect of whom they are expressed to apply notwithstanding that such Customers, other clients and Suppliers may have been introduced to the Client or any Affiliate by the Consultant (or any person under its control) before or during the Engagement; and

10.4.3.

any and all of the Consultant’s relationships from time to time with Customers, other clients and Suppliers are the property of the Client and/or its Affiliate and the Consultant has no interest, right or entitlement to maintain particular relationships or accounts with any such person.

10.5.

The obligations imposed on the Consultant by this Clause 10 extend to the Consultant not only on his own account but also if he acts on behalf of or in conjunction with any other firm, company, partnership, business entity or other person and shall apply whether the Consultant or such party act directly or indirectly.

10.6.

The restrictions entered into by the Consultant in this Clause 10 are given to the Client for itself and as trustee for each and any Affiliate. In accordance with the Contracts (Rights and Third Parties) Act 1999, any Affiliate may rely upon and enforce the terms of this Clause 10 against the Consultant.

11.

Termination

11.1.

As further set forth in Clause 2.2., the Client may terminate this Engagement at any time in its sole discretion upon written notice to the Consultant, including but not limited to any time prior to or subsequent to the Start Date.

11.2.

The Consultant agrees that, on the termination of the Engagement (irrespective of the time, manner or cause of the termination) it will:

11.2.1.

immediately deliver up to the Client any Works, Inventions or Confidential Information in its possession, custody or control;

11.2.2.

return to the Client any property belonging to the Client or any of its Affiliates or their Customers, other clients or Suppliers in its possession, custody or control including, without limitation, all documents, books, materials, records, correspondence, security passes, car, computer, credit cards, telephone, keys, documents (whether confidential or not);

11.2.3.

advise the Client of the existence of any Works, Inventions, Confidential Information or any other information relating to the business of the Client or any Affiliate stored on any magnetic or electronic media or memory under its control outside the premises of the Client or an Affiliate, and take all reasonable steps to permanently delete such material at the request of the Client or an Affiliate; and

11.2.4.

provide a signed statement that it has complied fully with its obligations under this clause.

11.3.

The rights of the Client under this clause are without prejudice to any other rights that it might have at law to terminate the Engagement or to accept any breach of this Agreement on the part of the Consultant as having brought the Agreement to an end. Any delay by the Client in exercising its rights to terminate shall not constitute a waiver of these rights.

12.

Notices

12.1.

Any notices given under this Agreement must be given in writing, and delivered by hand or by pre-paid first class post or other next working day delivery service, to the addresses of the parties set out below, unless otherwise notified in writing:

To the Client:

BGC Services (Holdings) LLP

1 Churchill Place, London, E14 5RD

For the attention of: General Counsel

To the Consultant:

Shaun Lynn

12.2.

Any notice delivered by hand shall be deemed to have been received on signature of a delivery receipt. Any notice sent by pre-paid first class post or other next working day delivery service shall be deemed to have been received on the second working day after posting or at the time recorded by the delivery service.

12.3.

This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

13.

Contracts (Rights of Third Parties) Act 1999

13.1.

The Client’s obligations under this Agreement may be enforced by the Client or any Affiliate and any of the directors, employees, officers or agents (whether past or present) of the Client or any Affiliate. Otherwise, a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

14.

General

14.1.

This Agreement constitutes the entire agreement between the parties and supersedes any previous written or oral agreement between the parties in relation to the matters dealt with in it. The Consultant acknowledges that he has not been induced to enter into this Agreement by any representation, warranty or undertaking not expressly incorporated into it. The Consultant agrees and acknowledge that his only rights and remedies in relation to any representation, warranty or undertaking made or given in connection with this Agreement (unless such representation, warranty or undertaking was made fraudulently) will be for breach of the terms of this Agreement, to the exclusion of all other rights and remedies (including those in tort or arising under statute).

14.2.

This Agreement constitutes a contract between the Client and the Consultant save that it shall not be binding and enforceable unless or until executed by a duly authorised representative of the Client.

14.3.

This Agreement may only be modified by the written agreement of both the Consultant and a duly authorised signatory of the Client.

14.4.

This Agreement may be entered into in any number of counterparts, all of which taken together shall constitute one and the same agreement. Any party may enter into this Agreement by signing any such counterpart.

14.5.

No party’s rights or powers under this Agreement will be affected if one party delays in enforcing any provision of this Agreement or one party grants time to the other party to remedy any breach of this Agreement by that party.

14.6.

If a party agrees to waive its rights under a provision of this Agreement, that waiver will only be effective if it is in writing and signed by or on behalf of the Consultant or, in respect of the Client, a duly authorised signatory. A party’s agreement to waive any breach of any term or condition of this Agreement will not be regarded as a waiver of any subsequent breach of the same term or condition or a different term or condition unless expressly stated.

14.7.

Clauses 4.4, 5.3, 6.1, 7 to 10, and 12 to 14 shall survive any termination of this Agreement and shall continue to bind the parties with full force and effect.

14.8.

In the event that any of the terms, conditions or provisions contained in this Agreement shall be determined invalid unlawful or unenforceable to any extent such term condition or provision shall be severed from the remaining terms conditions and provisions which shall continue to be valid to the fullest extent permitted by law.

14.9.

The Client may assign this Agreement to a creditworthy Affiliate in whole or in part, and if the Client shall choose to do so, the Consultant shall have no claim against the Client in connection with such assignment.

14.10.

This Agreement and any dispute or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) will be governed by and interpreted in accordance with the laws of England and Wales. Each of the parties submits to the exclusive jurisdiction of the English courts as regards any claim or matter arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

IN WITNESS WHEREOF this Agreement has been entered into as at the date stated at the beginning:


/s/ James Lightbourne				December 14, 2016

Signed for and on behalf of BGC Services (Holdings) LLP DIRECTOR				DATE

/s/ Shaun D. Lynn				December 14, 2016
EXECUTED AND DELIVERED as a Deed by THE CONSULTANT in the Presence of:				DATE
Sean Windeatt
Witness Name
/s/ Sean Windeatt
Witness Signature

Witness Address

[Consultancy Agreement between

BGC Services (Holdings) LLP and Shaun D. Lynn dated 14th day of December, 2016]

Exhibit 10.3

LOGO

Strictly Private and Confidential

To be Opened by Addressee Only

December 14, 2016

Shaun D. Lynn

Dear Mr. Lynn:

In consideration for, and subject to the full execution by all parties of, your Amended and Restated Deed of Adherence with BGC Services (Holdings), LLP (the “LLP”), dated December 14, 2016 (the “Deed”) and your Consultancy Agreement with the LLP, dated December 14, 2016 (the “Consultancy Agreement”), you shall receive a grant of partnership interests in BGC Holdings, L.P. (“BGC Holdings” or the “Partnership”) as set forth below (which, for purposes of this letter, shall be referred to as “Partnership Units”). This letter sets forth the expected terms of the grant of Partnership Units. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement of Limited Partnership of BGC Holdings, amended and restated as of March 31, 2008 (as further amended from time to time, the “Partnership Agreement”).

Subject to the terms herein, you shall receive 4.5 million Partnership Units, comprised of 3.5 million LPUs and 1 million NPSUs. On or about each October 1 of 2017, 2018, 2019, and 2020, the Partnership shall grant an aggregate award of 250,000 non-exchangeable LPUs in replacement of 250,000 of the above NPSUs (which, upon replacement, shall be cancelled and no longer exist), provided that (i) BGC Partners, Inc. (“BGC”), inclusive of its affiliates thereof, earns, in aggregate, at least USD 5 million in gross revenues in the calendar quarter in which the applicable award of LPUs is to be granted and (ii) except in the event of your death prior to the applicable grant date, you remain a member in the LLP and have complied at all times with the Deed and the Partnership Agreement as of the applicable grant date. The LPUs shall be subject to the customary adjustments due to membership in the LLP upon their exchange or redemption ( e.g., 9.75% cancellation/forfeiture upon exchange). Any grant of exchange rights for the Partnership Units hereunder shall be subject to the approval of the BGC Board’s Compensation Committee.

In the event that BGC is no longer controlled by Cantor Fitzgerald, L.P. or a person or entity controlled by, controlling or under common control with Cantor Fitzgerald, L.P. at any time while you are providing substantial services to BGC or an affiliate thereof (as an employee, member, partner, or otherwise) (the date such event took effect shall be the “Change of Control”), then the Partnership shall grant exchangeable LPUs in replacement of any of the above NPSUs then held by you (which shall be cancelled and no longer exist) and any of the above non-exchangeable LPUs then held by you shall become exchangeable ( i.e., such LPUs shall become exchangeable for BGC Stock) as follows:

(a) in a lump sum following (i) the third anniversary of the Change of Control if you continuously provide substantial services (as an employee, member, partner,

or otherwise) to BGC, any of the individual(s) or entity(ies) which acquire(s) control of BGC (the “Controller”), or any affiliate thereof for three years after the Change of Control, or (ii) the date the Controller permanently terminates your services in all capacities to BGC, the Controller, and all affiliates thereof prior to the third anniversary of the Change of Control if the circumstances amount to a fundamental breach of contract by the Controller as determined by a court of competent jurisdiction, or

(b) ratably on or about the first through third anniversary following the Change of Control if the Controller permanently terminates your services in all capacities to BGC, the Controller, and all affiliates thereof prior to the third anniversary of the Change of Control unless (a)(ii) above applies;

provided that , with respect to all of the foregoing, (y) you have at all times complied with the terms and conditions of all agreements with BGC, the Controller, or any affiliate thereof to which you are a party (including but not limited to the Deed, the Consultancy Agreement (if in effect), and the Partnership Agreement (including but not limited to the release, certification, and post-termination obligations thereunder) and have not engaged in any Competitive Activity (as such term is defined under the Partnership Agreement) at any time prior to the applicable exchange, and (z) any period of time while you are providing services pursuant to the Consultancy Agreement shall not be applicable. The terms and conditions of this letter agreement shall be deemed to be set forth in the applicable award agreements for such grants of NPSUs and LPUs herein, as well as for the LPUs granted in replacement of such NPSUs, and to supersede and replace any provisions in Clause 7 and its subsections of the Deed to the extent contrary with respect to the foregoing Partnership Units.

Such Partnership Units will be subject to the terms of the grant document(s) (including but not limited to the Participation Plan, the certificate granting you the Partnership Units (the “Award Certificate”), any associated award notifications, the Participant Representation Letter accompanying the Award Certificate, and the Partnership Agreement) under which such non-cash grant is awarded, subject to the terms and conditions therein, including without limitation any cancellation provisions and restrictive covenants contained therein.

This letter will be governed by the same venue and choice of law provisions governing the Partnership Agreement. For purposes herein, all references to “BGC Stock” or “Partnership Units” shall also, or in lieu of, include, to the extent applicable as determined by the General Partner, any other equity instrument issued in connection with any merger, reorganization, acquisition, or spin-off of BGC. If the securities contemplated herein at any time prior to each applicable grant date shall have been increased, decreased, changed into, or exchanged for a different number or kind of securities as a result of a subdivision, reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, combination or other similar change, such securities shall be equitably adjusted to reflect such change in accordance with applicable laws.

Please acknowledge your receipt of this letter, which outlines certain aspects of potential compensation arrangements and is not an agreement to employ you for a term or at a particular compensation, by signing and returning the attached copy.

Very truly yours,

/s/ Howard W. Lutnick

Howard W. Lutnick

On Behalf of BGC Holdings, L.P.

Acknowledged and agreed:

/s/ Shaun Lynn

Shaun Lynn

[ BGCHLP grant letter between BGC Holdings, L.P. and Shaun Lynn,

dated December 14, 2016]

Exhibit 10.4

BGC HOLDINGS, L.P.

TWELFTH AMENDMENT

TO AGREEMENT OF LIMITED PARTNERSHIP,

AS AMENDED AND RESTATED

This Twelfth Amendment (this “Twelfth Amendment”) to the Agreement of Limited Partnership of BGC Holdings, L.P. (the “Partnership”), as amended and restated as of March 31, 2008, and as further amended effective as of March 1, 2009, August 3, 2009, January 1, 2010, August 6, 2010, December 31, 2010, March 15, 2011, September 9, 2011, December 17, 2012, July 1, 2013, May 9, 2014 and October 1, 2015 (as amended, the “Agreement”), is executed as of December 14, 2016 and is effective as of October 1, 2016.

WITNESSETH:

WHEREAS, the General Partner and the sole Exchangeable Limited Partner wish to make certain modifications to the Agreement; and

WHEREAS, this Twelfth Amendment has been approved by each of the General Partner and the sole Exchangeable Limited Partner;

NOW, THEREFORE, the Agreement is hereby amended on the terms set forth in this Twelfth Amendment:

Section 1. Amendment to Description of NPSUs

The following sentences in Section 1 of the Tenth Amendment to the Agreement, executed as of May 9, 2014, shall be deleted:

“On terms and conditions determined by the General Partner in its sole discretion, NPSUs may be converted into PSUs and/or PPSUs, which conversion may be set forth in a written vesting schedule. Upon, and subsequent to, any such conversion of NPSUs, such Units shall be treated for all purposes under this Agreement as PSUs and/or PPSUs, as applicable.”

And replaced with the following:

“On terms and conditions determined by the General Partner in its sole discretion, NPSUs may be replaced by a grant of PSUs, PPSUs, LPUs, or PLPUs, which may be set forth in a written schedule and subject to additional terms and conditions, provided that , in all circumstances such grant of PSUs, PPSUs, LPUs, or PLPUs shall be contingent upon BGC Partners, Inc., inclusive of its Affiliates, earning, in aggregate, at least USD 5 million in gross revenues in the calendar quarter in which the applicable award of PSUs, PPSUs, LPUs, or PLPUs is to be granted. The forgoing revenue contingency is deemed to be included as an additional condition for an NPSU to be replaced by, or converted into, a PSU, PPSU, LPU, or PLPU in any NPSU award documentation, without the requirement of any additional amendment to any such grant documentation.”

Section 2. Amendment to Description of NREUs, NPREUs, NLPUs, NPLPUs, and NPPSUs

The following sentences in Section 1 of the Eleventh Amendment to the Agreement, executed as of November 4, 2015, shall be deleted:

“On terms and conditions determined by the General Partner in its sole discretion or as otherwise set forth in the written documentation applicable to such units, NREUs may be converted into REUs, which conversion may be set forth in a written vesting schedule. Upon, and subsequent to, any such conversion of NREUs, such Units shall be treated for all purposes under this Agreement as REUs.”

“On terms and conditions determined by the General Partner in its sole discretion or as otherwise set forth in the written documentation applicable to such units, NPREUs may be converted into PREUs, which conversion may be set forth in a written vesting schedule. Upon, and subsequent to, any such conversion of NPREUs, such Units shall be treated for all purposes under this Agreement as PREUs.”

“On terms and conditions determined by the General Partner in its sole discretion or as otherwise set forth in the written documentation applicable to such units, NLPUs may be converted into LPUs, which conversion may be set forth in a written vesting schedule. Upon, and subsequent to, any such conversion of NLPUs, such Units shall be treated for all purposes under this Agreement as LPUs.”

“On terms and conditions determined by the General Partner in its sole discretion or as otherwise set forth in the written documentation applicable to such units, NPLPUs may be converted into PLPUs, which conversion may be set forth in a written vesting schedule. Upon, and subsequent to, any such conversion of NPLPUs, such Units shall be treated for all purposes under this Agreement as PLPUs.”

“On terms and conditions determined by the General Partner in its sole discretion or as otherwise set forth in the written documentation applicable to such units, NPPSUs may be converted into PPSUs, which conversion may be set forth in a written vesting schedule. Upon, and subsequent to, any such conversion of NPPSUs, such Units shall be treated for all purposes under this Agreement as PPSUs.”

And replaced with the following:

“On terms and conditions determined by the General Partner in its sole discretion, NREUs may be replaced by a grant of REUs, which may be set forth in a written schedule and subject to additional terms and conditions, provided that , in all circumstances such grant of REUs shall be contingent upon BGC Partners, Inc., inclusive of its Affiliates, earning, in aggregate, at least USD 5 million in gross revenues in the calendar quarter in which the applicable award of REUs is to be granted. The forgoing revenue contingency is deemed to be included as an additional condition for an NREU to be replaced by, or converted into, an REU in any NREU award documentation, without the requirement of any additional amendment to any such grant documentation.”

“On terms and conditions determined by the General Partner in its sole discretion, NPREUs may be replaced by a grant of PREUs, which may be set forth in a written schedule and subject to additional terms and conditions, provided that , in all circumstances such grant of PREUs shall be contingent upon BGC Partners, Inc., inclusive of its Affiliates, earning, in aggregate, at least USD

5 million in gross revenues in the calendar quarter in which the applicable award of PREUs is to be granted. The forgoing revenue contingency is deemed to be included as an additional condition for an NPREU to be replaced by, or converted into, a PREU in any NPREU award documentation, without the requirement of any additional amendment to any such grant documentation.”

“On terms and conditions determined by the General Partner in its sole discretion, NLPUs may be replaced by a grant of LPUs, which may be set forth in a written schedule and subject to additional terms and conditions, provided that , in all circumstances such grant of LPUs shall be contingent upon BGC Partners, Inc., inclusive of its Affiliates, earning, in aggregate, at least USD 5 million in gross revenues in the calendar quarter in which the applicable award of LPUs is to be granted. The forgoing revenue contingency is deemed to be included as an additional condition for an NLPU to be replaced by, or converted into, a LPU in any NLPU award documentation, without the requirement of any additional amendment to any such grant documentation.”

“On terms and conditions determined by the General Partner in its sole discretion, NPLPUs may be replaced by a grant of PLPUs, which may be set forth in a written schedule and subject to additional terms and conditions, provided that , in all circumstances such grant of PLPUs shall be contingent upon BGC Partners, Inc., inclusive of its Affiliates, earning, in aggregate, at least USD 5 million in gross revenues in the calendar quarter in which the applicable award of PLPUs is to be granted. The forgoing revenue contingency is deemed to be included as an additional condition for an NPLPU to be replaced by, or converted into, a PLPU in any NPLPU award documentation, without the requirement of any additional amendment to any such grant documentation.”

“On terms and conditions determined by the General Partner in its sole discretion, NPPSUs may be replaced by a grant of PPSUs, which may be set forth in a written schedule and subject to additional terms and conditions, provided that , in all circumstances such grant of PPSUs shall be contingent upon BGC Partners, Inc., inclusive of its Affiliates, earning, in aggregate, at least USD 5 million in gross revenues in the calendar quarter in which the applicable award of PPSUs is to be granted. The forgoing revenue contingency is deemed to be included as an additional condition for an NPPSU to be replaced by, or converted into, a PPSU in any NPPSU award documentation, without the requirement of any additional amendment to any such grant documentation.”

Section 3. Other Amendments

The General Partner shall have the authority, without the consent of the other Partners other than the Exchangeable Limited Partners (by affirmative vote of a Majority in Interest), to make such other amendments to the Agreement as are necessary or appropriate to give effect to the intent of this Twelfth Amendment, including, without limitation, to amend the Table of Contents or to reflect this Twelfth Amendment in an Amended and Restated Agreement of Limited Partnership (and to further amend and/or restate such Amended and Restated Agreement of Limited Partnership to reflect this Twelfth Amendment to the extent necessary or appropriate as determined by the General Partner).

Defined terms used herein and not otherwise defined shall have the meanings ascribed to them in the Agreement.

[Signature Page Follows]


BGC GP, LLC

By:		/s/ Howard W. Lutnick
		Name: Howard W. Lutnick
		Title: Chairman and CEO


CANTOR FITZGERALD, L.P., as the sole Exchangeable Limited Partner

By:		/s/ Howard W. Lutnick
		Name: Howard W. Lutnick
		Title: Chairman and CEO

[Signature Page to the Twelfth Amendment, executed and effective as of December 14, 2016, to the Agreement of Limited

Partnership of BGC Holdings, L.P., as amended and restated as of March 31, 2008, and as further amended]