UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2019OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from to

Commission File Number: 0-28191

BGC Partners, Inc.(Exact Name of Registrant as Specified in Its Charter)

Delaware 13-4063515(State or Other Jurisdiction ofIncorporation or Organization)

(I.R.S. EmployerIdentification No.)

499 Park Avenue, New York, NY 10022(Address of Principal Executive Offices) (Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading

Symbol(s) Name of each exchange on which registeredClass A Common Stock, $0.01 par value BGCP The Nasdaq Stock Market, LLC

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the

registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12

months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated

filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☒ Accelerated Filer ☐Non-accelerated Filer ☐ Smaller Reporting Company ☐Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant toSection 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒The aggregate market value of voting common equity held by non-affiliates of the registrant, based upon the closing price of the Class A common stock on June 28, 2019 as reported on NASDAQ, was approximately

$1,516,148,852.Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.On February 24, 2020, the registrant had 308,981,508 shares of Class A common stock, $0.01 par value, and 45,884,380 shares of Class B common stock, $0.01 par value, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE.Portions of the registrant’s definitive proxy statement for its 2020 annual meeting of stockholders are incorporated by reference in Part III of this Annual Report on Form 10-K

BGC Partners, Inc.

2019 FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS Page GLOSSARY OF TERMS, ABBREVIATIONS AND ACRONYMS 2PART I ITEM 1. BUSINESS 12ITEM 1A. RISK FACTORS 33ITEM 1B. UNRESOLVED STAFF COMMENTS 70ITEM 2. PROPERTIES 70ITEM 3. LEGAL PROCEEDINGS 70ITEM 4. MINE SAFETY DISCLOSURES 70

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OFEQUITY SECURITIES

71

ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA 76ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 77ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 114ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 116ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 183ITEM 9A. CONTROLS AND PROCEDURES 183ITEM 9B. OTHER INFORMATION 183

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 184ITEM 11. EXECUTIVE COMPENSATION 184ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER

MATTERS

184ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 184ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 184

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 185ITEM 16. FORM 10-K SUMMARY 189

GLOSSARY OF TERMS, ABBREVIATIONS AND ACRONYMS

The following terms, abbreviations and acronyms are used to identify frequently used terms and phrases in this report:

TERM DEFINITION

2019 Promissory Note BGC U.S. OpCo’s $300.0 million principal amount promissory note, issued as of December 9, 2014 to the Company in relation tothe 5.375% Senior Notes and assumed by Newmark OpCo in connection with the Separation, which was repaid on November 23,2018

2042 Promissory Note BGC U.S. OpCo’s $112.5 million principal amount promissory note, issued as of June 26, 2012 to the Company in relation to the

8.125% Senior Notes and assumed by Newmark OpCo in connection with the Separation, which was repaid on September 5, 2018 3.750% Senior Notes The Company’s $300.0 million principal amount of 3.750% senior notes maturing on October 1, 2024 and issued on September 27,

2019 5.125% Senior Notes The Company’s $300.0 million principal amount of 5.125% senior notes maturing on May 27, 2021 and issued on May 27, 2016 5.375% Senior Notes The Company’s $300.0 million principal amount of 5.375% senior notes due 2019, issued on December 9, 2014, which were repaid

on December 5, 2018 5.375% Senior Notes due 2023 The Company’s $450.0 million principal amount of 5.375% senior notes maturing on July 24, 2023 and issued on July 24, 2018 8.125% Senior Notes The Company’s $112.5 million principal amount of 8.125% senior notes due 2042, issued on June 26, 2012, which were repaid on

September 5, 2018 8.375% Senior Notes The Company’s $240.0 million principal amount of GFI 8.375% senior notes due July 2018, assumed by BGC in connection with

the GFI Merger, which were repaid on July 19, 2018 Adjusted Earnings A non-GAAP financial measure used by the Company to evaluate financial performance; primarily excludes (i) certain non-cash

items and other expenses that generally do not involve the receipt or outlay of cash and do not dilute existing stockholders, and (ii)certain gains and charges that management believes do not best reflect the ordinary results of BGC

April 2008 distribution rights shares Cantor’s deferred stock distribution rights provided to current and former partners on April 1, 2008 April 2017 Sales Agreement CEO sales agreement, by and between the Company and CF&Co, dated April 12, 2017, pursuant to which the Company offered and

sold an aggregate of 20 million shares of BGC Class A common stock Aqua Aqua Securities L.P., an alternative electronic trading platform that offers new pools of block liquidity to the global equities markets

and is a 49%-owned equity method investment of the Company ASC Accounting Standards Codification ASU Accounting Standards Update Audit Committee Audit Committee of the Board Berkeley Point Berkeley Point Financial LLC, a wholly owned subsidiary of the Company acquired on September 8, 2017 and contributed to

Newmark in the Separation Berkeley Point Acquisition Acquisition by the Company of all of the outstanding membership interests of Berkeley Point BEAT Base erosion and anti-abuse tax Besso Besso Insurance Group Limited, a wholly owned subsidiary of the Company acquired on February 28, 2017 BGC BGC Partners, Inc. and, where applicable, its consolidated subsidiaries

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TERM DEFINITION

BGC or our Class A common stock BGC Partners Class A common stock, par value $0.01 per share BGC or our Class B common stock BGC Partners Class B common stock, par value $0.01 per share BGC Credit Agreement Agreement between the Company and Cantor, dated March 19, 2018, that provides for each party or its subsidiaries to borrow up to

$250.0 million, as amended on August 6, 2018 to increase the facility to $400.0 million BGC Financial or BGCF BGC Financial, L.P BGC Global OpCo BGC Global Holdings, L.P., an operating partnership that is owned jointly by BGC and BGC Holdings and which holds the non-

U.S. businesses of BGC BGC Group BGC, BGC Holdings, and BGC U.S. OpCo, and their respective subsidiaries (other than, prior to the Spin-Off, the Newmark

Group), collectively BGC Holdings BGC Holdings, L.P., an entity owned by Cantor, Founding Partners, BGC employee partners and, after the Separation, Newmark

employee partners BGC Holdings Distribution Pro-rata distribution, pursuant to the Separation and Distribution Agreement, by BGC Holdings to its partners of all of the

exchangeable limited partnership interests of Newmark Holdings owned by BGC Holdings immediately prior to the distribution,completed on the Distribution Date

BGC OpCos BGC U.S. OpCo and BGC Global OpCo, collectively BGC Partners BGC Partners, Inc. and, where applicable, its consolidated subsidiaries BGC U.S. OpCo BGC Partners, L.P., an operating partnership that is owned jointly by BGC and BGC Holdings and which holds the U.S. businesses

of BGC Board Board of Directors of the Company Brexit Exit of the U.K. from the EU Cantor Cantor Fitzgerald, L.P. and, where applicable, its subsidiaries Cantor group Cantor and its subsidiaries other than BGC Partners Cantor units Limited partnership interests of BGC Holdings or Newmark Holdings held by the Cantor group, which units are exchangeable into

shares of BGC Class A common stock or BGC Class B common stock, or Newmark Class A common stock or Newmark Class Bcommon stock, as applicable

CCRE Cantor Commercial Real Estate Company, L.P. CEO Program Controlled equity offering program CF&Co Cantor Fitzgerald & Co., a wholly owned broker-dealer subsidiary of Cantor CFGM CF Group Management, Inc., the general partner of Cantor CFS Cantor Fitzgerald Securities, a wholly owned broker-dealer subsidiary of Cantor CFTC Commodity Futures Trading Commission Charity Day BGC’s annual event held on September 11th where employees of the Company raise proceeds for charity Class B Issuance Issuance by BGC of 10,323,366 and 712,907 shares of BGC Class B common stock to Cantor and CFGM, respectively, in exchange

for 11,036,273 shares of BGC Class A common stock under the Exchange Agreement, completed on November 23, 2018 CLOB Central limit order book CME CME Group Inc., the company that acquired NEX in November 2018

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TERM DEFINITION

Company BGC Partners, Inc. and, where applicable, its consolidated subsidiaries Compensation Committee The Compensation Committee of the Board Contribution Ratio Equal to a BGC Holdings limited partnership interest multiplied by one, divided by 2.2 (or 0.4545) Converted Term Loan BGC’s term loan in an aggregate principal amount of $400.0 million entered into on November 22, 2017 in conversion of its then-

outstanding borrowings under its revolving credit facility, which Converted Term Loan was assumed by Newmark in connectionwith the Separation and was repaid on November 6, 2018

CRD Capital Requirements Directive Credit Facility A $150.0 million credit facility between the Company and an affiliate of Cantor entered into on April 21, 2017. The Credit Facility

was terminated on March 19, 2018. CSC CSC Commodities UK Limited Distribution Date November 30, 2018, the date that BGC and BGC Holdings completed the Spin-Off and the BGC Holdings Distribution Dodd-Frank Act Dodd-Frank Wall Street Reform and Consumer Protection Act ECB European Central Bank Ed Broking Ed Broking Group Limited, a wholly owned subsidiary of the Company, acquired on January 31, 2019 EMIR European Market Infrastructure Regulation EPS Earnings Per Share EPUs Exchangeable preferred limited partnership units, issued by Newmark OpCo in June 2018 and September 2018 in the Newmark

OpCo Preferred Investments, and entitled to a preferred payable-in-kind dividend Equity Plan Seventh Amended and Restated Long Term Incentive Plan, approved by the Company’s stockholders at the annual meeting of

stockholders on June 22, 2016 ESG Environmental, social and governance eSpeed Various assets comprising the Fully Electronic portion of the Company’s former benchmark on-the-run U.S. Treasury brokerage,

market data and co-location service businesses, sold to Nasdaq on June 28, 2013 ETR Effective tax rate EU European Union Exchange Act Securities Exchange Act of 1934, as amended Exchange Agreement A letter agreement by and between BGC Partners and Cantor, dated June 5, 2015, that grants Cantor the right to exchange shares of

BGC Class A common stock into shares of BGC Class B common stock on a one-to-one basis up to the limits described therein Exchange Ratio Ratio by which a Newmark Holdings limited partnership interest can be exchanged for shares of Newmark Class A or Class B

common stock FASB Financial Accounting Standards Board FCA FCM

Financial Conduct Authority of the U.K. Futures Commission Merchant

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TERM DEFINITION

February 2012 distribution rights shares Cantor’s deferred stock distribution obligations provided to current and former partners on February 14, 2012 in connection with

Cantor’s payment of previous quarterly partnership distributions Fenics BGC’s group of electronic brands, offering a number of market infrastructure and connectivity services, Fully Electronic

marketplaces, and the Fully Electronic brokerage of certain products that also may trade via Voice and Hybrid execution. The fullsuite of Fenics offerings include market data and related information services, Fully Electronic brokerage, compression and otherpost-trade services, analytics related to financial instruments and markets, and other financial technology solutions

FINRA Financial Industry Regulatory Authority Founding Partners Individuals who became limited partners of BGC Holdings in the mandatory redemption of interests in Cantor in connection with

the 2008 separation and merger of Cantor’s BGC division with eSpeed, Inc. (provided that members of the Cantor group andHoward W. Lutnick (including any entity directly or indirectly controlled by Mr. Lutnick or any trust with respect to which he is agrantor, trustee or beneficiary) are not founding partners) and became limited partners of Newmark Holdings in the Separation

Founding/Working Partners Holders of FPUs FPUs Founding/Working Partners units of BGC Holdings or Newmark Holdings that are generally redeemed upon termination of

employment Fully Electronic Broking transactions intermediated on a solely electronic basis rather than by Voice or Hybrid Broking FX Foreign exchange GDPR General Data Protection Regulation GFI GFI Group Inc., a wholly owned subsidiary of the Company, acquired on January 12, 2016 GFI Merger Acquisition of GFI by a wholly owned subsidiary of the Company pursuant to the GFI Merger Agreement, completed on January

12, 2016 after BGC’s acquisition of Jersey Partners, Inc., GFI’s largest shareholder GFI Merger Agreement Agreement in connection with the GFI Merger, dated December 22, 2015 GILTI Global intangible low-taxed income Ginga Petroleum Ginga Petroleum (Singapore) Pte Ltd, a wholly owned subsidiary of the Company, acquired on March 12, 2019 HDUs LPUs with capital accounts, which are liability awards recorded in “Accrued compensation” in our consolidated statements of

financial condition Hybrid Broking transactions executed by brokers and involving some element of Voice Broking and electronic trading ICAP ICAP plc, a part of TP ICAP group; and a leading markets operator and provider of execution and information services ICE Intercontinental Exchange IMO Initial Margin Optimization Incentive Plan The Company’s Second Amended and Restated Incentive Bonus Compensation Plan, approved by the Company’s stockholders at

the annual meeting of stockholders on June 6, 2017 Intercompany Credit Agreement Agreement between the Company and Newmark entered into on December 13, 2017 that provided for each party to issue revolving

loans to the other party in the lender’s discretion, as amended March 19, 2018

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TERM DEFINITION

Investment in Newmark Purchase of 16.6 million Newmark Holdings limited partnership units for $242.0 million by BGC Partners and BGC U.S. OpCo on

March 7, 2018 Legacy BGC Holdings Units BGC Holdings LPUs outstanding immediately prior to the Separation Legacy Newmark Holdings Units Newmark Holdings LPUs outstanding immediately prior to the Separation LIBOR London Interbank Offering Rate LPUs Certain limited partnership units of BGC Holdings or Newmark Holdings held by certain employees of BGC Partners or Newmark

and other persons who have provided services to BGC Partners or Newmark, which units may include APSIs, APSUs, AREUs,ARPSUs, HDUs, U.K. LPUs, N Units, PLPUs, PPSIs, PPSUs, PSEs, PSIs, PSUs, REUs, and RPUs, along with future types oflimited partnership units of BGC Holdings or Newmark Holdings

March 2018 Sales Agreement CEO sales agreement, by and between the Company and CF&Co, dated March 9, 2018, pursuant to which the Company may offer

and sell up to an aggregate of $300.0 million of shares of BGC Class A common stock MEA Middle East and Africa region MiFID II Markets in Financial Instruments Directive II, a legislative framework instituted by the EU to regulate financial markets and

improve protections for investors by increasing transparency and standardizing regulatory disclosures Nasdaq Nasdaq, Inc., formerly known as NASDAQ OMX Group, Inc. Newmark Newmark Group, Inc. (NASDAQ symbol: NMRK), a publicly traded and former majority-owned subsidiary of BGC until the

Distribution Date, and, where applicable, its consolidated subsidiaries Newmark Class A common stock Newmark Group Class A common stock, par value $0.01 per share Newmark Class B common stock Newmark Group Class B common stock, par value $0.01 per share Newmark Group Newmark, Newmark Holdings, and Newmark OpCo and their respective subsidiaries, collectively Newmark Holdings Newmark Holdings, L.P. Newmark IPO Initial public offering of 23 million shares of Newmark Class A common stock by Newmark at a price of $14.00 per share in

December 2017 Newmark OpCo Newmark Partners, L.P., an operating partnership that is owned by Newmark and Newmark Holdings and which holds the business

of Newmark Newmark OpCo Preferred Investments Issuances of EPUs by Newmark OpCo in June 2018 and September 2018 NYAG New York Attorney General’s Office NEX NEX Group plc, an entity formed in December 2016, formerly known as ICAP NFA National Futures Association Non-GAAP A financial measure that differs from the most directly comparable measure calculated and presented in accordance with U.S.

GAAP, such as Adjusted Earnings and Adjusted EBITDA November 2014 Sales Agreement CEO sales agreement, by and between the Company and CF&Co, dated November 20, 2014, pursuant to which the Company

offered and sold an aggregate of 20 million shares of BGC Class A common stock N Units Non-distributing partnership units that may not be allocated any item of profit or loss and may not be made exchangeable into shares

of our Class A common stock. Which units may include NREUs, NPREUs, NLPUs, NPLPUs, NPSUs, and NPPSUs

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TERM DEFINITION

OCI Other comprehensive income (loss); includes gains and losses on cash flow and net investment hedges, unrealized gains and losses

on available for sale securities (in periods prior to January 1, 2018), certain gains and losses relating to pension and other retirementbenefit obligations and foreign currency translation adjustments

OECD Organization for Economic Cooperation and Development OTC Over-the-counter OTF Organized Trading Facility, a regulated execution venue category introduced by MiFID II Period Cost Method Treatment of taxes associated with the GILTI provision as a current period expense when incurred rather than recording deferred

taxes for basis differences Poten & Partners Poten & Partners Group, Inc., a wholly owned subsidiary of the Company, acquired on November 15, 2018 Preferred Distribution Allocation of net profits of BGC Holdings or Newmark Holdings to holders of Preferred Units, at a rate of either 0.6875% (i.e.,

2.75% per calendar year) or such other amount as set forth in the award documentation Preferred Units Preferred partnership units awarded by BGC Holdings or Newmark Holdings, such as PPSUs, which are settled for cash, rather than

made exchangeable into BGC Class A common stock or Newmark Class A common stock, and are only entitled to a PreferredDistribution. Preferred Units are not included in BGC’s or Newmark’s fully diluted share count

Real Estate L.P. CF Real Estate Finance Holdings, L.P., a commercial real estate-related financial and investment business controlled and managed

by Cantor, of which Newmark owns a minority interest Record Date Close of business on November 23, 2018, in connection with the Spin-Off Repurchase Agreements Securities sold under agreements to repurchase that are recorded at contractual amounts, including interest, and accounted for as

collateralized financing transactions Revolving Credit Agreement The Company’s unsecured senior revolving credit facility with Bank of America, N.A., as administrative agent, and a syndicate of

lenders, dated as of November 28, 2018, that provides for a maximum revolving loan balance of $350.0 million, bearing interest ateither LIBOR or a defined base rate plus additional margin; amended on December 11, 2019 to extend the maturity date to February26, 2021 and further amended on February 26, 2020 to extend the maturity date to February 26, 2023.

ROU Right-of-Use RSUs BGC or Newmark unvested restricted stock units, payable in shares of BGC Class A common stock or Newmark Class A common

stock, respectively, held by certain employees of BGC Partners or Newmark and other persons who have provided services to BGCPartners or Newmark

SEC U.S. Securities and Exchange Commission Securities Act Securities Act of 1933, as amended SEF Swap execution facilities Separation Principal corporate transactions pursuant to the Separation and Distribution Agreement, by which BGC, BGC Holdings and BGC

U.S. OpCo and their respective subsidiaries (other than the Newmark Group) transferred to Newmark, Newmark Holdings andNewmark OpCo and their respective subsidiaries the assets and liabilities of the BGC Group relating to BGC’s real estate servicesbusiness, and related transactions, including the BGC Holdings Distribution and the assumption and repayment of certainindebtedness by Newmark

Separation and Distribution Agreement Separation and Distribution Agreement, by and among the BGC Group, the Newmark Group, Cantor and BGC Global OpCo,

originally entered into on December 13, 2017, as amended on November 8, 2018 and amended and restated on November 23, 2018 SMCR Senior Managers Certification Regime

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TERM DEFINITION

Spin-Off Pro-rata distribution, pursuant to the Separation and Distribution Agreement, by BGC to its stockholders of all the shares of common

stock of Newmark owned by BGC Partners immediately prior to the Distribution, with shares of Newmark Class A common stockdistributed to the holders of shares of BGC Class A common stock (including directors and executive officers of BGC Partners) ofrecord on the Record Date, and shares of Newmark Class B common stock distributed to the holders of shares of BGC Class Bcommon stock (Cantor and CFGM) of record on the Record Date, completed on the Distribution Date

Tax Act Tax Cuts and Jobs Act enacted on December 22, 2017 Term Loan BGC’s term loan in an aggregate principal amount of $575.0 million under a credit agreement with Bank of America, N.A., as

administrative agent, and a syndicate of lenders, dated as of September 8, 2017, as amended, which Term Loan was assumed byNewmark in connection with the Separation and repaid on March 31, 2018

Tower Bridge Tower Bridge International Services L.P., a subsidiary of the Company that is 52% owned by the Company and 48% owned by

Cantor TP ICAP TP ICAP plc, an entity formed in December 2016, formerly known as Tullett Tullett Tullett Prebon plc, a part of TP ICAP group and an interdealer broker, primarily operating as an intermediary in the wholesale

financial and energy sectors U.K. United Kingdom U.S. GAAP Generally accepted accounting principles in the United States UBT Unincorporated Business Tax VIE Variable interest entity Voice Voice-only broking transactions executed by brokers over the telephone

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SPECIAL NOTE ON FORWARD-LOOKING INFORMATION

This Annual Report on Form 10-K (this “Form 10-K”) contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section21E of the Exchange Act. Such statements are based upon current expectations that involve risks and uncertainties. Any statements contained herein that are not statements ofhistorical fact may be deemed to be forward-looking statements. For example, words such as “may,” “will,” “should,” “estimates,” “predicts,” “possible,” “potential,”“continue,” “strategy,” “believes,” “anticipates,” “plans,” “expects,” “intends,” and similar expressions are intended to identify forward-looking statements.

Our actual results and the outcome and timing of certain events may differ significantly from the expectations discussed in the forward-looking statements. Factorsthat might cause or contribute to such a discrepancy include, but are not limited to, the factors set forth below:

• market conditions, including trading volume and volatility, possible disruptions in trading, potential deterioration of equity and debt capital markets,impact of significant changes in interest rates and our ability to access the capital markets;

• pricing, commissions and fees, and market position with respect to any of our products and services and those of our competitors;

• the effect of industry concentration and reorganization, reduction of customers, and consolidation;

• liquidity, regulatory, cash and clearing capital requirements and the impact of credit market events;

• our relationships and transactions with Cantor and its affiliates, including CF&Co, and CCRE, our structure, including BGC Holdings, which is ownedby us, Cantor, our employee partners and other partners, and the BGC OpCos, which are owned jointly by us and BGC Holdings, any possible changes toour structure, any related transactions, conflicts of interest or litigation, any impact of Cantor’s results on our credit ratings and associated outlooks, anyloans to or from us or Cantor, BGC Holdings, or the BGC OpCos, including the balances and interest rates thereof from time to time, CF&Co’s acting asour sales agent or underwriter under our CEO program or other offerings, Cantor’s holdings of our debt securities, CF&Co’s acting as a market maker inour debt securities, CF&Co’s acting as our financial advisor in connection with potential acquisitions, dispositions, or other transactions and ourparticipation in various investments, stock loans or cash management vehicles placed by or recommended by CF&Co;

• the integration of acquired businesses with our other businesses;

• the rebranding of our current businesses or risks related to any potential dispositions of all or any portion of our existing or acquired businesses;

• economic or geopolitical conditions or uncertainties, the actions of governments or central banks, including uncertainty regarding the nature, timing andconsequences of the U.K.’s exit from the EU following the withdrawal process, proposed transition period and related rulings, including potentialreduction in investment in the U.K., and the pursuit of trade, border control or other related policies by the U.S. and/or other countries (including U.S.-China trade relations), political and labor unrest in France, Hong Kong, China, and other jurisdictions, conflict in the Middle East, the impact of U.S.government shutdowns, elections, and the impact of terrorist acts, acts of war or other violence or political unrest, as well as natural disasters or weather-related or similar events, including hurricanes as well as power failures, communication and transportation disruptions, and other interruptions of utilitiesor other essential services and the impacts of pandemics and other international health emergencies;

• the effect on our businesses, our clients, the markets in which we operate, and the economy in general of recent changes in the U.S. and foreign tax andother laws, including changes in tax rates, repatriation rules, and deductibility of interest, potential policy and regulatory changes in Mexico,sequestrations, uncertainties regarding the debt ceiling and the federal budget, and other potential political policies;

• the effect on our businesses of changes in interest rates, changes in benchmarks, including the phase out of LIBOR, the level of worldwide governmentaldebt issuances, austerity programs, increases or decreases in deficits, and other changes to monetary policy, and potential political impasses or regulatoryrequirements, including increased capital requirements for banks and other institutions or changes in legislation, regulations and priorities;

• extensive regulation of our businesses and customers, changes in regulations relating to financial services companies and other industries, and risksrelating to compliance matters, including regulatory examinations, inspections, investigations and enforcement actions, and any resulting costs, increasedfinancial and capital requirements, enhanced oversight, remediation, fines, penalties, sanctions, and changes to or restrictions or limitations on specificactivities, operations, compensatory arrangements, and growth opportunities, including acquisitions, hiring, and new businesses, products, or services;

• factors related to specific transactions or series of transactions, including credit, performance, and principal risk, trade failures, counterparty failures, andthe impact of fraud and unauthorized trading;

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• the effect on our business of any extraordinary transactions, including the possible restructuring of our partnership into a corporate structure, as well as

the continuing effects on our businesses and operations of the Spin-Off, to our stockholders, including Cantor and our executive officers, of all of theshares of common stock of our publicly traded affiliate, Newmark, which were owned by us immediately prior to the effective time of the Spin-Off;including any equity-based compensation paid to our employees, including our executive officers, in the form of shares of Newmark or units ofNewmark Holdings, for services rendered to us, and any equity-based compensation paid to Newmark employees, including our executive officers, in theform of our shares or units of BGC Holdings for services rendered to Newmark, following the Spin-Off;

• costs and expenses of developing, maintaining, and protecting our intellectual property, as well as employment, regulatory, and other litigation andproceedings, and their related costs, including judgments, indemnities, fines, or settlements paid and the impact thereof on our financial results and cashflows in any given period;

• certain financial risks, including the possibility of future losses, reduced cash flows from operations, increased leverage and the need for short- or long-term borrowings, including from Cantor, our ability to refinance our indebtedness, or our access to other sources of cash relating to acquisitions,dispositions, or other matters, potential liquidity and other risks relating to our ability to maintain continued access to credit and availability of financingnecessary to support our ongoing business needs, on terms acceptable to us, if at all, and risks associated with the resulting leverage, including potentiallycausing a reduction in our credit ratings and the associated outlooks and increased borrowing costs as well as interest rate and foreign currency exchangerate fluctuations;

• risks associated with the temporary or longer-term investment of our available cash, including in the BGC OpCos, defaults or impairments on ourinvestments, joint venture interests, stock loans or cash management vehicles and collectability of loan balances owed to us by partners, employees, theBGC OpCos or others;

• our ability to enter new markets or develop new products, trading desks, marketplaces, or services for existing or new customers, including efforts toconvert certain existing products to a Fully Electronic trade execution, and to induce such customers to use these products, trading desks, marketplaces,or services and to secure and maintain market share;

• the impact of the Spin-Off and related transactions or any restructuring or similar transactions on our ability to enter into marketing and strategicalliances and business combinations or other transactions in the financial services and other industries, including acquisitions, tender offers, dispositions,reorganizations, partnering opportunities and joint ventures, the failure to realize the anticipated benefits of any such transactions, relationships or growthand the future impact of any such transactions, relationships or growth on our other businesses and our financial results for current or future periods, theintegration of any completed acquisitions and the use of proceeds of any completed dispositions, and the value of and any hedging entered into inconnection with consideration received or to be received in connection with such dispositions and any transfers thereof;

• our estimates or determinations of potential value with respect to various assets or portions of our businesses, including with respect to the accuracy ofthe assumptions or the valuation models or multiples used;

• our ability to hire and retain personnel, including brokers, salespeople, managers, and other professionals;

• our ability to expand the use of technology for Hybrid and Fully Electronic trade execution in our product and service offerings;

• our ability to effectively manage any growth that may be achieved, while ensuring compliance with all applicable financial reporting, internal control,legal compliance, and regulatory requirements;

• our ability to identify and remediate any material weaknesses in our internal controls that could affect our ability to properly maintain books and records,prepare financial statements and reports in a timely manner, control our policies, practices and procedures, operations and assets, assess and manage ouroperational, regulatory and financial risks, and integrate our acquired businesses and brokers, salespeople, managers and other professionals;

• the impact of unexpected market moves and similar events;

• information technology risks, including capacity constraints, failures, or disruptions in our systems or those of the clients, counterparties, exchanges,clearing facilities, or other parties with which we interact, including cyber-security risks and incidents, compliance with regulations requiring dataminimization and protection and preservation of records of access and transfers of data, privacy risk and exposure to potential liability and regulatoryfocus;

• the effectiveness of our governance, risk management, and oversight procedures and impact of any potential transactions or relationships with relatedparties;

• the impact of our ESG or “sustainability” ratings on the decisions by clients, investors, potential clients and other parties with respect to our business,investments in us or the market for and trading price of BGC Class A common stock or other matters;

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• the fact that the prices at which shares of our Class A common stock are or may be sold in one or more of our CEO program or in other offerings,

acquisitions, or other transactions may vary significantly, and purchasers of shares in such offerings or other transactions, as well as existingstockholders, may suffer significant dilution if the price they paid for their shares is higher than the price paid by other purchasers in such offerings ortransactions;

• our ability to meet expectations with respect to payments of dividends and distributions and repurchases of shares of our Class A common stock andpurchases or redemptions of limited partnership interests of BGC Holdings, or other equity interests in us or any of our other subsidiaries, including theBGC OpCos, including from Cantor, our executive officers, other employees, partners, and others, and the net proceeds to be realized by us fromofferings of shares of BGC Class A common stock; and

• the effect on the market for and trading price of our Class A common stock and of various offerings and other transactions, including our CEO programand other offerings of our Class A common stock and convertible or exchangeable securities, our repurchases of shares of our Class A common stock andpurchases or redemptions of BGC Holdings limited partnership interests or other equity interests in us or in our subsidiaries, any exchanges by Cantor ofshares of our Class A common stock for shares of our Class B common stock, any exchanges or redemptions of limited partnership units and issuances ofshares of our Class A common stock in connection therewith, including in corporate or partnership restructurings, our payment of dividends on our ClassA common stock and distributions on limited partnership interests of BGC Holdings and the BGC OpCos, convertible arbitrage, hedging, and othertransactions engaged in by us or holders of our outstanding shares, debt or other securities, share sales and stock pledge, stock loans, and other financingtransactions by holders of our shares (including by Cantor or others), including of shares acquired pursuant to our employee benefit plans, unit exchangesand redemptions, corporate or partnership restructurings, acquisitions, conversions of our Class B common stock and our other convertible securities,stock pledge, stock loan, or other financing transactions, and distributions from Cantor pursuant to Cantor’s distribution rights obligations and otherdistributions to Cantor partners, including deferred distribution rights shares.

The foregoing risks and uncertainties, as well as those risks and uncertainties discussed under the headings “Item 1A—Risk Factors,” and “Item 7A—Quantitativeand Qualitative Disclosures About Market Risk” and elsewhere in this Form 10-K, may cause actual results and events to differ materially from the forward-looking statements.The information included herein is given as of the filing date of this Form 10-K with the SEC, and future results or events could differ significantly from these forward-lookingstatements. The Company does not undertake to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. These filings are available to the public from the SEC’s websiteat www.sec.gov.

Our website address is www.bgcpartners.com. Through our website, we make available, free of charge, the following documents as soon as reasonably practicableafter they are electronically filed with, or furnished to, the SEC: our Annual Reports on Form 10-K; our proxy statements for our annual and special stockholder meetings; ourQuarterly Reports on Form 10-Q; our Current Reports on Form 8-K; Forms 3, 4 and 5 and Schedules 13D filed on behalf of Cantor, CFGM, our directors and our executiveofficers; and amendments to those documents. Our website also contains additional information with respect to our industry and business. The information contained on, or thatmay be accessed through, our website is not part of, and is not incorporated into, this Annual Report on Form 10-K.

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PART I

ITEM 1. BUSINESS

Throughout this document, BGC Partners, Inc. is referred to as “BGC” and, together with its subsidiaries, as the “Company,” “BGC Partners,” “we,” “us,” or “our.”

Our Businesses

We are a leading global brokerage and financial technology company servicing the global financial markets.

Through brands including BGC®, GFI®, Sunrise™, Besso™, Ed Broking®, Poten & Partners™ and RP Martin™, among others, our businesses specialize in thebrokerage of a broad range of products, including fixed income such as government bonds, corporate bonds, and other debt instruments, as well as related interest ratederivatives and credit derivatives. We also broker products across foreign exchange, equities, energy and commodities, insurance, and futures. Our businesses also provide awide variety of services, including trade execution, broker-dealer services, clearing, trade compression, post-trade, information, and other back-office services to a broadassortment of financial and non-financial institutions. Our integrated platform is designed to provide flexibility to customers with regards to price discovery, execution andprocessing of transactions, and enables them to use Voice, Hybrid, or in many markets, Fully Electronic brokerage services in connection with transactions executed either OTCor through an exchange. Through our Fenics® group of electronic brands, we offer a number of market infrastructure and connectivity services, fully electronic marketplaces,and the fully electronic brokerage of certain products that also may trade via voice and hybrid execution. The full suite of Fenics® offerings include market data and relatedinformation services, fully electronic brokerage, compression and other post-trade services, analytics related to financial instruments and markets, and other financial technologysolutions. Fenics® brands operate under the names Fenics®, BGC Trader™, CreditMatch®, Fenics MD™, BGC Market Data™, kACE2®, EMBonds®, Capitalab®,Swaptioniser®, CBID® and Lucera®.

We previously offered Real Estate Services through our publicly traded subsidiary, Newmark Group, Inc. (NASDAQ: NMRK). On November 30, 2018, we completedthe Spin-Off of Newmark (see “Newmark IPO, Separation Transaction and Spin-Off” for more information).

BGC, BGC Partners, BGC Trader, GFI, GFI Ginga, CreditMatch, Fenics, Fenics.com, Sunrise Brokers, Besso, Ed Broking, Poten & Partners, RP Martin, kACE2,EMBonds, Capitalab, Swaptioniser, CBID and Lucera are trademarks/service marks, and/or registered trademarks/service marks of BGC Partners, Inc. and/or its affiliates.

Our customers include many of the world’s largest banks, broker-dealers, investment banks, trading firms, hedge funds, governments, corporations, and investmentfirms. We have dozens of offices globally in major markets including New York and London, as well as in Bahrain, Beijing, Bermuda, Bogotá, Brisbane, Buenos Aires,Chicago, Copenhagen, Dubai, Dublin, Frankfurt, Geneva, Hong Kong, Houston, Istanbul, Johannesburg, Madrid, Melbourne, Mexico City, Moscow, Nyon, Paris, Rio deJaneiro, Santiago, São Paulo, Seoul, Shanghai, Singapore, Sydney, Tel Aviv, Tokyo and Toronto.

As of December 31, 2019, we had over 2,900 brokers, salespeople, managers and other front-office personnel across our businesses.

Our History

Our business originates from one of the oldest and most established inter-dealer or wholesale brokerage franchises in the financial intermediary industry. Cantor startedour wholesale intermediary brokerage operations in 1972. In 1996, Cantor launched its eSpeed system, which revolutionized the way government bonds are traded in the inter-dealer market by providing a fully electronic trading marketplace. eSpeed completed an initial public offering in 1999 and began trading on NASDAQ, yet it remained one ofCantor’s controlled subsidiaries. Following eSpeed’s initial public offering, Cantor continued to operate its inter-dealer voice/hybrid brokerage business separately from eSpeed.In August 2004, Cantor announced the reorganization and separation of its inter-dealer voice/hybrid brokerage business into a subsidiary called “BGC,” in honor of B. GeraldCantor, the pioneer in screen brokerage services and fixed income market data products. In April 2008, BGC and certain other Cantor assets merged with and into eSpeed, andthe combined company began operating under the name “BGC Partners, Inc.” In June 2013, BGC sold certain assets relating to its U.S. Treasury benchmark business and thename “eSpeed” to Nasdaq (see “Nasdaq Transaction and Nasdaq Monetization”).

Prior to the events of September 11, 2001, our financial brokerage business was widely recognized as one of the leading full-service wholesale financial brokers in theworld, with a rich history of developing innovative technological and financial solutions. After September 11, 2001 and the loss of the majority of our U.S.-based employees,our voice financial brokerage business operated primarily in Europe.

Since the formation of BGC in 2004, we have substantially rebuilt our U.S. presence and have continued to expand our global footprint through the acquisition andintegration of established brokerage companies and the hiring of experienced brokers. Through these actions, we have been able to expand our presence in key markets andposition our business for sustained growth. Since 2015, our acquisitions have included those of GFI, Sunrise Brokers Group, Poten & Partners Group, Inc., Ed Broking GroupLimited, Perimeter Markets Inc., Lucera, Micromega Securities Proprietary Limited, Besso Insurance Group Limited and Ginga Petroleum.

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Newmark IPO, Separation Transaction and Spin-Off

On December 13, 2017, prior to the Newmark IPO, pursuant to the Separation and Distribution Agreement, we transferred substantially all of the assets and liabilitiesrelating to our Real Estate Services business to Newmark. In connection with the Separation, Newmark assumed certain indebtedness and made a proportional distribution ofinterests in Newmark Holdings to holders of interests in BGC Holdings.

In December 2017, Newmark completed its initial public offering of an aggregate of 23 million shares of its Class A common stock, par value $0.01 per share (the“Class A common stock”). Prior to the Newmark IPO, Newmark was our wholly owned subsidiary.

On November 30, 2018, we completed our distribution of all of the shares of Class A and Class B common stock, par value $0.01 per share (the “Class B commonstock”), of Newmark held by us to our stockholders as of the close of business on November 23, 2018 through a special pro-rata stock dividend pursuant to which shares ofNewmark’s Class A common stock held by BGC were distributed to holders of the Class A common stock of BGC and shares of Newmark’s Class B common stock held byBGC were distributed to holders of the Class B common stock of BGC (which holders of Class B common stock of BGC were Cantor and another entity controlled by our CEO,Howard W. Lutnick). Following the Spin-Off, BGC no longer holds any shares of Newmark.

For more information about these transactions, see Note 1—“Organization and Basis of Presentation” to our consolidated financial statements in Part II, Item 8 of thisAnnual Report on Form 10-K and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview and Business Environment.”

GFI Merger

On January 12, 2016, we completed our acquisition of GFI, a leading intermediary and provider of trading technologies and support services to the global OTC andlisted markets, via the GFI Merger. GFI serves institutional clients in operating electronic and hybrid markets for cash and derivative products across multiple asset classes.

Overview of Our Products and Services

Financial Brokerage (including Fenics)

We are focused on serving four principal financial brokerage markets:

• traditional, liquid brokerage markets, such as government bonds, over the counter (OTC) European and U.S. interest rate, foreign exchange, and energyderivatives, as well as listed futures;

• less liquid markets, such as emerging market bonds and single name credit derivatives;

• targeted local markets throughout the world; and

• wholesale insurance brokerage.

Fenics is our foundation for fully electronic and associated hybrid transactions across all asset classes. For the purposes of this document and subsequent SEC filings, allof our fully electronic businesses may be collectively referred to as “Fenics.” These offerings include fully electronic brokerage products and services, as well as offerings inmarket data, software solutions, and post-trade services across both BGC and GFI.

We provide electronic marketplaces in multiple financial markets through numerous products and services, including Fenics, BGC Trader, and several multi-asset hybridofferings for voice and electronic execution, including BGC’s Volume Match and GFI’s CreditMatch. These electronic marketplaces include government bond markets, interestrate derivatives, spot foreign exchange, foreign exchange derivatives, corporate bonds, and credit derivatives. We believe that we offer a comprehensive application providingvolume, access, connectivity, speed of execution and ease of use. Our trading platform establishes a direct link between our brokers and customers and occupies valuable realestate on traders’ desktops, which is difficult to replicate. We believe that we can leverage our platform to offer fully electronic trading as additional products transition fromvoice and hybrid trading to fully electronic execution.

We have leveraged our hybrid platform to provide real-time product and price discovery information through applications such as BGC Trader. We also providestraight-through processing to our customers for an increasing number of products. Our end-to-end solution includes real-time and auction-based transaction processing, creditand risk management tools and back-end processing and billing systems. Customers can access our trading application through our privately managed global high speed datanetwork, over the Internet, or through third-party communication networks.

The following table identifies some of the key products that we broker: Rates Interest rate derivatives

Benchmark U.S. Treasuries

Off-the-run U.S. Treasuries

Other global government bonds

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Agencies

Futures

Inflation derivatives

Repurchase agreements

Non-deliverable swaps

Interest rate swaps and options Credit Credit derivatives Asset-backed securities Convertibles Corporate bonds High yield bonds Emerging market bonds Foreign Exchange Foreign exchange forwards and options G-10 Emerging markets Cross currencies Exotic options Spot FX Emerging market FX options Non-deliverable forwards Energy and Commodities (OTC and listed derivatives) Electricity Natural Gas Coal Base and precious metals Refined and crude oil Environmental products and emissions Soft commodities Shipping brokerage Equities, Insurance, and Other Equity derivatives Cash equities Index futures Other derivatives and futures Insurance brokerage

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Certain categories of trades settle for clearing purposes with CF&Co, one of our affiliates. CF&Co is a member of FINRA and the Fixed Income Clearing Corporation(“FICC”), a subsidiary of the Depository Trust & Clearing Corporation (“DTCC”). In addition, certain affiliated entities are subject to regulation by the CFTC, includingCF&Co and BGCF. We, CF&Co, BGC Financial and other affiliates act in a matched principal or principal capacity in markets by posting and/or acting upon quotes for ouraccount. Such activity is intended, among other things, to assist us, CF&Co and other affiliates in managing proprietary positions (including, but not limited to, those establishedas a result of combination of trades and errors), facilitating transactions, framing markets, adding liquidity, increasing commissions and attracting order flow.

Market Data

Fenics MD™ is a supplier of real-time, tradable, indicative, end-of-day and historical market data. Our market data product suite includes fixed income, interest ratederivatives, credit derivatives, foreign exchange, foreign exchange options, money markets, energy, metals, and equity derivatives and structured market data products andservices. The data are sourced from the voice, hybrid and electronic broking operations, as well as the market data operations, including BGC, GFI and RP Martin, amongothers. The data are made available to financial professionals, research analysts and other market participants via direct data feeds and BGC-hosted FTP environments, as wellas via information vendors such as Bloomberg, Refinitiv, ICE Data Services, QUICK Corp., and other select specialist vendors. In the fourth quarter of 2019, we announced thelaunch of our enhanced FX data package “Fenics MD FX,” which we believe is one of the most comprehensive FX data packages available, and our new US Dollar referencedata product “Fenics MD 2020.”

Software Solutions and Post-Trade Services

Through our Software Solutions business, we provide customized screen-based market solutions to both related and unrelated parties. Our clients are able to develop amarketplace, trade with their customers and access our network and our intellectual property. We can add advanced functionality to enable our customers to distribute brandedproducts to their customers through online offerings and auctions, including private and reverse auctions, via our trading platform and global network.

We offer a derivative price discovery, pricing analysis, risk management and trading software used by nearly 2,000 users globally at mid-tier banks, financial institutionsand corporate clients. In 2016, we released our Fenics Trading Solutions™ platform, designed to enable our clients to better manage their trade flows and facilitate liquiditymanagement, price making and distribution. During the first half of 2018, we fully integrated Fenics software and Kalahari software to form kACE, our analytics brand.

Our Software Solutions business provides the software and technology infrastructure for the transactional and technology related elements of the Freedom InternationalBrokerage Company marketplace as well as certain other services in exchange for specified percentages of transaction revenue from the marketplace.

As part of our Software Solutions business, our Lucera® brand delivers high-performance technology solutions designed to be secure and scalable and to powerdemanding financial applications across several offerings: LumeFX® (distributed FX platform with managed infrastructure and software stack), LumeMarkets (multi-asset classaggregation platform), Connect™ (global SDN for rapid provisioning of connectivity to counter-parties), and Compute™ (on-demand, co-located compute services in keyfinancial data centers).

Our Post-Trade Services include post-trade risk mitigation services provided using our Capitalab® brand. Capitalab, a division of BGC Brokers L.P. (“BGC Brokers”),provides compression and optimization services that are designed to bring greater capital and operational efficiency to the global derivatives market. Capitalab assists clients inmanaging the growing cost of holding derivatives, while helping them to meet their regulatory mandates. Through the Swaptioniser® service for portfolio compression ofInterest Rate Swaptions, Interest Rate Swaps, Caps and Floors and FX Options, as well as Initial Margin Optimization services and fully automated trade processing, Capitalablooks to simplify the complexities of managing large quantities of derivatives to promote sustainable growth and lower systemic risk and to improve resiliency in the industry.

Aqua Business

In October 2007, we spun off our former eSpeed Equities Direct business to form Aqua, a business owned 51% by Cantor and 49% by us. Aqua’s purpose is to provideaccess to new block trading liquidity in the equities markets. The SEC has granted approval for Aqua to operate an Alternative Trading System in compliance with RegulationATS.

Insurance Brokerage

In February 2017, we completed the acquisition of Besso and in January 2019, we completed the acquisition of Ed Broking, each an independent Lloyd’s of Londoninsurance broker. In addition, in 2019 we established Piiq Risk Partners Inc and Piiq Risk Partners Limited as brokers in the U.S. and U.K., respectively, to focus exclusively onthe insurance requirements of the aerospace industry. Our insurance brokerage business has a strong reputation across Accident and Health, Aerospace, Aviation, Cargo, Cyber,Energy, Financial and Political Risk, Marine, Professional and Executive Risk, Property and Casualty, Specialty and Reinsurance and Fine Art, Jewelry and Specie.

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Shipping Brokerage

In November 2018, we acquired Poten & Partners, a leading ship brokerage, consulting and business intelligence firm specializing in liquefied natural gas, tanker, andliquefied petroleum gas markets. Founded over 80 years ago and with 170 employees worldwide, Poten & Partners provides its clients with valuable insight into theinternational oil, gas and shipping markets.

Energy Brokerage

In March 2019, we acquired Ginga Petroleum. Ginga Petroleum provides a comprehensive range of broking services for physical and derivative energy productsincluding naphtha, liquefied petroleum gas, fuel oil, biofuels, middle distillates, petrochemicals and gasoline.

Industry Recognition

Our business has consistently won global industry awards and accolades in recognition of its performance and achievements. Recent examples include:

• BGC was named Interdealer Broker of the Year by Risk.net and Risk magazine in their Risk Awards in 2019;

• BGC won Best Broker for Currency Options and Best Broker for Emerging Markets FX at the FX Week Best Bank Awards in 2019;

• kACE won Best Vendor for Risk Management/Options Pricing Software at the FX Week Best Bank Awards in 2019;

• BGC was named Interdealer Broker of the Year by Financial News in their Trading and Technology Europe Awards in 2019;

• BGC was named Interdealer Broker of the Year by GlobalCapital in their Global Derivatives Awards in 2019;

• In 2019, Chartism Research named Fenics Market Data in their top 25 technology rankings for data and analytics in the energy sector;

• In 2019, BGC was ranked #1 Interest rates – short-term interest rates for Sterling and #1 Equity – index options for Dax 30 by Risk magazine;

• In 2019, GFI was ranked #1 Equity – index options for CAC 40 by Risk magazine;

• In 2019, Sunrise was ranked #1 Overall for equity products; #1 for Equity – OTC single-stock equity options for U.S., and Europe; #1 for Equity – index optionsfor DJ Eurostoxx 50, S&P 500, FTSE 100, Nikkei 225 and Hang Seng; #1 for Equity – exotic equity products for Exotic single-stock options; #1 for Exoticindex options; #1 for Volatility/variance swaps; #1 for Fund derivatives; #1 for Other exotic equity options; and #1 for Delta One by Risk magazine;

• In 2019, Ginga was ranked #1 for Oil and Products in Asia for Refined Products in the Energy Risk Commodity Rankings; and

• In 2019, GFI was ranked #1 in Precious Metals for Platinum and Palladium in the Energy Risk Commodity Rankings;

Customers and Clients

We primarily serve the wholesale financial, energy, insurance, and inter-dealer brokerage markets, with clients, including many of the world’s largest banks, brokeragehouses, investment firms, hedge funds, and investment banks. Customers using our branded products and services also include professional trading firms, futures commissionmerchants, and other professional market participants and financial institutions. Our market data products and services are available through many platforms and are available toa wide variety of capital market participants, including banks, investment banks, brokerage firms, asset managers, hedge funds, investment analysts and financial advisors. Wealso license our intellectual property portfolio and offerings in Software Solutions to various financial markets participants. For the year ended December 31, 2019, our top tencustomers, collectively, accounted for approximately 30.1% of our total revenue on a consolidated basis, and our largest customer accounted for approximately 4.2% of our totalrevenue on a consolidated basis.

Sales and Marketing

Our brokers and salespeople are the primary marketing and sales resources to our customers. Thus, our sales and marketing program is aimed at enhancing the ability ofour brokers to cross-sell effectively in addition to informing our customers about our product and service offerings. We also employ product teams and business developmentprofessionals. We leverage our customer relationships through a variety of direct marketing and sales initiatives and build and enhance our brand image through marketing andcommunications campaigns targeted at a diverse audience, including traders, potential partners and the investor and media communities. We may also market to our existing andprospective customers through a variety of co-marketing/co-branding initiatives with our partners.

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Our brokerage product team is composed of product managers who are each responsible for a specific part of our brokerage business. The product managers seek to

ensure that our brokers, across all regions, have access to technical expertise, support and multiple execution methods in order to grow and market their business. This approachof combining marketing with our product and service strategy has enabled us to turn innovative ideas into both deliverable fully electronic and hybrid solutions, such as BGCTrader, our multi-asset hybrid offering to our customers for voice and electronic execution.

Our team of business development professionals is responsible for growing our global footprint through raising awareness of our products and services. The businessdevelopment team markets our products and services to new and existing customers. As part of this process, they analyze existing levels of business with these entities in orderto identify potential areas of growth and also to cross-sell our multiple offerings.

Our market data, software solutions, and post-trade products and services are promoted to our existing and prospective customers through a combination of sales,marketing and co-marketing campaigns.

These efforts are supported by a central team of professionals across marketing, design, event planning, public relations, and corporate communications.

Technology

Pre-Trade Technology. Our financial brokers use a suite of pricing and analytical tools that have been developed both in-house and in cooperation with specialistsoftware suppliers. The pre-trade software suite combines proprietary market data, pricing and calculation libraries, together with those outsourced from what we believe to bethe best-of-breed providers in the sector. The tools in turn publish to a normalized, global market data distribution platform, allowing prices and rates to be distributed to ourproprietary network, data vendor pages, secure websites and trading applications as indicative pricing.

Inter-Dealer and Wholesale Trading Technology. We utilize a sophisticated proprietary electronic trading platform to provide execution and market data services toour customers. The services are available through our proprietary API, FIX and a multi-asset proprietary trading platform, operating under brands including BGC Trader™,CreditMatch®, Fenics®, GFI ForexMatch®, BGCForex™, BGCCredit™, BGCRates™, FenicsFX™, FenicsUST™, FenicsDirect™ and MidFX. This platform presentlysupports a wide and constantly expanding range of products and services, which includes FX options, corporate bonds, credit derivatives, OTC interest rate derivatives inmultiple currencies, US REPO, TIPS, MBS, government bonds, spot FX, NDFs, and other products. Every product on the platform is supported in either view-only,hybrid/managed or fully electronic mode, and can be transitioned from one mode to the next in response to market demands. The flexible BGC technology stack is designed tosupport feature-rich work flows required by the hybrid mode as well as delivering high throughput and low transaction latency required by the fully-electronic mode. Tradesexecuted by our customers in any mode are, when applicable, eligible for immediate electronic confirmation through direct straight-through processing (“STP”) links as well asSTP hubs. The BGC trading platform services are operated out of several globally distributed data centers and delivered to customers over BGC’s global private network, third-party connectivity providers as well as the Internet. BGC’s proprietary graphical user interfaces and the API/FIX connectivity are deployed at hundreds of major banks andinstitutions and service thousands of users.

Post-Trade Straight Through Processing Technology. Our platform automates previously paper and telephone-based transaction processing, confirmation and otherfunctions, substantially improving and reducing the cost of many of our customers’ back offices and enabling STP. In addition to our own system, confirmation and tradeprocessing is also available through third-party hubs, including MarkitWIRE, ICElink, Reuters RTNS, and STP in FIX for various banks.

We have electronic connections to most mainstream clearinghouses, including DTCC, CLS Group, Euroclear, Clearstream, Monte Titoli, LCH.Clearnet, Eurex Clearing,CME Clearing and the Options Clearing Corporation (“OCC”). As more products become centrally cleared, and as our customers request that we use a particular venue, weexpect to expand the number of clearinghouses to which we connect in the future.

Systems Architecture. Our systems consist of layered components, which provide matching, credit management, market data distribution, position reporting, customerdisplay and customer integration. The private network currently operates from six concurrent core data centers (three of which are in the U.K., one each in Trumbull,Connecticut, Weehawken, New Jersey and Secaucus, New Jersey) and seven hub cities throughout the world acting as distribution points for all private network customers. Ournetwork hubs beyond the core data centers are in Chicago, Mexico City, Hong Kong, Săo Paolo, Singapore, Tokyo and Toronto. The redundant structure of our system providesmultiple backup paths and re-routing of data transmission in the event of failure.

In addition to our own network system, we also receive and distribute secure trading information from customers using the services of multiple, major Internet serviceproviders throughout the world. These connections enable us to offer our products and services via the Internet to our global customers.

Software Development

We devote substantial efforts to the development and improvement of our hybrid and electronic marketplaces and licensed software products and services. We workwith our customers to identify their specific requirements and make modifications to our software, network distribution systems and technologies that are responsive to thoseneeds. Our efforts focus on internal development, strategic partnering, acquisitions and licensing. As of December 31, 2019, we employed over 690 technology professionals.

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Our Intellectual Property

We regard our technology and intellectual property rights, including our brands, as a critical part of our business. We hold various trademarks, trade dress and tradenames and rely on a combination of patent, copyright, trademark, service mark and trade secret laws, as well as contractual restrictions, to establish and protect our intellectualproperty rights. We own numerous domain names and have registered numerous trademarks and/or service marks in the United States and foreign countries. Our trademarkregistrations must be renewed periodically, and, in most jurisdictions, every 10 years.

We have adopted a comprehensive intellectual property program to protect our proprietary technology and innovations. We currently have licenses covering variouspatents from related parties. We also have agreements to license technology that may be covered by several pending and/or issued U.S. patent applications relating to variousaspects of our electronic trading systems, including both functional and design aspects. We have filed a number of patent applications to further protect our proprietarytechnology and innovations and have received patents for some of those applications. We will continue to file additional patent applications on new inventions, as appropriate,demonstrating our commitment to technology and innovation.

Our patent portfolio continues to grow and we continue to look for opportunities to license and/or otherwise monetize the patents in our portfolio.

Credit Risk

For a description of our exposure to credit risk, see “Item 7A — Quantitative and Qualitative Disclosures About Market Risk — Credit Risk.”

Principal Transaction Risk

For a description of our exposure to principal transaction risk, see “Item 7A — Quantitative and Qualitative Disclosures About Market Risk — Principal TransactionRisk.”

Market Risk

For a description of our exposure to market risk, see “Item 7A — Quantitative and Qualitative Disclosures About Market Risk — Market Risk.”

Operational Risk

For a description of our exposure to operational risk, see “Item 7A — Quantitative and Qualitative Disclosures About Market Risk — Operational Risk.”

Foreign Currency Risk

For a description of our exposure to foreign currency risk, see “Item 7A — Quantitative and Qualitative Disclosures About Market Risk — Foreign Currency Risk.”

Interest Rate Risk

For a description of our exposure to interest rate risk, see “Item 7A — Quantitative and Qualitative Disclosures About Market Risk — Interest Rate Risk.”

Disaster Recovery

For a description of our disaster recovery processes, see “Item 7A — Quantitative and Qualitative Disclosures About Market Risk — Disaster Recovery.”

Competition

We encounter competition in all aspects of our businesses. We compete primarily with other inter-dealer or wholesale brokers, including for brokers, salespeople, andsuitable acquisition candidates. Our existing and potential competitors are numerous and include other wholesale financial brokerage and inter-dealer brokerage firms, multi-dealer trading companies, financial technology companies, market data and information vendors, securities and futures exchanges, electronic communications networks,crossing systems, software companies, financial trading consortia, insurance brokers, shipping brokers, business-to-business marketplace infrastructure companies, as well asniche market energy and other commodity Internet-based trading systems.

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Inter-Dealer or Wholesale Financial Brokers

We primarily compete with two publicly traded diversified inter-dealer and/or wholesale financial brokers. These are TP ICAP (formerly known as “Tullett”) andCompagnie Financière Tradition (which is majority owned by Viel & Cie) (“Tradition”). Other competitors include a number of smaller, private firms that tend to specialize inspecific product areas or geographies, such as Marex Spectron Group Limited in energy and commodities and Gottex Brokers Holding SA in OTC interest rate derivatives.

Demand for services of brokers is directly affected by national and international economic and political conditions, broad trends in business and finance, the level andvolatility of interest rates, changes in and uncertainty regarding tax laws and substantial fluctuations in the volume and price levels of securities transactions. Other significantfactors affecting competition in the brokerage industry are the quality and ability of professional personnel, the depth and pricing efficiency of the markets in which the brokerstransact, the strength of the technology used to service and execute on those markets and the relative prices of products and services offered by the brokers and by competingmarkets and trading processes.

Market Data and Financial Software Vendors

The majority of our large inter-dealer and wholesale financial broker competitors also sell proprietary market data and information, which competes with our marketdata offerings. In addition to direct sales, we resell market data through large market data and information providers. These companies have established significant presences onthe vast majority of trading desks in our industry. Some of these market data and information providers, such as Bloomberg L.P. and Refinitiv (the former Financial & Riskbusiness of Thomson Reuters Corporation), include in their product mix electronic trading and execution of both OTC and listed products in addition to their traditional marketdata offerings.

Exchanges and Other Trading Platforms

Although our businesses will often use exchanges to execute transactions brokered in both listed and OTC markets, we believe that exchanges have sought and will seekto migrate products traditionally traded in OTC markets by inter-dealer and/or wholesale financial brokers to exchanges. However, we believe that when a product goes fromOTC to exchange-traded, the underlying or related OTC market often continues to experience growth in line with the growth of the exchange-traded contract. In addition, ICEoperates both regulated exchanges and OTC execution services, and in the latter it competes directly with inter-dealer and/or wholesale financial brokers in energy,commodities, and credit products. ICE entered these OTC markets primarily by acquiring independent OTC brokers. We also compete with NEX, which was acquired by CMEin November 2018. We believe that it is likely ICE, CME, or other exchange operators may seek to compete with us in the future by acquiring other such brokers, by creatingfutures products designed to mimic OTC products, or through other means.

In addition to exchanges, other electronic trading platforms which currently operate in the dealer-to-client markets, including those run by MarketAxess Holdings Inc.(“MarketAxess”) and Tradeweb Markets Inc. (“Tradeweb”), have begun to compete with us in the inter-dealer markets. At the same time, we have begun to offer an increasingnumber of our products and services to the customers of firms like MarketAxess and Tradeweb.

Further, ICE also operates a SEF, as does Tradeweb, and we expect that other exchanges and trading platforms may also seek to do so.

Banks and Broker-Dealers

Banks and broker-dealers have in the past created and/or funded consortia to compete with exchanges and inter-dealer brokers. For example, CME’s wholesalebusinesses for fully electronic trading of U.S. Treasuries and spot foreign exchange both began as dealer-owned consortia before being acquired by CME’s NEX platform. Anexample of a current and similar consortium is Tradeweb. Several large banks continue to hold stakes in Tradeweb,. Refinitiv is Tradeweb’s single largest shareholder. AlthoughTradeweb operates primarily as a dealer to customer platform, some of its offerings include a voice and electronic inter-dealer platform and a SEF. In addition, Tradeweb’smanagement has said that it would like to further expand into other inter-dealer markets, and as such may compete with us in other areas over time.

In addition, certain investment management firms that traditionally deal with banks and broker-dealers have expressed a desire to have direct access to certain parts ofthe wholesale financial markets via firms such as ours. We believe that over time, interdealer-brokers will therefore gain a small percentage of the sales and trading marketcurrently dominated by banks and broker-dealers. Since their collective revenues are many times those of the global inter-dealer market, we believe that our gaining even asmall share of banks and broker-dealers’ revenues could lead to a meaningful increase in our revenues.

Overall, we believe that we may also face future competition from market data and technology companies and some securities brokerage firms, some of which arecurrently our customers, as well as from any future strategic alliances, joint ventures or other partnerships created by one or more of our potential or existing competitors.

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Seasonality

Traditionally, the financial markets around the world generally experience lower volume during the late summer and at the end of the year due to a slowdown in thebusiness environment around holiday seasons. Therefore, our revenues tend to be strongest in the first quarter and lowest in the fourth quarter. For the year 2018, we earnedapproximately 27% of our revenues from continuing operations in the first quarter, while in 2019 we earned 26% of such revenues in the first quarter.

Partnership Overview

Many of our key brokers, salespeople and other front office professionals have a substantial amount of their own capital invested in our business, aligning their interestswith our stockholders. Limited partnership interests in BGC Holdings and Newmark Holdings (received in connection with the Spin-Off) consist of: (i) “founding/workingpartner units” held by limited partners who are employees; (ii) “limited partnership units,” which consist of a variety of units that are generally held by employees such asREUs, RPUs, PSUs, PSIs, PSEs, U.K. LPUs, APSUs, APSIs, APSEs, AREUs, ARPUs and NPSUs; (iii) “Cantor units” which are the exchangeable limited partnership interestsheld by Cantor entities; and (iv) Preferred Units, which are working partner units that may be awarded to holders of, or contemporaneous with, the grant of certain limitedpartnership units. For further details, see “Our Organizational Structure.” NPSUs are partnership units that are not entitled to participate in partnership distributions, notallocated any items of profit or loss and may not be exchangeable into shares of our common stock. On terms and conditions determined by the General Partner of thePartnership in its sole discretion, NPSUs are expected to be replaced by a grant of limited partnership units, which may be set forth in a written schedule and subject toadditional terms and conditions, provided that, in all circumstances such grant of limited partnership units shall be contingent upon our, including our affiliates, earning, inaggregate, at least $5 million in gross revenues in the calendar quarter in which the applicable award of limited partnership units is to be granted. In addition, we have N Unitswhich are non-distributing partnership units that may not be allocated any item of profit or loss and may not be made exchangeable into shares of our Class A common stock.Subject to the approval of the Compensation Committee or its designee, the N Units are expected to be converted into the underlying unit type (i.e., an NREU will be convertedinto an REU) and then participate in Partnership distributions, subject to terms and conditions determined by the General Partner of the Partnership in its sole discretion,including that the recipient continue to provide substantial services to us and comply with his or her partnership obligations.

We believe that our emphasis on equity-based compensation promotes recruitment, motivation of our brokers and employees and alignment of interest withshareholders. While BGC Holdings limited partnership interests generally entitle our partners to participate in distributions of income from the operations of our business, uponleaving BGC Holdings (or upon any other redemption or purchase of such limited partnership interests as described below), any such partners are only entitled to receive overtime, and provided he or she does not violate certain partner obligations, an amount for his or her BGC Holdings limited partnership interests that reflects such partner’s capitalaccount or compensatory grant awards, excluding any goodwill or going concern value of our business unless Cantor, in the case of the founding partners, and we, as the generalpartner of BGC Holdings, otherwise determine. We may effect redemptions of BGC Holdings LPUs and FPUs, and concurrently grant shares of our Class A common stock, ormay grant our partners the right to exchange their BGC Holdings limited partnership interests for shares of our Class A common stock (if, in the case of founding partners,Cantor so determines and, in the case of working partners and limited partnership unit holders, the BGC Holdings general partner, with Cantor’s consent, determines otherwise)and thereby realize any higher value associated with our Class A common stock. Similar provisions with respect to Newmark Holdings limited partnership interests arecontained in the Newmark Holdings limited partnership agreement. We believe that, having invested in us, partners feel a sense of responsibility for the health and performanceof our business and have a strong incentive to maximize our revenues and profitability.

Relationship Between BGC Partners and Cantor

See “Risk Factors—Risks Related to our Relationship with Cantor and its Affiliates.”

Debt

For information about our credit agreements and senior notes, see “Item 7— Management’s Discussion and Analysis of Financial Condition and Results ofOperations — Liquidity and Capital Resources.”

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Regulation

U.S. Regulation

The financial services industry in the United States is subject to extensive regulation under both federal and state laws. As registered broker-dealers, introducing brokersand FCMs, and other types of regulated entities as described below, certain of our subsidiaries are subject to laws and regulations which cover all aspects of financial services,including sales methods, trade practices, use and safekeeping of customers’ funds and securities, minimum capital requirements, recordkeeping, business practices, securitieslending and financing of securities purchases and the conduct of associated persons. We and our subsidiaries also are subject to the various anti-fraud provisions of theSecurities Act, the Exchange Act, the Commodity Exchange Act, certain state securities laws and the rules and regulations thereunder. We also may be subject to vicarious andcontrolling person liability for the activities of our subsidiaries and our officers, employees and affiliated persons.

The SEC is the federal agency primarily responsible for the administration of federal securities laws, including adopting rules and regulations applicable to broker-dealers (other than government securities broker-dealers) and enforcing both its rules regarding broker-dealers and the Treasury’s rules regarding government securities broker-dealers. In addition, we operate a number of platforms that are governed pursuant to SEC Regulation ATS. Broker-dealers are also subject to regulation by state securitiesadministrators in those states in which they conduct business or have registered to do business. In addition, Treasury rules relating to trading government securities apply to suchactivities when engaged in by broker-dealers. The CFTC is the federal agency primarily responsible for the administration of federal commodities future laws and other acts,including the adoption of rules applicable to FCMs, Designated Contract Markets (“DCM”) and SEFs such as BGC Derivative Markets, L.P. (“BGC Derivative Markets”) andGFI Swaps Exchange LLC.

Much of the regulation of broker-dealers’ operations in the United States has been delegated to self-regulatory organizations. These self-regulatory organizations adoptrules (which are subject to approval by the SEC) that govern the operations of broker-dealers and government securities broker-dealers and conduct periodic inspections andexaminations of their operations. In the case of our U.S. broker-dealer subsidiaries, the principal self-regulatory organization is FINRA. FINRA was formed from theconsolidation of the NASD’s member regulation operations and the regulatory arm of the NYSE Group to act as the self-regulatory organization for all broker-dealers doingbusiness within the United States. Accordingly, our U.S. broker-dealer subsidiaries are subject to both scheduled and unscheduled examinations by the SEC and FINRA. In ourfutures-related activities, our subsidiaries are also subject to the rules of the CFTC, futures exchanges of which they are members and the NFA, a futures self-regulatoryorganization. See the section entitled “2019 Settlement” below for a description of the September 2019 settlement between two of our subsidiaries and the CFTC and NYAG.

The changing regulatory environment, new laws that may be passed by Congress, and rules that may be promulgated by the SEC, the Treasury, the Federal ReserveBank of New York, the CFTC, the NFA, FINRA and other self-regulatory organizations, or changes in the interpretation or enforcement of existing laws and rules, if adopted,may directly affect our operations and profitability and those of our competitors and customers and of the securities markets in which we participate in a way that couldadversely affect our businesses.

The SEC, self-regulatory organizations and state securities administrators conduct informal and formal investigations of possible improprieties or illegal action bybroker-dealers and their “associated persons,” which could be followed by the institution of administrative, civil and/or criminal proceedings against broker-dealers and/or“associated persons.” Among the sanctions that may result if administrative, civil or criminal proceedings were ever instituted against us or our “associated persons” areinjunctions, censure, fines, penalties, the issuance of cease-and-desist orders or suspension or expulsion from the industry and, in rare instances, even imprisonment. Theprincipal purpose of regulating and disciplining broker-dealers is to protect customers and the securities markets, rather than to protect broker-dealers or their creditors or equityholders. From time to time, our “associated persons” have been and are subject to routine investigations, none of which to date have had a material adverse effect on ourbusinesses, financial condition, results of operations or prospects.

In light of recent events in the U.S. and global financial markets, regulators and legislators in the U.S. and EU continue to craft new laws and regulations for the globalOTC derivatives markets, including the Dodd-Frank Act, which became law in July 2010. The Dodd-Frank Act mandates or encourages several reforms regarding derivatives,including new regulations for swaps markets creating impartiality considerations, additional pre- and post-trade transparency requirements, and heightened collateral or capitalstandards, as well as recommendations for the obligatory use of central clearing for most standardized derivatives. The law also requires that standardized OTC derivatives betraded in an open and non-exclusionary manner on a DCM or a SEF. The SEC is still in the process of finalizing rules for the implementation of many of these requirements,however the SEC has not indicated when they may release their rule set surrounding security-based SEFs. The actual implementation of such rules may be phased in over alonger period.

As these rules require authorized execution facilities to maintain robust front-end and back-office IT capabilities and to make large and ongoing technology investments,and because these execution facilities may be supported by a variety voice and auction-based execution methodologies, we expect our hybrid and fully electronic trade andexecution capability to perform strongly in such an environment.

Similarly, while the Volcker Rule does not apply directly to us, the Volcker Rule may have a material impact on many of the banking and other institutions with whichwe do business or compete. There may be continued uncertainty regarding the Volcker Rule, its impact on various affected businesses, how those businesses will respond to it,and the effect that it will have on the markets in which we do business.

BGC Derivative Markets and GFI Swaps Exchange LLC, our subsidiaries, began operating as SEFs on October 2, 2013 and received permanent registration approvalfrom the CFTC as SEFs on January 22, 2016. Mandatory Dodd-Frank Act compliant execution on SEFs by eligible U.S. persons commenced in February 2014 for “madeavailable to trade” products, and a wide range of other rules relating to the execution and clearing of derivative products have been finalized with implementation periods in2016 and beyond.

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We believe that the election results in the U.S. could make it possible that some of the Dodd-Frank rules may be modified or repealed, which could be a net positive for

our business and its largest customers or streamline rules and ease regulatory burdens on banks. However, there can be no assurance that these rules will be amended, and wecontinue to expect the industry to be heavily regulated and are prepared to operate under a variety of regulatory regimes. While we continue to have compliance framework inplace to comply with both existing and proposed rules and regulations, it is possible that the existing regulatory framework may be amended or relaxed.

In November 2018, the CFTC issued proposed rules that would significantly revise CFTC Rule Part 37, which relates to SEFs. The proposed rules would significantlyaffect the trading of swaps and the facilities offering swaps trading. The proposed rules would allow for trading through “any means of interstate commerce” rather than the two(central limit order book and request for quote) methods prescribed under the current rules. The proposed rules may also expand the number and type of swaps required to beexecuted on SEFs. If these rules are passed, the Company’s SEFs will need to make numerous changes to facilitate trading under a new regulatory framework. A new CFTCChairman was sworn in on July 15, 2019, and this change in leadership could impact these proposals.

2019 Settlement

In September 2019, two of the Company’s subsidiaries, BGCF and GFI Group Inc., settled investigations conducted jointly by the CFTC and the NYAG. The CFTC andNYAG alleged that, in 2014 and 2015, certain emerging markets foreign exchange options (EFX options) brokers in the U.S. misrepresented that certain prices posted to theirelectronic platform were immediately executable when in fact they were not and that such brokers had communicated that transactions had been matched when they had not. OnOctober 9, 2019, the Company paid an aggregate of $25.0 million in connection with the settlements and agreed to a monitor for two years to assess regulatory compliance. TheNYAG settlements include a non-prosecution agreement, and there was no criminal penalty from either agency.

U.K. and European Regulation

The FCA is the relevant statutory regulator for the United Kingdom financial services industry. The FCA’s objectives are to protect customers, maintain the stability ofthe financial services industry and promote competition between financial services providers. It has broad rule-making, investigative and enforcement powers derived from theFinancial Services and Markets Act 2000 and subsequent and derivative legislation and regulations. The FCA’s recent focus has been on liquidity risk management andseparation of business and prudential regulation. Currently, we have subsidiaries and branches regulated by the FCA (BGC Brokers L.P., the U.K. branch of Aurel BGC, GFISecurities Ltd., GFI Brokers Limited and Sunrise Brokers LLP).

From time to time, we have been and are subject to periodic examinations, inspections and investigations, including periodic risk assessment and related reviews of ourU.K. group. As a result of such reviews, we may be required to include or enhance certain regulatory structures and frameworks in our operating procedures, systems andcontrols. When acquiring control of regulated entities, we may be required to obtain the consent of their applicable regulator.

Increasingly, the FCA has developed a practice of requiring senior officers of regulated firms to provide individual attestations or undertakings as to the status of afirm’s control environment, compliance with specific rules and regulations, or the completion of required tasks. Officers of BGC Brokers L.P. and GFI Brokers Limited havegiven such attestations or undertakings in the past and may do so again in the future. Similarly, the FCA can seek a voluntary requirement notice, which is a voluntaryundertaking on behalf of a firm that is made publicly available on the FCA’s website. The Senior Managers Certification Regime (“SMCR”) came into effect in the U.K. onDecember 9, 2019. Accountability requirements will fall on senior managers, and a wider population of U.K. staff will be subject to certification requirements. SMCR willlikely increase the cost of compliance, and will potentially increase financial penalties for non-compliance.

Recent European Regulatory Developments

The EMIR on OTC derivatives, central counterparties and trade repositories was adopted in July 2012. EMIR fulfills several of the EU’s G20 commitments to reformOTC derivatives markets. The reforms are designed to reduce systemic risk and bring more transparency to both OTC and listed derivatives markets.

Along with the implementation of EMIR reporting requirements, the Regulation on Wholesale Energy Markets Integrity and Transparency (“REMIT”) ImplementationActs became effective on January 7, 2015. The REMIT Implementing Acts developed by the European Commission define the details of reporting under REMIT, drawing upthe list of reportable contracts and derivatives; defining details, timing and form of reporting, and establishing harmonized rules to report that information to the Agency for theCooperation of Energy Regulators (“ACER”). They enable ACER to collect information in relation to wholesale energy market transactions and fundamentals through theAgency’s REMIT Information System (ARIS), to analyze this data to detect market abuse and to report suspicious events to the National Competent Authorities, which areresponsible for investigating these matters further, and if required, imposing sanctions. Market participants and third parties reporting on their behalf have had to: (i) reporttransactions executed at organized market places and fundamental data from the central information transparency platforms; and (ii) report transactions in the remainingwholesale energy contracts (OTC standard and non-standard supply contracts, transportation contracts) and additional fundamental data.

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To achieve a high level of harmonization and convergence in regular supervisory reporting requirements, the Committee of European Banking Supervisors issued

guidelines on prudential reporting with the aim of developing a supervisory reporting framework based on common formats, known as COREP. COREP has become part ofEuropean Banking Authorities’ implementing technical standards on reporting under Basel III. Basel III (or the Third Basel Accord) is a global regulatory standard on bankcapital adequacy, stress testing and market liquidity risk introduced by bank regulators in most, if not all, of the world’s major economies. Basel III is designed to strengthenbank capital requirements and introduces new regulatory requirements on bank liquidity and bank leverage. The ongoing adoption of these rules could restrict the ability of ourlarge bank and broker-dealer customers to operate proprietary trading businesses and to maintain current capital market exposures under the present structure of their balancesheets, and will cause these entities to need to raise additional capital in order to stay active in our marketplaces. Meanwhile, global “Basel IV” standards are expected beadopted in the years to come.

Much of our global derivatives volumes continue to be executed by non-U.S. based clients outside the U.S. and subject to local prudential regulations. As such, we willcontinue to operate a number of EU regulated venues in accordance with EU directives and licensed by the FCA and other EU-based national Competent Authorities. Thesevenues are also operated for non-derivative instruments for these clients. MiFID II was published by the European Securities and Markets Authority (“ESMA”) in September2015, and implemented in January 2018 and introduced important infrastructural changes.

MiFID II requires a significant part of the market in these instruments to trade on trading venues subject to transparency regimes, not only in pre- and post-trade prices,but also in fee structures and access. In addition, it has impacted a number of key areas, including corporate governance, transaction reporting, pre- and post-trade transparency,technology synchronization, best execution and investor protection.

MiFID II is intended to help improve the functioning of the EU single market by achieving a greater consistency of regulatory standards. By design, therefore, it isintended that Member States should have very similar regulatory regimes in relation to the matters addressed to MiFID. MiFID II has also introduced a new regulated executionvenue category known as an OTF that captures much of the Voice and Hybrid-oriented trading in EU. Much of our existing EU derivatives and fixed income execution businessnow take place on OTFs. Brexit may impact future market structures and MiFID II rulemaking and implementation due to potential changes in mutual passporting between theU.K. and EU Member States. See “— Brexit” below

In addition, the GDPR came into effect in the EU on May 25, 2018 and creates new compliance obligations in relation to personal data. The GDPR may affect ourpractices, and will increase financial penalties for non-compliance significantly.

In 2019, a new European Commission took office which may over the course of its five-year mandate or introduce new legislative proposals for the Financial ServicesSector. We are unable to predict how any of these new laws and proposed rules and regulations in the U.S. or the U.K. will be implemented or in what form, or whether anyadditional or similar changes to statutes or rules and regulations, including the interpretation or implementation thereof or a relaxation or other amendment of existing rules andregulations, will occur in the future. Any such action could affect us in substantial and unpredictable ways, including important changes in market infrastructure, increasedreporting costs and a potential rearrangement in the sources of available revenue in a more transparent market. Certain enhanced regulations could subject us to the risk of fines,sanctions, enhanced oversight, increased financial and capital requirements and additional restrictions or limitations on our ability to conduct or grow our businesses, and couldotherwise have an adverse effect on our businesses, financial condition, results of operations and prospects. We believe that uncertainty and potential delays around the finalform of such new rules and regulations may negatively impact our customers and trading volumes in certain markets in which we transact, although a relaxation of existing rulesand requirements could potentially have a positive impact in certain markets. Increased capital requirements may also diminish transaction velocity.

We believe that it remains premature to know conclusively the specific aspects of the U.S. and EU proposals that may directly affect our businesses, as some proposalshave not yet been finalized and others which have been proposed remain subject to supervisory debate. While we generally believe the net impact of the rules and regulationsmay be positive for our businesses, it is possible that unintended consequences of the rules and regulations may materially adversely affect us in ways yet to be determined.

Brexit

On June 23, 2016, the U.K. held a referendum regarding continued membership in the EU. The exit from the EU is commonly referred to as Brexit. The Brexit votepassed by 51.9% to 48.1%. The U.K. subsequently formally left the EU on January 31, 2020, but its relationship with the bloc will remain in a transition period until December31, 2020. During this period, the U.K. will, with some exceptions, remain subject to EU law. It will also maintain access to the EU’s single market. If both the U.K. and the EUagree, this transition period may be extended once by up to two years, meaning it could remain in place until December 31, 2022. Such an extension must, however, be agreedupon before July 1, 2020. The U.K. government has ruled out any extension to the transition period and has legislated for a commitment not to agree to any extension. Thegovernment would then only be able to reverse that provision through new legislation.

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The U.K. and EU are currently negotiating a trade deal which, once signed, should determine the new bilateral trade relationship going forward. Given the short time

period involved, it is not certain that such trade deal will be sufficiently comprehensive to encompass financial services. In case no new trade deal (or one incorporating financialservices) is in place by the end of the transition period, absent mitigating legislative measures by individual EU member states, the trade relationship between the U.K. and theEU would be solely based on World Trade Organization terms. This could hinder current levels of mutual market access. While other trade deals are being considered, forexample between the U.K. and the U.S., these may also prove challenging to negotiate and are unlikely to replace or compensate for a reduction, if any, in U.K. and EU trade atleast in the short term. Further, the terms of a U.K. and EU trade deal may adversely impact the negotiation and terms of such other deals and vice versa.

Given the current uncertainty around the future trade relationship and/or the length of the transition period, the consequences for the economies of the U.K. and the EUmember states as a result of the U.K.’s withdrawal from the EU are unknown and unpredictable. Given the lack of comparable precedent, it is unclear what the broader macro-economic and financial implications the U.K. leaving the EU with no agreements in place would have.

This uncertainty could adversely impact investor confidence which could result in additional market volatility. Historically, elevated volatility has often led to increasedvolumes in the Financial Services markets in which we broker, which could be beneficial for our businesses. At other times, increased volatility has led to many marketparticipants curtailing trading activity. Furthermore, any future trade deal might lead to a fragmented regulatory environment, which could increase the costs of our operationsand loss of existing levels of cross-border market access. While we have implemented plans to ensure continuity of service in Europe and continue to have regulated entities andoffices in place in many of the major European markets in order to mitigate certain risks and uncertainties created by political negotiations between the U.K. and EU, these andother risks and uncertainties could have a material adverse effect on our customers, counterparties, businesses, prospects, financial condition and results of operations.

Insurance Regulation

Our insurance business is regulated by various national regulators, such as the FCA in the U.K., the Monetary Authority of Singapore in Singapore and the DubaiFinancial Supervisory Authority in Dubai. Our insurance operations adhere to the statutory regulatory requirements but there are occasions where regulators will conductperiodic thematic reviews into specific practices and procedures within a chosen market. We fully comply with these reviews, however we may become subject of these reviewsat any point, often with little or no notice.

Other Regulation

Our subsidiaries that have foreign operations are subject to regulation by the relevant regulatory authorities and self-regulatory organizations in the countries in whichthey do business. The following table sets forth certain jurisdictions, other than the U.S., in which we do business and the applicable regulatory authority or authorities of eachsuch jurisdiction:

Jurisdiction Regulatory Authorities/Self-Regulatory

Organizations Argentina Comisión Nacional de Valores Australia Australian Securities and Investments Commission and Australian Securities Exchange Bahrain The Central Bank of Bahrain Belgium National Bank of Belgium, L’Autorité des services et marchés financiers Brazil Brazilian Securities and Exchange Commission, the Central Bank of Brazil, BM&F BOVESPA

and Superintendencia de Seguors Privados

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Jurisdiction Regulatory Authorities/Self-Regulatory

Organizations Canada Ontario Securities Commission, Autorite des Marches Financiers (Quebec), Investment Industry Regulatory Organization of

Canada (IIROC) Chile Superintendencia de Valores y Seguros China China Banking Regulatory Commission, State Administration of Foreign Exchange Columbia Superintendencia Financiera de Columbia Denmark Finanstilsynet Dubai Dubai Financial Supervisory Authority France ACPR (L’Autorité de Contrôle Prudentiel et de Résolution), AMF (Autorité des Marchés Financiers) Hong Kong Hong Kong Securities and Futures Commission, The Hong Kong Monetary Authority and Professional Insurance Brokers

Association Ireland Central Bank of Ireland Japan Japanese Financial Services Agency, Japan Securities Dealers Association and the Securities and Exchange Surveillance

Commission Mexico Banking and Securities National Commission, Comision Nacional Bancaria y de Valores (CNBV) Peru Ministerio de Economica y Finanzas Philippines Securities and Exchange Commission Russia Federal Service for Financial Markets Singapore Monetary Authority of Singapore South Africa Johannesburg Stock Exchange South Korea Ministry of Strategy and Finance, The Bank of Korea, The Financial Services Commission and The Financial Supervisory

Service Spain Comision Nacional del Mercado de Valores (CNMV) Switzerland Financial Markets Supervisory Authority (FINMA), Swiss Federal Banking Commission Turkey Capital Markets Board of Turkey and The Financial Crimes Investigation Board of Turkey and the Undersecretariat of the

Turkish Treasury United Kingdom Financial Conduct Authority

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Capital Requirements

U.S.

Every U.S.-registered broker-dealer is subject to the Uniform Net Capital Requirements. FCMs, such as our subsidiary, Mint Brokers (“Mint”), are also subject to CFTCcapital requirements. These requirements are designed to ensure financial soundness and liquidity by prohibiting a broker or dealer from engaging in business at a time when itdoes not satisfy minimum net capital requirements.

In the United States, net capital is essentially defined as net worth (assets minus liabilities), plus qualifying subordinated borrowings and less certain mandatorydeductions that result from excluding assets that are not readily convertible into cash and from conservatively valuing certain other assets, such as a firm’s positions insecurities. Among these deductions are adjustments, commonly referred to as “haircuts,” to the market value of securities positions to reflect the market risk of such positionsprior to their liquidation or disposition. The Uniform Net Capital Requirements also impose a minimum ratio of debt to equity, which may include qualified subordinatedborrowings.

Regulations have been adopted by the SEC that prohibit the withdrawal of equity capital of a broker-dealer, restrict the ability of a broker-dealer to distribute or engagein any transaction with a parent company or an affiliate that results in a reduction of equity capital or to provide an unsecured loan or advance against equity capital for the director indirect benefit of certain persons related to the broker-dealer (including partners and affiliates) if the broker-dealer’s net capital is, or would be as a result of suchwithdrawal, distribution, reductions, loan or advance, below specified thresholds of excess net capital. In addition, the SEC’s regulations require certain notifications to beprovided in advance of such withdrawals, distributions, reductions, loans and advances that exceed, in the aggregate, 30% of excess net capital within any 30-day period. TheSEC has the authority to restrict, for up to 20 business days, such withdrawal, distribution or reduction of capital if the SEC concludes that it may be detrimental to the financialintegrity of the broker-dealer or may expose its customers or creditors to loss. Notice is required following any such withdrawal, distribution, reduction, loan or advance thatexceeds, in the aggregate, 20% of excess net capital within any 30 day period. The SEC’s regulations limiting withdrawals of excess net capital do not preclude the payment toemployees of “reasonable compensation.”

Five of our subsidiaries, BGCF, GFI Securities LLC, Fenics Execution, LLC, Sunrise Brokers LLC and Mint, are registered with the SEC and are subject to the UniformNet Capital Requirements. As a FCM, Mint is also subject to CFTC minimum capital requirements. In December of 2018, BGCF submitted an application with the CFTC towithdraw its FCM license which was approved. BGCF now conducts its business as an Introducing Broker registered with the NFA. BGCF is also a member of the FICC, whichimposes capital requirements on its members. We also hold a 49% limited partnership interest in Aqua, a U.S. registered broker-dealer and ATS. In addition, our SEFs, BGCDerivative Markets and GFI Swaps Exchange are required to maintain financial resources to cover operating costs for at least one year, keeping at least enough cash or highlyliquid securities to cover six months’ operating costs. Compliance with the Uniform Net Capital Requirements may limit the extent and nature of our operations requiring theuse of our registered broker-dealer subsidiaries’ capital, and could also restrict or preclude our ability to withdraw capital from our broker-dealer subsidiaries or SEFs.

Non-U.S.

Our international operations are also subject to capital requirements in their local jurisdictions. BGC Brokers, BGC European Holdings, L.P., GFI Brokers Limited, GFISecurities Limited, and Sunrise Brokers LLP, which are based in the United Kingdom, are subject to capital requirements established by the FCA. The FCA applies stringentprovisions with respect to capital applicable to the operation of these firms, which vary depending upon the nature and extent of their activities. EU policymakers are currentlyreviewing the capital regime applying to EU Investment Firms.

In addition, the majority of our other foreign subsidiaries are subject to similar regulation by the relevant authorities in the countries in which they do business.Additionally, certain other of our foreign subsidiaries are required to maintain non-U.S. net capital requirements. For example, in Hong Kong, BGC Securities (Hong Kong),LLC, GFI (HK) Securities LLC and Sunrise Brokers (Hong Kong) Limited are regulated by the Securities and Futures Commission. BGC Capital Markets (Hong Kong) Limitedand GFI (HK) Brokers Ltd, are regulated by The Hong Kong Monetary Authority. All are subject to Hong Kong net capital requirements. In France, Aurel BGC and BGCFrance Holdings; in Australia, BGC Partners (Australia) Pty Limited, BGC (Securities) Pty Limited and GFI Australia Pty Ltd.; in Japan, BGC Shoken Kaisha Limited’s Tokyobranch and BGC Capital Markets Japan LLC’s Tokyo Branch; in Singapore, BGC Partners (Singapore) Limited, GFI Group Pte Ltd and Ginga Global Market Pte Ltd; in SouthKorea, BGC Capital Markets & Foreign Exchange Broker (Korea) Limited and GFI Korea Money Brokerage Limited; and in Turkey, BGC Partners Menkul Degerler AS, allhave net capital requirements imposed upon them by local regulators. In addition, the LCH (LIFFE/LME) clearing organization, of which BGC Brokers L.P. is a member, alsoimposes minimum capital requirements. In Latin America, BGC Liquidez Distribuidora De Titulos E Valores Mobiliarios Ltda. (Brazil) has net capital requirements imposedupon it by local regulators.

We had net assets in our regulated subsidiaries of $561.9 million and $551.3 million for the years ended December 31, 2019 and 2018, respectively.

Employees

As of December 31, 2019, we had over 5,200 total employees.

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As of the same date, we had over 2,900 brokers, salespeople, managers and other front-office personnel. Approximately 22% of our brokers, salespeople, managers and

other front-office personnel were based in the Americas, and approximately 56% were based in Europe, the Middle East and Africa, with the remaining approximately 22%based in the Asia-Pacific region.

Generally, our employees are not subject to any collective bargaining agreements, except for certain of our employees based in our European offices that are covered bythe national, industry-wide collective bargaining agreements relevant to the countries in which they work.

Our business’ two largest offices are located at Five Churchill Place, London, E14 5RD and 199 Water Street, 19th Floor, New York, NY 10038.

BGC operates out of over 50 offices around the world.

Environmental, Social and Governance (ESG/Sustainability)

Our Fundamental Values and Employee Ownership

BGC is an organization built on strong values and employee engagement and ownership. At our core, we are committed to our employees by providing anopportunity to participate in our success. Unlike many companies, virtually all of our employees have the opportunity to be granted an equity stake in our company. At year end2019, our employees, executive officers and independent directors owned approximately 26% of our outstanding Class A common stock on a fully diluted basis. Because of thisdiverse employee ownership, we have an entrepreneurial culture that allows us to attract and retain key staff in all of our markets. Our people, then, are at the core of all that wedo and set the tone for our businesses. This relationship with our people aligns our employees and management with shareholders and encourages a collaborative andentrepreneurial culture that informs every decision.

Never was this commitment so clear as on September 11, 2001. Following the devastating attack on our headquarters at the World Trade Center, our CEO, HowardLutnick, and our surviving employees and affiliates created the Cantor Fitzgerald Relief Fund to take care of the families of the 658 colleagues and friends who perished on thatday. We and our affiliates committed 25% of profits for five years and committed to pay for 10 years of healthcare for the families of those we lost.

Since 2001, that commitment to people has never faltered. Once a year, on the September 11th anniversary, BGC and its affiliates, in conjunction with the CantorFitzgerald Relief Fund, commemorate these 658 friends and colleagues, and 61 Eurobrokers employees, who perished on September 11, 2001. We host an annual Charity Day,where we donate our global revenue to the Cantor Fitzgerald Relief Fund, which distributes these funds to over 150 charities worldwide. This unique way of creating somethingpositive and life-affirming from the tragedy has raised approximately $159 million so far.

We also support victims of disasters because we were there once and understand that feeling all too well. In January 2019, more than 200 volunteers from BGC andits affiliates, in conjunction with the Cantor Fitzgerald Relief Fund, along with many of our friends from the New York community and clients from Banco Santander andScotiabank, traveled to Puerto Rico to aid in its recovery from Hurricanes Irma and Maria. This operation distributed $4 million in $1,000 Payoneer® prepaid cards to thousandsof families still suffering from the devastation.

These are our values in action.

We believe in hard work, innovation, superior client service, strong ethics and governance, and equal opportunities, and have a passionate commitment tocommunity service and charity. We believe these values foster sustainable, profitable growth. We strive to be exemplary corporate citizens and honor strong ethical principles inour interactions with other businesses, with our employees and with the communities in which we live and work. We take our role in corporate social responsibility andsustainability seriously: we want to contribute to the common good.

Employee Benefits, Diversity and Equal Opportunity

Our employees are incentivized through our commitment to employee equity ownership throughout our company, across the globe. We provide comprehensive andcompetitive benefits to protect the health, well-being and financial security of our employees. We also train and support our employees so they can maximize their potential.

We believe in equal opportunity. We consider all qualified applicants for job openings and promotions without regard to race, color, religion, gender, sexualorientation, gender identity, national origin or ancestry, age, disability, service in the armed forces, or any other characteristic that has no bearing on the ability of employees todo their jobs well.

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As a global enterprise with offices in approximately 30 countries, we are diverse in many ways. We seek to further diversify our workplaces through our recruitmentand retention. We honor this commitment through programs like our Network of Women, which supports the recruitment, development and retention of women across ourorganization. We also have a recruitment partnership with Hampton University, a Virginia institution with a historic role in empowering African-Americans through education.We further participate in job fairs and job boards that are focused on reaching a diverse applicant pool.

Corporate Governance

We are committed to independent oversight of our businesses through dynamic and rigorous governance structures and procedures. Our independent Board ofDirectors meets frequently and consists of a majority of independent directors. We have a group of capable, active and qualified directors who serve on our board and allcommittees. Our independent directors are a diverse group, with our independent Audit and Compensation Committees consisting of 25% women and 25% persons of color. Bycultivating a dynamic mix of people and ideas, we enrich the performance of our businesses, the experience of our increasingly diverse employee base, and the condition of ourcommunities.

Our Code of Ethics and Whistleblower Policy

Our corporate values and strong policies and procedures regarding ethics, conflicts of interests, related party transactions and similar matters are contained in ourCode of Business Conduct and Ethics (the “Code of Ethics”). This commitment applies to members of our Board of Directors, executive officers, other officers and our othercovered employees globally. The Code of Ethics is circulated in 13 languages and training and certifications are conducted annually worldwide. We have a policy regardingreporting of complaints overseen by our Audit Committee. Employees are reminded annually, and we honor a culture of investigation, confidentiality and non-retaliation.

Our Environmental Focus

We are also focused on the environment. BGC Environmental Brokerage Services is a leader in the world’s environmental and green energy markets. Established in2011, our environmental brokerage services business provides expert innovative carbon offset solutions and advice to the world’s green energy markets, from transactions andfinancing to technology and consulting. For decades, we’ve helped clients worldwide navigate the complex financial requirements in order to achieve their environmentalinitiatives, in the process contributing to dramatically reduced emissions and the promotion of renewable energy.

In our own workplaces, we are studying how to make our own contribution to state, national and global environmental initiatives. As part of this, BGC is consideringhow to minimize our future carbon footprint when planning office renovations.

To learn more about all of these initiatives and many more, please refer to the ESG section of our website at www.bgcpartners.com/esg for further information onenvironmental, social and governance matters. You will also find our Code of Ethics, whistleblower information, governance polices and charters and other sustainability andESG policies and initiatives on our website. The information contained on, or that may be accessed through, our website, is not part of, and not incorporated into, this AnnualReport on Form 10-K.

Legal Proceedings

See Note 20—“Commitments, Contingencies and Guarantees” to our consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K and thesection under the heading “Derivative Suit” included in Part I, Item 7 of this Annual Report on Form 10-K, Management’s Discussion and Analysis of Financial Condition andResults of Operations for a description of our legal proceedings.

OUR ORGANIZATIONAL STRUCTURE

Stock Ownership

As of December 31, 2019, there were 307,914,838 shares of BGC Class A common stock outstanding. On June 21, 2017, Cantor pledged 10,000,000 shares of BGCClass A common stock in connection with a partner loan program. On November 23, 2018, those shares of BGC Class A common stock were converted into 10,000,000 sharesof BGC Class B common stock and remain pledged in connection with the partner loan program. On November 23, 2018, BGC Partners issued 10,323,366 shares of BGC ClassB common stock to Cantor and 712,907 shares of BGC Class B common stock to CFGM, an affiliate of Cantor, in each case in exchange for shares of BGC Class A commonstock from Cantor and CFGM, respectively, on a one-to-one basis pursuant to Cantor’s and CFGM’s right to exchange such shares under the letter agreement, dated as of June5, 2015, by and between BGC Partners and Cantor. Pursuant to the Exchange Agreement, no additional consideration was paid to BGC Partners by Cantor or CFGM for theClass B Issuance. The Class B Issuance was exempt from registration pursuant to Section 3(a)(9) of the Securities Act. As of December 31, 2019, Cantor and CFGM did notown any shares of BGC Class A common stock. Each share of BGC Class A common stock is entitled to one vote on matters submitted to a vote of our stockholders.

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In addition, as of December 31, 2019, Cantor and CFGM held 45,884,380 shares of BGC Class B common stock (which represents all of the outstanding shares of BGC

Class B common stock), representing approximately 59.8% of our voting power on such date. Each share of BGC Class B common stock is generally entitled to the same rightsas a share of BGC Class A common stock, except that, on matters submitted to a vote of our stockholders, each share of Class B common stock is entitled to ten votes. The BGCClass B common stock generally votes together with the BGC Class A common stock on all matters submitted to a vote of our stockholders.

Through December 31, 2019, Cantor has distributed to its current and former partners an aggregate of 20,836,626 shares of BGC Class A common stock, consisting of(i) 19,372,634 April 2008 distribution rights shares, and (ii) 1,463,992 February 2012 distribution rights shares. As of December 31, 2019, Cantor is still obligated to distributeto its current and former partners an aggregate of 15,770,345 shares of BGC Class A common stock, consisting of 13,999,110 April 2008 distribution rights shares and1,771,235 February 2012 distribution rights shares.

We received shares of Newmark in connection with the Separation, and Newmark completed the Newmark IPO on December 19, 2017. However, on the DistributionDate, we completed our previously announced Spin-Off to our stockholders of all of the shares of common stock of Newmark owned by us as of immediately prior to theeffective time of the Spin-Off. Following the Spin-Off, we ceased to be Newmark’s controlling stockholder, and we and our subsidiaries no longer held any shares ofNewmark’s common stock or other equity interests in Newmark or its subsidiaries. For more information on the Spin-Off of Newmark, see Note 1—“Organization and Basis ofPresentation” to our consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K, and “Item 7. Management’s Discussion and Analysis of FinancialCondition and Results of Operations – Overview and Business Environment – Newmark IPO, Separation and Spin-Off.”

From time to time, we may actively continue to repurchase shares of our Class A common stock including from Cantor, Newmark, our executive officers, otheremployees, partners and others.

BGC Partners, Inc. Partnership Structure

We are a holding company with no direct operations, and our business is operated through two operating partnerships, BGC U.S. OpCo, which holds our U.S.businesses, and BGC Global OpCo, which holds our non-U.S. businesses. The limited partnership interests of the two operating partnerships are held by us and BGC Holdings,and the limited partnership interests of BGC Holdings are currently held by LPU holders, Founding Partners, and Cantor. We hold the BGC Holdings general partnershipinterest and the BGC Holdings special voting limited partnership interest, which entitle us to remove and appoint the general partner of BGC Holdings, and serve as the generalpartner of BGC Holdings, which entitles us to control BGC Holdings. BGC Holdings, in turn, holds the BGC U.S. OpCo general partnership interest and the BGC U.S. OpCospecial voting limited partnership interest, which entitle the holder thereof to remove and appoint the general partner of BGC U.S. OpCo, and the BGC Global OpCo generalpartnership interest and the BGC Global OpCo special voting limited partnership interest, which entitle the holder thereof to remove and appoint the general partner of BGCGlobal OpCo, and serves as the general partner of BGC U.S. OpCo and BGC Global OpCo, all of which entitle BGC Holdings (and thereby us) to control each of BGC U.S.OpCo and BGC Global OpCo. BGC Holdings holds its BGC Global OpCo general partnership interest through a company incorporated in the Cayman Islands, BGC GlobalHoldings GP Limited.

As of December 31, 2019, we held directly and indirectly, through wholly-owned subsidiaries, 353,799,218 BGC U.S. OpCo limited partnership units and 353,799,218BGC Global OpCo limited partnership units, representing approximately 68.5% of the outstanding limited partnership units in both BGC U.S. OpCo and BGC Global OpCo. Asof that date, BGC Holdings held 162,991,079 BGC U.S. OpCo limited partnership units and 162,991,079 BGC Global OpCo limited partnership units, representingapproximately 31.5% of the outstanding limited partnership units in both BGC U.S. OpCo and BGC Global OpCo.

LPU holders, Founding Partners, and Cantor directly hold BGC Holdings limited partnership interests. Since BGC Holdings in turn holds BGC U.S. OpCo limitedpartnership interests and BGC Global OpCo limited partnership interests, LPU holders, Founding Partners, and Cantor indirectly have interests in BGC U.S. OpCo limitedpartnership interests and BGC Global OpCo limited partnership interests. Further, in connection with the Separation and Distribution Agreement, limited partnership interests inNewmark Holdings were distributed to the holders of limited partnership interests in BGC Holdings, whereby each holder of BGC Holdings limited partnership interests who atthat time held a BGC Holdings limited partnership interest received a corresponding Newmark Holdings limited partnership interest, equal in number to a BGC Holdings limitedpartnership interest divided by 2.2 (i.e., 0.4545 of a unit in Newmark Holdings). Accordingly, existing partners at the time of the Separation in BGC Holdings also becamepartners in Newmark Holdings and hold corresponding units issued at the applicable ratio. Thus, such partners now also have an indirect interest in Newmark OpCo.

As of December 31, 2019, excluding Preferred Units and NPSUs described below, outstanding BGC Holdings partnership interests included 107,372,049 LPUs,12,324,648 FPUs and 52,362,964 Cantor units.

We may in the future effect additional redemptions of BGC Holdings LPUs and FPUs, and concurrently grant shares of BGC Class A common stock. We may alsocontinue our earlier partnership restructuring programs, whereby we redeemed or repurchased certain LPUs and FPUs in exchange for new units, grants of exchangeability forBGC Class A common stock or cash and, in many cases, obtained modifications or extensions of partners’ employment arrangements. We also generally may continue to grantexchange rights with respect to outstanding non-exchangeable LPUs and FPUs, and to repurchase BGC Holdings partnership interests from time to time, including from Cantor,our executive officers, and other employees and partners, unrelated to our partnership restructuring programs.

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Cantor units in BGC Holdings are generally exchangeable under the Exchange Agreement for up to 23,613,420 shares of BGC Class B common stock (or, at Cantor’s

option or if there are no such additional authorized but unissued shares of our Class B common stock, BGC Class A common stock) on a one-for-one basis (subject toadjustments). Upon certain circumstances, Cantor may have the right to acquire additional Cantor units in connection with the redemption of or grant of exchangeability tocertain non-exchangeable BGC Holdings FPUs owned by persons who were previously Cantor partners prior to our 2008 acquisition of the BGC business from Cantor. Cantorhas exercised this right from time to time.

As of December 31, 2019, there were 1,749,347 FPUs remaining which BGC Holdings had the right to redeem or exchange and with respect to which Cantor had theright to purchase an equivalent number of Cantor units.

In order to facilitate partner compensation and for other corporate purposes, the BGC Holdings limited partnership agreement provides for Preferred Units, which areWorking Partner units that may be awarded to holders of, or contemporaneous with the grant of, PSUs, PSIs, PSEs, LPUs, APSUs, APSIs, APSEs, REUs, RPUs, AREUs, andARPUs. These Preferred Units carry the same name as the underlying unit, with the insertion of an additional “P” to designate them as Preferred Units.

Such Preferred Units may not be made exchangeable into BGC Class A common stock and accordingly will not be included in the fully diluted share count. Eachquarter, the net profits of BGC Holdings are allocated to such Units at a rate of either 0.6875% (which is 2.75% per calendar year) of the allocation amount assigned to thembased on their award price, or such other amount as set forth in the award documentation, before calculation and distribution of the quarterly Partnership distribution for theremaining Partnership units. The Preferred Units will not be entitled to participate in Partnership distributions other than with respect to the Preferred Distribution. As ofDecember 31, 2019, there were 24,835,160 such units granted and outstanding in BGC Holdings.

On June 5, 2015, we entered into an agreement with Cantor providing Cantor, CFGM and other Cantor affiliates entitled to hold BGC Class B common stock the right toexchange from time to time, on a one-to-one basis, subject to adjustment, up to an aggregate of 34,649,693 shares of BGC Class A common stock now owned or subsequentlyacquired by such Cantor entities for up to an aggregate of 34,649,693 shares of BGC Class B common stock. Such shares of BGC Class B common stock, which currently canbe acquired upon the exchange of exchangeable LPUs owned in BGC Holdings, are already included in the Company’s fully diluted share count and will not increase Cantor’scurrent maximum potential voting power in the common equity.

Under the Exchange Agreement, Cantor and CFGM have the right to exchange shares of BGC Class A common stock owned by them for the same number of shares ofBGC Class B common stock. As of December 31, 2019, Cantor and CFGM do not own any shares of BGC Class A common stock. Cantor and CFGM would also have the rightto exchange any shares of BGC Class A common stock subsequently acquired by either of them for shares of BGC Class B common stock, up to 23,613,420 shares of BGCClass B common stock.

We and Cantor have agreed that any shares of BGC Class B common stock issued in connection with the Exchange Agreement would be deducted from the aggregatenumber of shares of BGC Class B common stock that may be issued to the Cantor entities upon exchange of exchangeable LPUs in BGC Holdings. Accordingly, the Cantorentities will not be entitled to receive any more shares of BGC Class B common stock under this agreement than they were previously eligible to receive upon exchange ofexchangeable LPUs.

Non-distributing partnership units, or N Units, carry the same name as the underlying unit with the insertion of an additional “N” to designate them as the N Unit typeand are designated as NREUs, NPREUs, NLPUs, NPLPUs and NPPSUs. The N Units are not entitled to participate in Partnership distributions, will not be allocated any itemsof profit or loss and may not be made exchangeable into shares of BGC Class A common stock. Subject to the approval of the Compensation Committee or its designee, certainN Units may be converted into the underlying unit type (i.e., an NREU will be converted into an REU) and will then participate in Partnership distributions, subject to terms andconditions determined by the general partner of BGC Holdings, in its sole discretion, including that the recipient continue to provide substantial services to the Company andcomply with his or her partnership obligations.

On December 13, 2017, the Amended and Restated BGC Holdings Partnership Agreement was amended and restated a second time to include prior standaloneamendments and to make certain other changes related to the Separation. The Second Amended and Restated BGC Holdings Partnership Agreement, among other things,reflects changes resulting from the division in the Separation of BGC Holdings into BGC Holdings and Newmark Holdings, including: • an apportionment of the existing economic attributes (including, among others, capital accounts and post-termination payments) of each BGC Holdings LPU

outstanding immediately prior to the Separation between such Legacy BGC Holdings Unit and the 0.4545 of a Newmark Holdings LPU issued in the Separationin respect of each such Legacy BGC Holdings Unit, based on the relative value of BGC and Newmark as of after the Newmark IPO; and

• a right of the employer of a partner to determine whether to grant exchangeability with respect to Legacy BGC Holdings Units held by such partner.

The Second Amended and Restated BGC Holdings Partnership Agreement also removes certain classes of BGC Holdings units that are no longer outstanding, andpermits the general partner of BGC Holdings to determine the total number of authorized BGC Holdings units. The Second Amended and Restated BGC Holdings LimitedPartnership Agreement was approved by the Audit Committee of the Board of Directors of the Company.

The following diagram illustrates our organizational structure as of December 31, 2019, following the Spin-Off. The diagram does not reflect the various subsidiaries ofBGC, BGC U.S. OpCo, BGC Global OpCo, or Cantor, or the noncontrolling interests in our consolidated subsidiaries other than Cantor’s units in BGC Holdings.*

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STRUCTURE OF BGC PARTNERS, INC. AS OF DECEMBER 31, 2019

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* Shares of BGC Class B common stock are convertible into shares of BGC Class A common stock at any time in the discretion of the holder on a one-for-one basis.

Accordingly, if Cantor and CFGM converted all of their BGC Class B common stock into BGC Class A common stock, Cantor would hold 12.8% of the voting power, CFGMwould hold 0.2% of the voting power, and the public stockholders would hold 87.0% of the voting power (and Cantor and CFGM’s indirect economic interests in BGC U.S. andBGC Global would remain unchanged). The diagram does not reflect certain BGC Class A common stock and BGC Holdings partnership units as follows: (a) any shares ofBGC Class A common stock that may become issuable upon the conversion or exchange of any convertible or exchangeable debt securities that may in the future be sold underour shelf Registration Statement on Form S-3 (Registration No. 333-180331); (b) 24,835,160 Preferred Units granted and outstanding to BGC Holdings partners (see “BGCPartners, Inc. Partnership Structure” herein); and (c) 30,515,962 N Units granted and outstanding to BGC Holdings partners.

The diagram reflects BGC Class A common stock and BGC Holdings partnership unit activity from January 1, 2019 through December 31, 2019 as follows: (a) anaggregate of 20,252,007 LPUs granted by BGC Holdings; (b) 5,415,336 terminated LPUs; (c) 4,041,250 LPUs converted to HDUs; (d) 1,039,452 shares of Class A commonstock issued by us under our acquisition shelf Registration Statement on Form S-4 (Registration No. 333-169232), but not the 6,168,875 of such shares remaining available forissuance by us under such Registration Statement; (e) 861,639 shares of BGC Class A common stock sold by us under the March 2018 Sales Agreement pursuant to ourRegistration Statement on Form S-3 (Registration No. 333-223550), but not the remaining $90.2 million of stock remaining for sale by us under such sales agreement; (f)779,360 LPUs and FPUs redeemed or repurchased by us for cash; (g) 495,076 shares sold by selling stockholders under our resale shelf Registration Statement on Form S-3(Registration No. 333-175034), but not the 468,791 of such shares remaining available for sale by selling stockholders under such Registration Statement; (h) 434,694 shares ofBGC Class A common stock issued for vested restricted stock units; (i) 233,172 shares of BGC Class A common stock repurchased by us; (j) 197,569 shares issued by us underour Dividend Reinvestment and Stock Purchase Plan shelf Registration Statement on Form S-3 (Registration No. 333-173109), but not the 9,368,322 of such shares remainingavailable for issuance by us under shelf Registration Statement on Form S-3 (Registration No. 333-196999); and (k) 22,046 shares of BGC Class A common stock forfeited; . Asof December 31, 2019, we have not issued any shares of BGC Class A common stock under our 2019 Form S-4 Registration Statement (Registration No. 333-233761).

Possible Restructuring

Before our first quarter 2020 earnings call, we expect to submit a proposal to the Board and relevant committees with respect to converting our partnership into acorporation. Our current target is to be positioned to begin executing a conversion around the end of the third quarter of 2020, and expect to complete the execution around yearend 2020. Any such restructuring would be subject to tax, accounting, regulatory, and other considerations and approvals.

Newmark Real Estate Services Business (Discontinued Operations)

Until the Spin-Off on November 30, 2018, we offered Real Estate Services through Newmark. Newmark’s Class A common stock trades on the NASDAQ Global SelectMarket under the ticker symbol “NMRK.” Newmark, through subsidiaries, operates as a full-service commercial real estate services business with a complete suite of servicesand products for both owners and occupiers across the entire commercial real estate industry. Under the Newmark Knight Frank name, the investor/owner services and productsof Newmark’s subsidiaries include capital markets (comprised of investment sales and mortgage brokerage), agency leasing, property management, valuation and advisory,diligence and underwriting. Newmark’s subsidiaries also offer government sponsored enterprise lending, loan servicing, debt and structured finance, and loan sales. Newmark’soccupier services and products include tenant representation, global corporate services, real estate management technology systems, workplace and occupancy strategy,consulting, project management, lease administration and facilities management.

We have determined that the Spin-Off met the criteria for reporting the financial results of Newmark as discontinued operations within our consolidated results for allperiods through November 30, 2018. See Note 27—“Discontinued Operations” in our consolidated financial statements included in Part II, Item 8 of this Annual Report onForm 10-K.

Nasdaq Transaction

On June 28, 2013, we completed the sale of certain assets to Nasdaq, which purchased certain assets and assumed certain liabilities from us and our affiliates, includingthe eSpeed brand name and various assets comprising the Fully Electronic portion of our benchmark on-the-run U.S. Treasury brokerage, market data and co-location servicebusinesses. See “Item 7. — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Nasdaq Transaction.”

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ITEM 1A. RISK FACTORS

Any investment in shares of our Class A common stock, our 5.125% Senior Notes, our 5.375% Senior Notes due 2023, our 3.750% Senior Notes or ourother securities involves risks and uncertainties. The following are important risks and uncertainties that could affect our businesses, but we do not ascribe anyparticular likelihood or probability to them unless specifically indicated. Any of the risks and uncertainties set forth below, should they occur, could significantly andnegatively affect our businesses, financial condition, results of operations, and prospects and/or the trading price of our Class A common stock, our 5.125% SeniorNotes, our 5.375% Senior Notes due 2023, our 3.750% Senior Notes or our other securities.

RISKS RELATED TO OUR BUSINESSES GENERALLY

Global Economic and Market Conditions

Our businesses, financial condition, results of operations and prospects have been and may continue to be affected both positively and negatively byconditions in the global economy and financial markets generally.

Our businesses and results of operations have been and may continue to be affected both positively and negatively by conditions in the global economy and financialmarkets generally. Difficult market and economic conditions and geopolitical uncertainties have in the past adversely affected and may in the future adversely affect ourbusinesses. Such conditions and uncertainties include fluctuating levels of economic output, interest and inflation rates, employment levels, consumer confidence levels, andfiscal and monetary policy. Economic policies of the current administration and Congress, potential increases in interest rates and potential tax cuts or increases andinfrastructure spending plans may change the regulatory and economic landscape. These conditions may directly and indirectly impact a number of factors in the global marketsthat may have a positive or negative effect on our operating results, including the levels of trading, investing, and origination activity in the financial markets, the valuations offinancial instruments, changes in interest rates, changes in benchmarks, changes in and uncertainty regarding laws and regulations, substantial fluctuations in volume andcommissions on securities and derivatives transactions, the absolute and relative level of currency rates and the actual and the perceived quality of issuers, borrowers andinvestors. For example, the actions of the U.S. Federal Reserve and international central banking authorities directly impact our cost of funds and may impact the value offinancial instruments we hold. In addition, changes in monetary policy may affect the credit quality of our customers. Changes in domestic and international monetary policy arebeyond our control and difficult to predict.

Our revenues and profitability are likely to decline significantly during periods of low trading volume in the financial markets in which we offer our products andservices.

The global financial services markets are, by their nature, risky and volatile and are directly affected by many national and international factors that are beyond ourcontrol. Any one of these factors may cause substantial changes in the U.S. and global financial markets, resulting in reduced transactional volume and profitability for ourbusinesses. These factors include:

• economic and geopolitical conditions and uncertainties in the United States, Europe, Asia and elsewhere in the world, including government deficits,debt and possible defaults, austerity measures, changes in interest rates, and changes in central bank and/or fiscal policies, including the level and timingof government debt issuances, purchases and outstanding amounts;

• possible political turmoil with respect to the U.S. government, the U.K, the EU and/or its member states, Hong Kong, China, or other major economiesaround the world;

• the effect of Federal Reserve Board and other central banks’ monetary policies, increased capital requirements for banks and other financial institutions,and other regulatory requirements;

• terrorism, war and other armed hostilities;

• pandemics and other international health emergencies;

• the impact of short-term or prolonged U.S. government shutdowns, elections or other political events;

• inflation, deflation and wavering institutional and consumer confidence levels;

• the availability of capital for borrowings and investments by our clients and their customers;

• the level and volatility of interest rates, foreign currency exchange rates and trading in certain equity, debt and commodity markets;

• the level and volatility of the difference between the yields on corporate securities being traded and those on related benchmark securities, which we referto as “credit spreads”; and

• margin requirements, capital requirements, credit availability, and other liquidity concerns with respect to our business, its clients, and the customers ofits clients.

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Low transaction volumes for any of our brokerage asset classes generally result in reduced revenues. Under these conditions, our profitability is adversely affectedsince many of our costs are fixed. In addition, although less common, some of our transaction revenues are determined on the basis of the value of transactions or on spreads.For these reasons, substantial decreases in trading volume, declining prices, and/or reduced spreads could have material adverse effects on our businesses, financial condition,results of operations and prospects.

Any downgrades of the U.S. sovereign credit rating by one or more of the major credit rating agencies could have material adverse effects on financial markets andeconomic conditions in the U.S. and throughout the world. This in turn could have a material adverse impact on our businesses, financial condition, results of operations, andprospects. Because of the unprecedented nature of any negative credit rating actions with respect to U.S. government obligations, the ultimate impacts on global financialmarkets and our businesses, financial condition, results of operations, and prospects are unpredictable and may not be immediately apparent. Additionally, the negative impacton economic conditions and global financial markets from further sovereign debt matters with respect to the U.K., the EU and/or its member states, Japan, China, or other majoreconomies could adversely affect our businesses, financial condition, results of operations and prospects. Concerns about the sovereign debt of certain major economies havecaused uncertainty and disruption for financial markets globally, and continued uncertainties loom over the outcome of the various governments’ financial support programs andthe possibility that EU member states or other major economies may experience similar financial troubles. Any downgrades of the long-term sovereign credit rating of the U.S.or additional sovereign debt crises in major economies could cause disruption and volatility of financial markets globally and have material adverse effects on our businesses,financial condition, results of operations and prospects.

Over the past year, concerns over slowing growth in China, Japan, and the Eurozone have led to uncertainties about global economic growth, which may impact thestability of financial markets and lead to uncertainty with respect to the likely responses of governments and central banks. Any one of these factors, or others, could have amaterial adverse effect on our businesses, financial condition, results of operations and prospects.

Geographic Concentration

Our businesses are geographically concentrated and could be significantly affected by any adverse change in the regions in which we operate.

Historically, our business operations have been substantially located in the U.S. and the U.K. While we are expanding our businesses to new geographic areas, weare still highly concentrated in these areas. Because we derived approximately 41% and approximately 27% of our total revenues on a consolidated basis for the year endedDecember 31, 2019 from our operations in the U.K. and the U.S., respectively, our businesses are exposed to adverse regulatory and competitive changes, economic downturnsand changes in political conditions in these countries. If we are unable to identify and successfully manage or mitigate these risks, our businesses, financial condition, results ofoperations and prospects could be materially adversely affected.

The U.K. exit from the EU could materially adversely impact our customers, counterparties, businesses, financial condition, results of operations andprospects.

On June 23, 2016, the U.K. held a referendum regarding continued membership in the EU. The exit from the EU is commonly referred to as Brexit. The Brexit votepassed by 51.9% to 48.1%. The U.K. subsequently formally left the EU on January 31, 2020, but its relationship with the bloc will remain in a transition period until December31, 2020. During this period, the U.K. will, with some exceptions, remain subject to EU law. It will also maintain access to the EU’s single market. If both the U.K. and the EUagree, this transition period may be extended once by up to two years, meaning it could remain in place until December 31, 2022. Such an extension must however be agreedupon before July 1, 2020. The U.K. government has ruled out any extension of the transition period and has legislated for a commitment not to agree to any extension. Thegovernment would then only be able to reverse that provision through new legislation.

The U.K. and EU are currently negotiating a trade deal which, once signed, should determine the new bilateral trade relationship going forward. Given the short timeperiod involved, it is not certain that such trade deal will be sufficiently comprehensive to encompass financial services. In case no new trade deal (or one incorporating financialservices) is in place by the end of the transition period, absent mitigating legislative measures by individual EU Member States, the trade relationship between the U.K. and theEU would be solely based on World Trade Organization terms. This could thereby hinder current levels of mutual market access. While other trade deals are being considered,for example between the U.K. and the U.S., these may also prove challenging to negotiate and are unlikely to replace or make up for a reduction, if any, in U.K. and EU trade atleast in the short term. Further, the terms of a U.K. and EU trade deal may adversely impact the negotiation and terms of such other deals and vice versa.

Given the current uncertainty around the future trade relationship and/or the length of the transition period, the consequences for the economies of the U.K. and theEU member states as a result of the U.K.’s withdrawal from the EU are unknown and unpredictable. Given the lack of comparable precedent, it is unclear what the broadermacro-economic and financial implications the U.K. leaving the EU with no agreements in place would have.

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This uncertainty could adversely impact investor confidence which could result in additional market volatility. Historically, elevated volatility has often led toincreased volumes in the financial services markets in which we broker, which could be beneficial for our businesses. At other times, increased volatility has led to many marketparticipants curtailing trading activity. Furthermore, any future trade deal might lead to a fragmented regulatory environment, which could disrupt our operations, increase thecosts of our operations, and result in a loss of existing levels of cross-border market access. While we have implemented plans to ensure continuity of service in Europe andcontinue to have regulated entities and offices in place in many of the major European markets, our European headquarters and largest operations are in London, and these andother risks and uncertainties could have a material adverse effect on our customers, counterparties, businesses, prospects, financial condition and results of operations.

Evolving Business Environments

We operate in rapidly evolving business environments. If we are unable to adapt our businesses effectively to keep pace with these changes, our ability tosucceed will be adversely affected, which could have a material adverse effect on our businesses, financial condition, results of operations and prospects.

The pace of change in the businesses in which we operate is extremely rapid. Operating in such rapidly changing business environments involves a high degree ofrisk. Our ability to succeed will depend on our ability to adapt effectively to these changing conditions. If we are unable to keep up with rapid changes, we may not be able tocompete effectively.

To remain competitive, we must continue to enhance and improve the responsiveness, functionality, accessibility and features of our proprietary software, networkdistribution systems and technologies. Our business environments are characterized by rapid technological changes, changes in user and customer requirements and preferences,frequent product and service introductions embodying new technologies and the emergence of new industry standards and practices that could render our existing proprietarytechnology and systems obsolete. Our success will depend, in part, on our ability to:

• develop, license and defend intellectual property useful in our businesses;

• enhance our existing products and services, including converting certain products to our Fully Electronic trade execution;

• develop new products and services and technologies that address the increasingly sophisticated and varied needs of our existing and prospectivecustomers;

• respond to technological advances and emerging industry standards and practices on a cost-effective and timely basis;

• respond to the demand for new products, services and technologies on a cost-effective and timely basis; and

• adapt to technological advancements and changing standards to address the increasingly sophisticated requirements and varied needs of our customersand prospective customers.

There can be no assurance that we will be able to respond in a timely manner to changing business conditions or customer requirements. The development ofproprietary electronic trading technology entails significant technical, financial and business risks. Further, the adoption of new Internet, networking or telecommunicationstechnologies may require us to devote substantial resources to modify, adapt and defend our technology. There can be no assurance that we will successfully implement newtechnologies or adapt our proprietary technology and transaction-processing systems to customer requirements or emerging industry standards, or that we will be able tosuccessfully defend any challenges to any technology we develop. Any failure on our part to anticipate or respond adequately to technological advancements, customerrequirements or changing industry standards, or any significant delays in the development, introduction or availability of new products, services or technologies, could have amaterial adverse effect on our businesses, financial condition, results of operations and prospects.

New Opportunities/Possible Transactions and Hires

If we are unable to identify and successfully exploit new product, service and market opportunities, including through hiring new brokers, salespeople,managers and other professionals, our businesses, financial condition, results of operations, cash flows and prospects could be materially adversely affected.

Because of significant competition in our market, our strategy is to broker more transactions, increase our share of existing markets and seek out new clients andmarkets. We may face enhanced risks as these efforts to expand our businesses result in our transacting with a broader array of clients and expose us to new products andservices and markets. Pursuing this strategy may also require significant management attention and hiring expense and potential costs and liability in any litigation or arbitrationthat may result. We may not be able to attract new clients or brokers, salespeople, managers, or other professionals or successfully enter new markets. If we are unable toidentify and successfully exploit new product, service and market opportunities, our business, financial condition, results of operations and prospects could be materiallyadversely affected.

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We may pursue strategic alliances, acquisitions, dispositions, joint ventures or other growth opportunities (including hiring new brokers and salespeople),which could present unforeseen integration obstacles or costs and could dilute our stockholders. We may also face competition in our acquisition strategy, and suchcompetition may limit our number of strategic alliances, acquisitions, joint ventures and other growth opportunities (including hiring new brokers and salespeople).

We have explored a wide range of strategic alliances, acquisitions and joint ventures with other financial services companies that have interests in related businessesor other strategic opportunities. We continue to evaluate and potentially pursue or amend possible strategic alliances, acquisitions, dispositions, joint ventures and other growthopportunities (including hiring new brokers and salespeople). Such transactions may be necessary in order for us to enter into or develop new products or services or markets, aswell as to strengthen our current ones.

Strategic alliances, acquisitions, dispositions, joint ventures and other growth opportunities (including hiring new brokers and salespeople) specifically involve anumber of risks and challenges, including:

• potential disruption of our ongoing business and product, service and market development and distraction of management;

• difficulty retaining and integrating personnel and integrating administrative, operational, financial reporting, internal control, compliance, technology andother systems;

• the necessity of hiring additional managers and other critical professionals and integrating them into current operations;

• increasing the scope, geographic diversity and complexity of our operations;

• to the extent that we pursue these opportunities, exposure to political, economic, legal, regulatory, operational and other risks that are inherent inoperating in a foreign country, including risks of possible nationalization and/or foreign ownership restrictions, expropriation, price controls, capitalcontrols, foreign currency fluctuations, regulatory and tax requirements, economic and/or political instability, geographic, time zone, language andcultural differences among personnel in different areas of the world, exchange controls and other restrictive government actions, as well as the outbreakof hostilities;

• the risks relating to integrating accounting and financial systems and accounting policies and the related risk of having to recast our historical financialstatements;

• potential dependence upon, and exposure to liability, loss or reputational damage relating to systems, controls and personnel that are not under ourcontrol;

• addition of business lines in which we have not previously engaged;

• potential unfavorable reaction to our strategic alliance, acquisition, disposition or joint venture strategy by our customers, counterparties, and employees;

• the upfront costs associated with pursuing transactions and recruiting personnel, which efforts may be unsuccessful in the increasingly competitivemarketplace for the most talented producers and managers;

• conflicts or disagreements between any strategic alliance or joint venture partner and us;

• exposure to potential unknown liabilities of any acquired business, strategic alliance or joint venture that are significantly larger than we anticipate at thetime of acquisition, and unforeseen increased expenses or delays associated with acquisitions, including costs in excess of the cash transition costs thatwe estimate at the outset of a transaction;

• reduction in availability of financing due to tightened credit markets or credit ratings downgrades or defaults by us, in connection with strategic alliances,acquisitions, dispositions, joint ventures and other growth opportunities;

• a significant increase in the level of our indebtedness in order to generate cash resources that may be required to effect acquisitions;

• dilution resulting from any issuances of shares of our Class A common stock or limited partnership units in connection with strategic alliances,acquisitions, joint ventures and other growth opportunities in the event that these arrangements are amended or terminated;

• a reduction of the diversification of our businesses resulting from any dispositions;

• the necessity of replacing certain individuals and functions that are sold in dispositions;

• the cost of rebranding and the impact on our market awareness of dispositions;

• adverse effects on our liquidity as a result of payment of cash resources and/or issuance of shares of our Class A common stock or limited partnershipunits;

• the impact of any reduction in our asset base resulting from dispositions on our ability to obtain financing or the terms thereof; and

• a lag in the realization of financial benefits from these transactions and arrangements.

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We face competition for acquisition targets, which may limit our number of acquisitions and growth opportunities and may lead to higher acquisition prices or otherless favorable terms. To the extent that we choose to grow internationally from acquisitions, strategic alliances, joint ventures, or other growth opportunities, we may experienceadditional expenses or obstacles. There can be no assurance that we will be able to identify, acquire or profitably manage additional businesses or integrate successfully anyacquired businesses without substantial costs, delays or other operational or financial difficulties.

In addition, the acquisition of regulated firms generally requires the consent of the home jurisdiction regulator in which the target is domiciled and those jurisdictionsin which the target has regulated subsidiaries. In certain circumstances, one or more of these regulators may withhold their consent, impose restrictions or make their consentsubject to conditions which may result in increased costs or delays.

Any future growth will be partially dependent upon the continued availability of suitable transactional candidates at favorable prices and upon advantageous termsand conditions, which may not be available to us, as well as sufficient liquidity and credit to fund these transactions. Future transactions and any necessary related financingsalso may involve significant transaction-related expenses, which include payment of break-up fees, assumption of liabilities, including compensation, severance, leasetermination, and other restructuring costs, and transaction and deferred financing costs, among others. In addition, there can be no assurance that such transactions will beaccretive or generate favorable operating margins. The success of these transactions will also be determined in part by the ongoing performance of the acquired companies andthe acceptance of acquired employees of our equity-based compensation structure and other variables which may be different from the existing industry standards or practices atthe acquired companies.

We will need to successfully manage the integration of recent acquisitions and future growth effectively. The integration and additional growth may place asignificant strain upon our management, administrative, operational, financial reporting, internal control and compliance infrastructure. Our ability to grow depends upon ourability to successfully hire, train, supervise and manage additional employees, expand our management, administrative, operational, financial reporting, compliance and othercontrol systems effectively, allocate our human resources optimally, maintain clear lines of communication between our transactional and management functions and ourfinance and accounting functions, and manage the pressure on our management, administrative, operational, financial reporting, compliance and other control infrastructure.Additionally, managing future growth may be difficult due to our new geographic locations, markets and business lines. As a result of these risks and challenges, we may notrealize the full benefits that we anticipate from strategic alliances, acquisitions, joint ventures or other growth opportunities. There can be no assurance that we will be able toaccurately anticipate and respond to the changing demands we will face as we integrate and continue to expand our operations, and we may not be able to manage growtheffectively or to achieve growth at all. Any failure to manage the integration of acquisitions and other growth opportunities effectively could have a material adverse effect onour businesses, financial condition, results of operations and prospects.

From time to time, we may also seek to dispose of portions of our businesses, or otherwise reduce our ownership, each of which could materially affect our cashflows and results of operations. Dispositions involve significant risks and uncertainties, such as ability to sell such businesses on satisfactory price and terms and in a timelymanner (including long and costly sales processes and the possibility of lengthy and potentially unsuccessful attempts by a buyer to receive required regulatory approvals), or atall, disruption to other parts of the businesses and distraction of management, loss of key employees or customers, exposure to unanticipated liabilities or ongoing obligations tosupport the businesses following such dispositions. In addition, if such dispositions are not completed for any reason, the market price of our Class A common stock may reflecta market assumption that such transactions will occur, and a failure to complete such transactions could result in a decline in the market price of our Class A common stock. Asa result of these factors, any disposition (whether or not completed) could have a material adverse effect on our businesses, financial condition, results of operations andprospects.

Liquidity, Funding and Indebtedness

Liquidity is essential to our businesses, and insufficient liquidity could have a material adverse effect on our businesses, financial condition, results ofoperations and prospects.

Liquidity is essential to our businesses. Failures of financial institutions have often been attributable in large part to insufficient liquidity. Perceived liquidity issuesmay affect the willingness of our customers and counterparties to engage in transactions with us. While we maintain adequate liquidity as well as access to short-term and long-term funding necessary to support our ongoing business needs, and have also taken steps to reduce the level of cash expenditures over the last year, our liquidity position couldbe impaired due to circumstances that we may be unable to control, such as a general market disruption or idiosyncratic events that affect our trading customers orcounterparties, other third parties or us, or a decrease in the market value of marketable securities, and other investments held on our balance sheet.

We are a holding company with no direct operations. We conduct substantially all of our operations through our operating subsidiaries. We do not have any materialassets other than our direct and indirect ownership in the equity of our subsidiaries and their respective operating subsidiaries. As a result, our operating cash flow and ourliquidity position are dependent upon the earnings of our subsidiaries. In addition, we are dependent on the distribution of earnings, loans or other payments by our subsidiariesto us. In the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding with respect to any of our subsidiaries, we, as an equity owner of suchsubsidiary, and therefore holders of our securities, including our notes, will be subject to the prior claims of such subsidiary’s creditors, including trade creditors, and anypreferred equity holders. Any dividends declared by us, any payment by us of our indebtedness or other expenses, and all applicable taxes payable in respect of our net taxableincome, if any, are paid from cash on hand and funds received from

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distributions, dividends, loans and/or other payments, primarily from our subsidiaries. Regulatory, tax restrictions or elections, and other legal or contractual restrictions maylimit our ability to transfer funds freely from our subsidiaries. In particular, many of our subsidiaries, including our brokerage subsidiaries, are subject to laws, regulations, andself-regulatory organization rules that authorize regulatory bodies to block or reduce the flow of funds to a holding company, or that prohibit such transfers altogether in certaincircumstances. These laws, regulations and rules may hinder our ability to access funds that we may need to meet our obligations. Certain debt and security agreements enteredinto by our subsidiaries contain various restrictions, including restrictions on payments by our subsidiaries to us and the transfer by our subsidiaries of assets pledged ascollateral. To the extent that we need funds to pay dividends, and purchase shares or purchase limited partnership units, repay indebtedness and meet other expenses, or to paytaxes on our share of BGC U.S. OpCo’s and BGC Global OpCo’ s net taxable income, and BGC U.S. OpCo, BGC Global OpCo and their respective subsidiaries are restrictedfrom making such distributions or dividends under applicable law, regulations, or agreements, or are otherwise unable to provide such funds, it could materially adversely affectour businesses, financial condition, results of operations and prospects, including our ability to maintain adequate liquidity or to raise additional funding, including throughaccess to the debt and equity capital markets.

Our ability to raise funding in the long-term or short-term debt capital markets or the equity capital markets, or to access lending markets, has in the past been andcould in the future be adversely affected by conditions in the U.S. and international economy and markets, or idiosyncratic events, with the cost and availability of fundingadversely affected by wider credit spreads, changes in interest rates and dislocations in capital markets, as well as various business, governance, tax, accounting, and otherconsiderations. To the extent we are unable to access the debt capital markets on acceptable terms in the future, we may seek to raise funding and capital through equityissuances or other means.

Turbulence in the U.S. and international economy and markets may adversely affect our liquidity and funding positions, financial condition and the willingness ofcertain customers and counterparties to do business with each other or with us. Acquisitions and financial reporting obligations related thereto may impact our ability to accesscapital markets on a timely basis and may necessitate greater short-term borrowings during certain times, which in turn may adversely affect our cost of borrowing, financialcondition, and creditworthiness, and as a result, potentially impact our credit ratings and associated outlooks.

Our funding base consists of longer-term capital (equity, notes payable and collateralized borrowings), shorter-term liabilities and accruals that are a naturaloutgrowth of specific assets and/or our business model, such as matched fails and accrued compensation. We may need to access short-term funding sources in order to meet avariety of business needs from time to time, including, but not limited to, financing acquisitions as well as, ongoing business operations or activities such as hiring or retainingbrokers, providing liquidity and funding fails, including in situations where we may not be able to access the capital markets in a timely manner when desired by us. While wehave a Revolving Credit Agreement in place, to the extent that our capital or other needs exceed the capacity of our existing funding sources or we are not able to access any ofthese sources, this could have a material adverse effect on our business, financial condition, results of operations and prospects.

Contingent liquidity needs are largely limited to potential cash collateral that may be needed to meet regulatory requirements and clearing bank, clearinghouse andexchange margins and/or to fund fails. A significant portion of our cash is held in our largest regulated entities, and we believe that cash in and available to these entities,inclusive of financing provided by clearing banks, is adequate for potential cash demands of normal operations such as margin or funding fails.

We are subject to risks associated with the current interest rate environment, and changes in interest rates may increase the cost of our debt financing.

Since the economic downturn that began in mid-2007, interest rates have remained low. Because longer-term inflationary pressure may result in the future, we mayexperience rising interest rates and increased debt refinancing costs.

Some of our borrowings have variable interest rates. As a result, a change in market interest rates could have a material adverse effect on our interest expense. Inperiods of rising interest rates, our cost of funds will increase, which could reduce our net income. In an effort to limit our exposure to interest rate fluctuations, we may rely oninterest rate hedging or other interest rate risk management activities. These activities may limit our ability to participate in the benefits of lower interest rates with respect to thehedged borrowings. Adverse developments resulting from changes in interest rates or hedging transactions could have a material adverse effect on our business, financialcondition, results of operations and prospects.

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We may be adversely affected by changes in LIBOR reporting practices, the method in which LIBOR is determined or the use of alternative referencerates.

As of December 31, 2019, we had approximately $68.9 million of indebtedness outstanding, out of a total $350 million Revolving Credit Agreement, that is indexedto LIBOR. LIBOR is the rate of interest used in lending between banks on the London interbank market and is widely used as a reference for setting the interest rate on loansglobally. In July 2017, the head of the FCA announced the desire to phase out the use of LIBOR by the end of 2021. At this time, no consensus exists as to what rate or ratesmay become accepted alternatives to LIBOR, and it is impossible to predict whether and to what extent banks will continue to provide LIBOR submissions to the administratorof LIBOR, whether LIBOR rates will cease to be published or supported before or after 2021 or whether any additional reforms to LIBOR may be enacted in the U.K. orelsewhere. As such, the potential effect of any such event on our cost of capital and interest expense cannot yet be determined.

The possible withdrawal and replacement of LIBOR with alternative benchmarks also introduces a number of risks for us, our clients and the financial servicesindustry more widely. Globally, vast amounts of loans, securities, derivatives and other financial instruments are linked to the LIBOR benchmark, and any failure by marketparticipants and regulators to successfully introduce benchmark rates to replace LIBOR and implement effective transitional arrangements to address the discontinuation ofLIBOR could result in disruption in the global financial markets in which we do business and suppress capital markets activities and trading volume. We may also be subject tolegal implementation risks, as extensive changes to documentation for new and existing clients may be required, and operational risks due to the potential requirement to adaptinformation technology systems and operational processes to address the withdrawal and replacement of LIBOR.

In addition, any further changes or reforms to the determination or supervision of LIBOR may result in a sudden or prolonged increase or decrease in reportedLIBOR, the use of various alternative rates, and disruption in the financial markets which rely on the availability of a broadly accepted reference rate, any of which could have amaterial adverse effect on our business, financial condition, results of operations and prospects.

We have debt, which could adversely affect our ability to raise additional capital to fund our operations and activities, limit our ability to react to changesin the economy or our businesses, expose us to interest rate risk, impact our ability to obtain or maintain favorable credit ratings and prevent us from meeting orrefinancing our obligations under our indebtedness.

Our indebtedness, which at December 31, 2019 was $1,142.7 million, may have important, adverse consequences to us and our investors, including:

• it may limit our ability to borrow money, dispose of assets or sell equity to fund our working capital, capital expenditures, dividend payments, debtservice, strategic initiatives or other obligations or purposes;

• it may limit our flexibility in planning for, or reacting to, changes in the economy, the markets, regulatory requirements, our operations or businesses; • it may impact our ability to obtain or maintain favorable credit ratings;

• it may expose us to a rising interest rate environment when we need to refinance our debt;

• our financial leverage may be higher than some of our competitors, which may place us at a competitive disadvantage;

• it may make us more vulnerable to downturns in the economy or our businesses;

• it may require a substantial portion of our cash flow from operations to make interest payments;

• it may make it more difficult for us to satisfy other obligations;

• it may increase the risk of a future downgrade of our credit ratings or otherwise impact our ability to obtain or maintain investment-grade credit ratings,which could increase future debt costs and limit the future availability of debt financing;

• we may not be able to borrow additional funds or refinance existing debt as needed or take advantage of business opportunities as they arise, pay cashdividends or repurchase shares of our Class A common stock and purchase limited partnership units; and

• there would be a material adverse effect on our businesses, financial condition, results of operations and prospects if we were unable to service ourindebtedness or obtain additional financing or refinance our existing debt on terms acceptable to us.

To the extent that we incur additional indebtedness or seek to refinance our existing debt the risks described above could increase. In addition, our actual cashrequirements in the future may be greater than expected and may impact the rate at which we make payments of obligations or occur additional obligations. Our cash flow fromoperations may not be sufficient to service our outstanding debt or to repay the outstanding debt as it becomes due, and we may not be able to borrow money, dispose of assetsor otherwise raise funds on acceptable terms, or at all, to service or refinance our debt.

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We are dependent upon the availability of adequate funding and sufficient regulatory capital and clearing margin. Clearing margin is the amount of cash, guaranteesor similar collateral that we must provide or deposit with our third-party clearing organizations in support of our obligations under contractual clearing arrangements with theseorganizations. Historically, these needs have been satisfied from internally generated funds and proceeds from debt and equity financings. We have also relied on arrangementswith Cantor to clear our transactions in U.S. Treasury and U.S. government agency products under the clearing agreement we entered into with Cantor in November 2008.Although we have historically been able to raise debt on acceptable terms, if for any reason we need to raise additional funds, including in order to meet regulatory capitalrequirements and/or clearing margin requirements arising from growth in our brokerage businesses, to complete acquisitions or otherwise, we may not be able to obtainadditional financing when needed. If we cannot raise additional funds on acceptable terms, we may not be able to develop or enhance our businesses, take advantage of futuregrowth opportunities or respond to competitive pressure or unanticipated requirements.

We may incur substantially more debt or take other actions which would intensify the risks discussed herein.

We may incur substantial additional debt in the future, some of which may be secured debt. Under the terms of our existing debt, we are permitted under certaincircumstances to incur additional debt, grant liens on our assets to secure existing or future debt, recapitalize our debt or take a number of other actions that could have the effectof diminishing our ability to make payments on our debt when due. To the extent that we borrow additional funds, the terms of such borrowings may include higher interestrates, more stringent financial covenants, change of control provisions, make-whole provisions or other terms that could have a material adverse effect on our businesses,financial condition, results of operations and prospects.

Our Revolving Credit Agreement contains restrictions that may limit our flexibility in operating our businesses.

Our Revolving Credit Agreement contains covenants that could impose operating and financial restrictions on us, including restrictions on our ability to, amongother things and subject to certain exceptions:

• create liens on certain assets;

• incur additional debt;

• make significant investments and acquisitions;

• consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;

• dispose of certain assets;

• pay additional dividends on or make additional distributions in respect of our capital stock or make restricted payments;

• repurchase shares of our Class A common stock or purchase limited partnership units;

• enter into certain transactions with our affiliates; and

• place restrictions on certain distributions from subsidiaries.

Indebtedness that we may enter into in the future, if any, could also contain similar or additional covenants or restrictions. Any of these restrictions could limit ourability to adequately plan for or react to market conditions and could otherwise restrict certain of our corporate activities. Any material failure to comply with these covenantscould result in a default under the Revolving Credit Agreement as well as instruments governing our future indebtedness. Upon a material default, unless such default werecured by us or waived by lenders in accordance with the Revolving Credit Agreement, the lenders under such agreement could elect to invoke various remedies under theagreement, including potentially accelerating the payment of unpaid principal and interest, terminating their commitments or, however unlikely, potentially forcing us intobankruptcy or liquidation. In addition, a default or acceleration under such agreement could trigger a cross default under other agreements, including potential future debtarrangements. Although we believe that our operating results will be more than sufficient to meet all of these obligations, including potential future indebtedness, no assurancecan be given that our operating results will be sufficient to service our indebtedness or to fund all of our other expenditures or to obtain additional or replacement financing on atimely basis and on reasonable terms in order to meet these requirements when due.

Credit ratings downgrades or defaults by us could adversely affect us.

Our credit ratings and associated outlooks are critical to our reputation and operational and financial success. Our credit ratings and associated outlooks areinfluenced by a number of factors, including: operating environment, regulatory environment, earnings and profitability trends, the rating agencies’ view of our funding andliquidity management practices, balance sheet size/composition and resulting leverage, cash flow coverage of interest, composition and size of the capital base, availableliquidity, outstanding borrowing levels, our competitive position in the industry, our relationships in the industry, our relationship with Cantor, acquisitions or dispositions ofassets and other matters. A credit rating and/or the associated outlook can be revised upward or downward at any time by a rating agency if such rating agency decides thatcircumstances of that company or related companies warrant such a change. Any adverse ratings change or a downgrade in the credit ratings of BGC, Cantor or any of theirother affiliates, and/or the associated ratings outlooks could adversely affect the availability of debt financing to us on acceptable terms, as well as the cost and other terms uponwhich we may obtain any such financing. In addition, our credit ratings and associated outlooks may be important to clients of ours in certain markets and in certaintransactions. A company’s contractual counterparties may, in certain circumstances, demand collateral in the event of a credit ratings or outlook downgrade of that company.Further, interest rates, including with respect to our 5.375% Senior Notes due 2023 and 3.750% Senior Notes, may increase in the event that our ratings decline.

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As of December 31, 2019, BGC Partners’ public long-term credit ratings were BBB- and the associated outlooks were stable from both Fitch Ratings Inc. andStandard & Poor’s. No assurance can be given that the credit ratings will remain unchanged in the future. Any additional indebtedness that we incur, as well as any negativechange to our credit ratings and associated outlooks, may restrict our ability to raise additional capital or refinance debt on favorable terms, and consequently. any resultingimpacts on our funding access, liquidity or creditworthiness perception among our clients, counterparties, lenders, investors, or other market participants, could have a materialadverse effect on our businesses, financial condition, results of operations and prospects.

Our acquisitions may require significant cash resources and may lead to a significant increase in the level of our indebtedness.

Potential future acquisitions may lead to a significant increase in the level of our indebtedness. We may enter into short- or long-term financing arrangements inconnection with acquisitions which may occur from time to time. In addition, we may incur substantial non-recurring transaction costs, including break-up fees, assumption ofliabilities and expenses and compensation expenses and we would likely incur similar expenses. The increased level of our consolidated indebtedness in connection withpotential acquisitions may restrict our ability to raise additional capital on favorable terms, and such leverage, and any resulting liquidity or credit issues, could have a materialadverse effect on our businesses, financial condition, results of operations and prospects.

We may incur substantially more debt or take other actions which would intensify the risks discussed herein.

We may incur substantial additional debt in the future, some of which may be secured debt. We are not restricted under the terms of the indentures governing our5.125% Senior Notes, 5.375% Senior Notes due 2023 and 3.750% Senior Notes from incurring additional debt, securing existing or future debt (with certain exceptions,including to the extent already secured), recapitalizing our debt or taking a number of other actions that are not limited by the terms of our debt instruments that could have theeffect of diminishing our ability to make payments on our debt when due.

We may not have the funds necessary to repurchase our 5.125% Senior Notes, 5.375% Senior Notes due 2023 or 3.750% Senior Notes upon a change ofcontrol triggering event as required by the indentures governing these notes.

Upon the occurrence of a “change of control triggering event” (as defined in the indentures governing the 5.125% Senior Notes, the 5.375%, Senior Notes due 2023and the 3.750% Senior Notes), unless we have exercised our right to redeem such notes, holders of the notes will have the right to require us to repurchase all or any part of theirnotes at a price in cash equal to 100% of the then-outstanding aggregate principal amount of the notes repurchased plus accrued and unpaid interest, if any. There can be noassurance that we would have sufficient, readily available financial resources, or would be able to arrange financing, to repurchase the 5.125% Senior Notes, the 5.375% SeniorNotes due 2023 or the 3.750% Senior Notes upon a “change of control triggering event.” A failure by us to repurchase the notes when required would result in an event ofdefault with respect to the notes. In addition, such failure may also constitute an event of default and result in the effective acceleration of the maturity of our other then-existingindebtedness.

The requirement to offer to repurchase the 5.125% Senior Notes, the 5.375% Senior Notes due 2023 and the 3.750% Senior Notes upon a “change ofcontrol triggering event” may delay or prevent an otherwise beneficial takeover attempt of us.

The requirement to offer to repurchase the 5.125% Senior Notes, the 5.375% Senior Notes due 2023 and the 3.750% Senior Notes upon a “change of controltriggering event” may in certain circumstances delay or prevent a takeover of us and/or the removal of incumbent management that might otherwise be beneficial to investors inour Class A common stock.

Possible Restructuring of Partnership into a Corporation

The possible restructuring of our partnership into a corporation is subject to various risks and uncertainties, may not be completed in the anticipatedtimeline, or at all, may not achieve the anticipated benefits, and will involve significant time and expense, potential tax or accounting charges and managementattention, which could negatively impact our businesses, financial condition, results of operations and prospects.

We have previously announced that we are studying the possible restructuring our partnership into a corporation, which should simplify our organizational structure.We expect to submit a proposal to the Board and relevant committees before our first quarter 2020 earnings call. Upon their review and assuming their approval, our currenttarget is to be positioned to begin executing a conversion around the end of the third quarter of 2020, and would expect to complete the execution around year end.

Any such restructuring is subject to various risks and uncertainties. There can be no assurance as to whether management will make a proposal in the anticipatedtimeframe, or at all, or whether the Board will accept management’s proposal, whether the restructuring will be completed in accordance with the expected timeline or whetherit will achieve its anticipated benefits. Other factors such as changes in legal, tax, regulatory, political or other regimes could impact the potential transaction. If such transactionis completed, there can be no assurance that (i) our brokers and other employees, the rating agencies, our lenders, our bondholders, our investors, our counterparties, our clients,or others will view our new structure favorably, (ii) that the new structure will have the expected retentive effect on said employees or (iii) it

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will have the expected impact on our GAAP or non-GAAP results, cash position, cash or non-cash accounting charges, or other factors. Furthermore, the restructuring willinvolve significant time, expense and management attention. Any of these factors or others could negatively affect our businesses, financial condition, results of operations andprospects.

Risks Related to the Spin-Off

We may not yet be able to achieve some or all of the expected benefits of the Spin-Off.

We may not be able to achieve the full strategic and financial benefits to us that were anticipated to result from the Spin-Off in a timely manner, or at all. Thesebenefits include the following:

• improving strategic planning, increasing management focus and streamlining decision-making by providing the flexibility for us to implement ourstrategic plans and to respond more effectively to different customer needs and the changing economic environment; and

• allowing our businesses to adopt a capital structure, investment policy and dividend policy best suited to our financial profile and business needs.

We may not achieve the anticipated benefits of the Spin-Off for a variety of reasons. Such additional risks and uncertainties may include the following:

• the price of our Class A common stock has declined following the Spin-Off and may continue to fluctuate significantly in response to developments orrestrictions relating to the Spin-Off, our financial reporting following the Spin-Off as well as other market forces, actions or market speculation regardingthe Spin-Off or other transactions;

• our financial results may be harmed, and our ability to execute effectively upon our business plans may be affected adversely, by the competing demandson management’s time and attention;

• we may be adversely affected by competition from larger companies and a loss of purchasing power as a result of the reduction in our size relative to ourbusinesses prior to the Spin-Off;

• we may encounter difficulties obtaining sufficient debt financing to restructure our debt or to operate or expand our businesses, and we may incur ahigher cost of capital as a result of the reduction of our asset base following the Spin-Off;

• we may incur substantial increases in general and administrative expense associated with the need to retain and compensate third-party consultants andadvisors (including legal counsel); and

• we may encounter difficulties in maintaining relationships or arrangements with customers, key suppliers, and other parties as a result of the Spin-Off.

Any of these factors or others could have a negative impact on our businesses, financial condition, results of operations and prospects.

If there is a determination that the Spin-Off was taxable for U.S. federal income tax purposes because the facts, assumptions, representations orundertakings underlying the tax opinion with respect to the Spin-Off were incorrect, or for any other reason, then we and our stockholders could incur significantU.S. federal income tax liabilities.

We received an opinion of outside counsel to the effect that the Spin-Off, together with certain related transactions, qualified as a transaction that is described inSections 355 and 368(a)(1)(D) of the Internal Revenue Code of 1986, as amended (the “Code”). The opinion relied on certain facts, assumptions, representations andundertakings from us and Newmark regarding the past and future conduct of the companies’ respective businesses and other matters. If any of these facts, assumptions,representations or undertakings are incorrect or not otherwise satisfied, we and our stockholders may not be able to rely on the opinion of tax counsel.

Moreover, notwithstanding the opinion of counsel, the Internal Revenue Service (“IRS”) could determine that the Spin-Off is taxable if it determines that any ofthese facts, assumptions, representations or undertakings are not correct or have been violated, or if it disagrees with the conclusions in the opinion, or for any other reasons. Inaddition, certain events occurring after the Spin-Off may not be in our control, including certain significant changes in the stock ownership of us or Newmark after the Spin-Off.If the Spin-Off or a related transaction is determined to be taxable for U.S. federal income tax purposes, we and our stockholders could incur significant U.S. federal income taxliabilities. Any such liabilities could be substantial, and could have a negative impact on our financial results and operations.

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As a result of the Spin-Off, we may not be able to execute transactions that are outside of Treasury Regulations safe harbors.

Under current law, a spin-off can be rendered taxable to the parent corporation and its stockholders as a result of certain post-spin-off acquisitions of shares or assetsof the spun-off corporation. For example, a spin-off may result in taxable gain to the parent corporation under Section 355(e) of the Code if the spin-off were later deemed to bepart of a plan (or series of related transactions) pursuant to which one or more persons acquire, directly or indirectly, shares representing a 50% or greater interest (by vote orvalue) in the spun-off corporation. To preserve the tax-free treatment of the Spin-Off, and in addition to our other indemnity obligations, the tax matters agreement between usand Newmark restricts us, through the end of the two-year period following the Spin-Off which expires on November 30, 2020, except in specific circumstances, from: (i)entering into any transaction pursuant to which all or a portion of the shares of our common stock would be acquired, whether by merger or otherwise, (ii) issuing equitysecurities beyond certain thresholds, (iii) repurchasing shares of our common stock other than in certain open-market transactions, and (iv) ceasing to actively conduct certain ofour businesses. The tax matters agreement also prohibits us from taking or failing to take any other action that would prevent the Spin-Off and certain related transactions fromqualifying as transactions that are generally tax-free for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code. These restrictions have placed someconstraints on the extent to which we may make equity issuances or repurchases in connection with compensatory and other arrangements, and, in the absence of the availabilityof a safe harbor under applicable Treasury Regulations, may continue to do so and may limit our ability to pursue strategic transactions or other transactions that we may believeto be in the best interests of our stockholders or that might increase the value of our business.

Intellectual Property

We may not be able to protect our intellectual property rights or may be prevented from using intellectual property necessary for our businesses.

Our success is dependent, in part, upon our intellectual property, including our proprietary technology. We rely primarily on trade secret, contract, patent, copyright,and trademark law in the U.S. and other jurisdictions as well as confidentiality procedures and contractual provisions to establish and protect our intellectual property rights toproprietary technologies, products, services or methods, and our brand. For example, we regularly file patent applications to protect inventions arising from our research anddevelopment, and we are currently pursuing patent applications around the world. We also control access to our proprietary technology, and enter into confidentiality andinvention assignment agreements with our employees and consultants and confidentiality agreements with other third parties. Protecting our intellectual property rights is costlyand time consuming.

Unauthorized use of our intellectual property could make it more expensive to do business and harm our operating results. We cannot ensure that our intellectualproperty rights are sufficient to protect our competitive advantages or that any particular patent, copyright or trademark is valid and enforceable, and all patents ultimatelyexpire. In addition, the laws of some foreign countries may not protect our intellectual property rights to the same extent as the laws in the U.S., or at all. Any significantimpairment of our intellectual property rights could harm our business or our ability to compete.

Many companies, including those in the computer and financial services industries own large numbers of patents, copyrights, and trademarks and sometimes filelawsuits based on allegations of infringement or other violations of intellectual property rights. In addition, there has been a proliferation of patents applicable to these industriesand a substantial increase in the number of such patent applications filed. Under current law, U.S. patent applications typically remain secret for 18 months or, in some cases,until a patent is issued. Because of technological changes in these industries, patent coverage, and the issuance of new patents, it is possible certain components of our productsand services may unknowingly infringe existing patents or other intellectual property rights of others. Although we have taken steps to protect ourselves, there can be noassurance that we will be aware of all patents, copyrights or trademarks that may pose a risk of infringement by our products and services. Generally, it is not economicallypracticable to determine in advance whether our products or services may infringe the present or future rights of others.

Accordingly, we may face claims of infringement or other violations of intellectual property rights that could interfere with our ability to use intellectual property ortechnology that is material to our businesses. In addition, restrictions on the distribution of some of the market data generated by our brokerage desks could limit thecomprehensiveness and quality of the data we are able to distribute or sell. The number of such third-party claims may grow. Our technologies may not be able to withstandsuch third-party claims or rights against their use.

We may have to rely on litigation to enforce our intellectual property rights, protect our trade secrets, determine the validity and scope of the rights of others ordefend against claims of infringement or invalidity. Any such claims or litigation, whether successful or unsuccessful, could result in substantial costs, and the diversion ofresources and the attention of management, any of which could materially negatively affect our businesses. Responding to these claims could also require us to enter into royaltyor licensing agreements with the third parties claiming infringement, stop selling or redesign affected products or services or pay damages on our own behalf or to satisfyindemnification commitments with our customers. Such royalty or licensing agreements, if available, may not be available on terms acceptable to us, and may negatively affectour business, financial condition, results of operations and prospects.

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If our licenses from third parties are terminated or adversely changed or amended or contain material defects or errors, or if any of these third partieswere to cease doing business or if products or services offered by third parties were to contain material defects or errors, our ability to operate our businesses may bematerially adversely affected.

We license databases and software from third parties, much of which is integral to our systems and our businesses. The licenses are terminable if we breach ourobligations under the license agreements. If any material licenses were terminated or adversely changed or amended, if any of these third parties were to cease doing business orif any licensed software or databases licensed by these third parties were to contain material defects or errors, we may be forced to spend significant time and money to replacethe licensed software and databases, and our ability to operate our businesses may be materially adversely affected. Further, any errors or defects in third-party services orproducts (including hardware, software, databases, cloud computing and other platforms and systems) or in services or products that we develop ourselves, could result in errorsin, or a failure of our services or products, which could harm our businesses. Although we take steps to locate replacements, there can be no assurance that the necessaryreplacements will be available on acceptable terms, if at all. There can be no assurance that we will have an ongoing license to use all intellectual property which our systemsrequire, the failure of which could have a material adverse effect on our businesses, financial condition, results of operations and prospects.

IT Systems and Cyber-Security Risks

Defects or disruptions in our technology or services could diminish demand for our products and services and subject us to liability.

Because our technology, products and services are complex and use or incorporate a variety of computer hardware, software and databases, both developed in-houseand acquired from third party vendors, our technology, products and services may have errors or defects. Errors and defects could result in unanticipated downtime or failure,and could cause financial loss and harm to our reputation and our business. We have from time to time found defects and errors in our technology, products and service anddefects and errors in our technology, products or services may be detected in the future. In addition, our customers may use our technology, products and services inunanticipated ways that may cause a disruption for other customers. As we acquire companies, we may encounter difficulty in incorporating the acquired technologies, productsand services, and maintaining the quality standards that are consistent with our technology, products and services. Since our customers use our technology, products and servicesfor important aspects of their businesses and for financial transactions, any errors, defects, or disruptions in such technology, products and services or other performanceproblems with our technology, products and services could subject our customers to financial loss and hurt our reputation.

If we experience computer systems failures, delays in service, business interruptions or capacity constraints, our ability to conduct our business operationscould be materially harmed.

If we experience computer systems failures, delays in service, business interruptions or capacity constraints, our ability to conduct our business operations could beharmed. Our systems, networks, infrastructure and other operations, in particular our platforms and solutions, are vulnerable to impact or interruption from a wide variety ofcauses, including: irregular or heavy use of our platforms and related solutions during peak trading times or at times of increased market volatility, power or telecommunicationsfailures, acts of God or war, weather-related events, terrorist attacks, human error, natural disasters, fire, power loss, sabotage, hardware or software malfunctions or defects,malicious cyberattacks or cyber incidents, such as unauthorized access, ransomware, loss or destruction of data, computer viruses or other malicious code, intentional acts ofvandalism and similar events and the loss or failure of systems over which we have no control, such as loss of support services from critical third-party providers. Any system ornetwork failure that causes an interruption in products or services or decreases our responsiveness of our service, including failures caused by customer error or misuse of oursystems, could damage our reputation, businesses and brand name.

We support and maintain many of our computer systems and networks internally. Our failure to monitor or maintain these systems and networks or, if necessary, tofind a replacement for this technology in a timely and cost-effective manner, could have a material adverse effect on our ability to conduct our business operations.

Although all of our business critical systems have been designed and implemented with fault tolerant and/or redundant clustered hardware and diversely routednetwork connectivity, our redundant systems or disaster recovery plans may prove to be inadequate. Although we operate four geographically disparate main data centers, theycould be subject to failure due to environmental factors, power outage and other factors. We may be subject to system failures, delays in service, business interruptions andoutages which might impact our revenues and relationships with customers. In addition, we will be subject to risk in the event that systems of our customers, business partners,counterparties, vendors, and other third parties, including exchanges and clearing organizations, are subject to failures and outages.

We rely on various third parties for computer and communications systems, such as telephone companies, online service providers, cloud computing providers, dataprocessors, and software and hardware vendors. Our systems, or those of our third-party providers, may fail or operate slowly, causing one or more of the following, which maynot in all cases be covered by insurance:

• unanticipated disruptions in service to our customers;

• slower response times;

• delays in our customers’ trade executions;

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• failed settlement of trades;

• incomplete or inaccurate accounting, recording or processing of trades;

• financial losses;

• litigation or other customer claims; and

• regulatory actions.

In addition, high-profile system failures in the electronic financial services industry, whether or not involving us directly, could negatively impact our businesses. Ifsystem failures in the industry occur, it is possible that confidence in the electronic financial services industry could diminish, leading to materially decreased trading volumesand revenues.

Malicious cyber-attacks and other adverse events affecting our operational systems or infrastructure, or those of third parties, could disrupt ourbusinesses, result in the disclosure of confidential information, damage our reputation and cause losses or regulatory penalties.

Our businesses require us to process and monitor, on a daily basis, a very large number of transactions, many of which are highly complex, across numerous anddiverse markets in many currencies. Developing and maintaining our operational systems and infrastructure are challenging, particularly as a result of us and our clients enteringinto new businesses, jurisdictions and regulatory regimes, rapidly evolving legal and regulatory requirements and technological shifts. Our financial, accounting, data processingor other operating and compliance systems and facilities may fail to operate properly or become disabled as a result of events that are wholly or partially beyond our control,including malicious cyber-attack or other adverse events, which may adversely affect our ability to process these transactions or provide services or products.

In addition, our operations rely on the secure processing, storage and transmission of confidential and other information on our computer systems and networks.Although we take protective measures, such as software programs, firewalls and similar technology, to maintain the confidentiality, integrity and availability of our and ourcustomers’ information, and endeavor to modify these protective measures as circumstances warrant, the nature of cyber threats continues to evolve. As a result, our computersystems, software and networks may be vulnerable to unauthorized access, loss or destruction of data (including confidential customer information), account takeovers,unavailability or disruption of service, computer viruses, acts of vandalism, or other malicious code, cyber-attack and other adverse events that could have an adverse securityimpact. Despite the defensive measures we have taken, these threats may come from external forces, such as governments, nation-state actors, organized crime, hackers, andother third parties, including outsource or infrastructure-support providers and application developers, or may originate internally from within us. Given the high volume oftransactions, certain errors may be repeated or compounded before they are discovered and rectified.

We also face the risk of operational disruption, failure, termination or capacity constraints of any of the third parties that facilitate our business activities, includingvendors, customers, counterparties, exchanges, clearing agents, clearinghouses or other financial intermediaries. Such parties could also be the source of a cyber-attack on orbreach of our operational systems, network, data or infrastructure.

There have been an increasing number of cyber-attacks in recent years in various industries, including ours, and cyber-security risk management has been the subjectof increasing focus by our regulators. The techniques used in these attacks are increasingly sophisticated, change frequently and are often not recognized until launched. If oneor more cyber-attacks occur, it could potentially jeopardize the confidential, proprietary and other information processed and stored in, and transmitted through, our computersystems and networks, or otherwise cause interruptions or malfunctions in our, as well as our customers’ or other third parties’ operations, which could result in reputationaldamage, financial losses, customer dissatisfaction and/or regulatory penalties, which may not in all cases by covered by insurance. If an actual, threatened or perceived cyber-attack or breach of our security occurs, our clients could lose confidence in our platforms and solutions, security measures and reliability, which would materially harm ourability to retain existing clients and gain new clients. As a result of any such attack or breach, we may be required to expend significant resources to repair system, network orinfrastructure damage and to protect against the threat of future cyber-attacks or security breaches. We could also face litigation or other claims from impacted individuals aswell as substantial regulatory sanctions or fines.

The extent of a particular cyber- attack and the steps that we may need to take to investigate the attack may not be immediately clear, and it may take a significantamount of time before such an investigation can be completed and full and reliable information about the attack is known. While such an investigation is ongoing, we may notnecessarily know the full extent of the harm caused by the cyber-attack, and any resulting damage may continue to spread. Furthermore, it may not be clear how best to containand remediate the harm caused by the cyber-attack, and certain errors or actions could be repeated or compounded before they are discovered and remediated. Any or all of thesefactors could further increase the costs and consequences of a cyber-attack.

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Our regulators in recent years have increased their examination and enforcement focus on all matters of our businesses, especially matters relating to cyber-securitythreats, including the assessment of firms’ vulnerability to cyber-attacks. In particular, regulatory concerns have been raised about firms establishing effective cyber-securitygovernance and risk management policies, practices and procedures that enable the identification of risks, testing and monitoring of the effectiveness of such procedures andadaptation to address any weaknesses; protecting firm networks and information; data loss prevention, identifying and addressing risk associated with remote access to clientinformation and fund transfer requests; identifying and addressing risks associated with customers business partners, counterparties, vendors, and other third parties, includingexchanges and clearing organizations; preventing and detecting unauthorized access or activities; adopting effective mitigation and business continuity plans to timely andeffectively address the impact of cyber-security breaches; and establishing protocols for reporting cyber-security incidents. As we enter new jurisdictions or different productarea verticals, we may be subject to new areas of risk or to cyber-attacks in areas in which we have less familiarity and tools. A technological breakdown could also interferewith our ability to comply with financial reporting requirements. The SEC has issued guidance stating that, as a public company, we are expected to have controls andprocedures that relate to cybersecurity disclosure, and are required to disclose information relating to certain cyber-attacks or other information security breaches in disclosuresrequired to be made under the federal securities laws. While any insurance that we may have that covers a specific cyber-security incident may help to prevent our realizing asignificant loss from the incident, it would not protect us from the effects of adverse regulatory actions that may result from the incident or a finding that we had inadequatecyber-security controls, including the reputational harm that could result from such regulatory actions.

Additionally, data privacy is subject to frequently changing rules and regulations in countries where we do business. For example, the EU adopted a new regulationthat became effective in May 2018, the GDPR, which requires entities both in the European Economic Area and outside to comply with new regulations regarding the handlingof personal data. We are also subject to certain U.S. federal and state laws governing the protection of personal data. These laws and regulations are increasing in complexityand number. In addition to the increased cost of compliance, our failure to successfully implement or comply with appropriate processes to adhere to the GDPR and other lawsand regulations relating to personal data could result in substantial financial penalties for non-compliance, expose us to litigation risk and harm our reputation.

Natural Disasters, Weather-Related Events, Terrorist Attacks, and Other Disruptions to Infrastructure

Our ability to conduct our businesses may be materially adversely impacted by catastrophic events, including natural disasters, pandemics and otherinternational health emergencies, weather-related events, terrorist attacks, and other disruptions.

We may encounter disruptions involving power, communications, transportation or other utilities or essential services depended on by us or by third parties withwhom we conduct business. This could include disruptions as the result of natural disasters, pandemics, other international health emergencies, or weather-related or similarevents (such as fires, hurricanes, earthquakes, floods, landslides and other natural conditions including the effects of climate change), political instability, labor strikes orturmoil, or terrorist attacks. For example, during 2012, our own operations at that time in the northeastern U.S., and in particular New York City, were impacted by HurricaneSandy, in some cases significantly. Similarly, in 2017, 2018 and 2019, several parts of the U.S., including Texas, Florida, the Carolinas and Puerto Rico, sustained significantdamage from hurricanes and California sustained significant damage from wildfires and landslides. Additionally, Australia sustained significant damage from wildfires in recentyears. In 2020, China and other countries have experienced the spread of the coronavirus pandemic. Similar potential disruptions may occur in any of the locations in which we,our counterparties or our customers do business. We continue to assess the potential impact on our counterparties and customers of such events, and what impact, if any, theseevents could have on our businesses, financial condition, results of operations and prospects.

These disruptions may occur, for example, as a result of events affecting only the buildings in which we operate (such as fires), or as a result of events with a broaderimpact on the communities where those buildings are located. If a disruption occurs in one location and persons in that location are unable to communicate with or travel to orwork from other locations, our ability to service and interact with our customers and others may suffer, and we may not be able to successfully implement contingency plans thatdepend on communications or travel.

Such events can result in significant injuries and loss of life, which could result in material financial liabilities, loss of business and reputational harm. They can alsoimpact the availability and/or loss of commercial insurance policies for our businesses.

There can be no assurance that the disaster recovery and crisis management procedures we employ will suffice in any particular situation to avoid a significant loss.Given that our employees are increasingly mobile and less reliant on physical presence in our offices, our disaster recovery plans increasingly rely on the availability of theInternet (including “cloud” technology) and mobile phone technology, so the disruption of those systems would likely affect our ability to recover promptly from a crisissituation. Although we maintain insurance for liability, property damage and business interruption, subject to deductibles and various exceptions, no assurance can be given thatour businesses, financial condition, results of operations and prospects will not be materially negatively affected by such events in the future.

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Environmental Liabilities and Regulations; Climate Risks; Sustainability

Our operations are affected by federal, state and/or local environmental laws in the jurisdictions in which we maintain office space for our operations andwe may face liability with respect to environmental issues occurring at properties that we occupy.

We face additional costs from rising costs of environmental compliance, which make it more expensive to operate our corporate offices. Our operations are generallyconducted within leased office building space, and, accordingly, we do not currently anticipate that regulations restricting the emissions of greenhouse gases, or taxes that maybe imposed on their release, would result in material costs or capital expenditures. However, we cannot be certain about the extent to which such regulations will develop asthere are higher levels of understanding and commitments by different governments in the U.S. and around the world regarding risks related to the climate and how they shouldbe mitigated.

Low environmental, social and governance (“ESG”) or sustainability scores could result in reduced holdings or possibly the exclusion of our Class Acommon shares from consideration by certain investment funds, certain investors or customers.

Certain organizations that provide corporate governance and other corporate risk information to investors and shareholders have developed scores and ratings toevaluate companies and investment funds based upon ESG or “sustainability” metrics. Currently, there are no universal standards for such scores or ratings, but the importanceof sustainability evaluations is becoming more broadly accepted by investors and shareholders. Indeed, many potential customers or investment funds focus on positive ESGbusiness practices and sustainability scores when making investments or business decisions. In addition, certain investors, particularly certain institutional investors, use thesescores to benchmark companies against their peers and if a company is perceived as lagging, these investors may engage with companies to require improved ESG disclosure orperformance. Moreover, certain members of the broader investment community may consider a company’s ESG scores as a reputational or other factor in making an investmentor business decision. Consequently, low ESG scores could result in exclusion of our Company’s Class A common stock from consideration by certain investment funds, alowered amount of investments in the Company, reduced business opportunities for the Company, engagement by investors seeking to improve such scores.

Key Personnel and Employees

Our ability to retain our key employees and the ability of certain key employees to devote adequate time and attention to us are critical to the success of ourbusinesses, and failure to do so may materially adversely affect our businesses, financial condition, results of operations and prospects.

Our people are our most important resource. We must retain the services of our key employees and strategically recruit and hire new talented employees to attractcustomer transactions that generate most of our revenues.

Howard W. Lutnick, who serves as our Chief Executive Officer and as Chairman of us and Newmark, is also the Chairman of the Board, President and ChiefExecutive Officer of Cantor and President of CFGM, the managing partner of Cantor. Stephen M. Merkel, who serves as our Executive Vice President and General Counsel, isemployed as Executive Managing Director, General Counsel and Secretary of Cantor and Executive Vice President and Chief Legal Officer of Newmark. In addition, Messrs.Lutnick and Merkel also hold offices at various other affiliates of Cantor. These two key employees are not subject to employment agreements with us or any of oursubsidiaries. Our Board appointed Steven Bisgay as our Chief Financial Officer, effective January 1, 2020. Mr. Bisgay previously served as the Chief Financial Officer ofCantor. While Mr. Bisgay will no longer be involved in Cantor’s operating businesses, including its investment bank and broker-dealer. Mr. Bisgay will continue to overseeoverlapping functions such as bondholder, lender, and rating agency relations at Cantor and its affiliates, including Newmark.

Currently, Mr. Lutnick and Mr. Merkel each typically spends at least 50% of his time on our matters, and Mr. Bisgay is expected to spend a significant majority ofhis time on our matters. These percentages may vary depending on business developments at us or Newmark or Cantor or any of our or Cantor’s other affiliates. As a result,these key employees (and others in key executive or management roles whom we may hire from time to time) dedicate only a portion of their professional efforts to ourbusinesses and operations, and there is no contractual obligation for them to spend a specific amount of their time with us and/or Cantor and its affiliates. These key employeesmay not be able to dedicate adequate time and attention to our businesses and operations, and we could experience an adverse effect on our operations due to the demandsplaced on our management team by their other professional obligations. In addition, these key employees’ other responsibilities could cause conflicts of interest with us.

The BGC Holdings limited partnership agreement and the Newmark Holdings limited partnership agreement to the extent that our executive officers and employeescontinue to hold Newmark Holdings limited partnership units following the Spin-Off, which includes non-competition and other arrangements applicable to our key employeeswho are limited partners of BGC Holdings and/or Newmark Holdings, may not prevent our key employees, including Messrs. Lutnick, Merkel and Bisgay, whose employmentby Cantor is not subject to these provisions in the limited partnership agreement, from resigning or competing against us.

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In addition, our success has largely been dependent on the efforts of Mr. Lutnick and our President, Shaun Lynn, and other executive officers. Should Mr. Lutnickleave or otherwise become unavailable to render services to us, control of us would likely pass to Cantor, and indirectly pass to the then-controlling stockholder of CFGM(which is Mr. Lutnick), Cantor’s managing general partner, or to such other managing general partner as CFGM would appoint, and as a result control could remain with Mr.Lutnick. If any of our key employees were to join an existing competitor, form a competing company, offer services to Cantor or any affiliates that compete with our products,services or otherwise leave us, some of our customers could choose to use the services of that competitor or another competitor instead of our services, which could adverselyaffect our revenues and as a result could materially adversely affect our businesses, financial condition, results of operations and prospects.

Internal Controls

If we fail to implement and maintain an effective internal control environment, our operations, reputation and stock price could suffer, we may need torestate our financial statements, and we may be delayed or prevented from accessing the capital markets.

We are subject to the requirements of the Sarbanes-Oxley Act of 2002 and the applicable SEC rules and regulations that require an annual management report on ourinternal controls over financial reporting and an audit report by our independent registered public accounting firm on our internal controls. The management report includes,among other matters, management’s assessment of the effectiveness of our internal controls over financial reporting.

Internal controls over financial reporting, no matter how well designed, has inherent limitations. Therefore, controls determined to be effective can provide onlyreasonable assurance with respect to financial statement preparation and may not prevent or detect all misstatements. Due to the inherent limitations in all control systems, noevaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities thatjudgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individualacts of some persons, by collusion of two or more people, or by management override of the controls. Moreover, projections of any evaluation of effectiveness to future periodsare subject to the risk that controls may become inadequate due to changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Assuch, we could lose investor confidence in the accuracy and completeness of our financial reports, which may have a material adverse effect on our reputation and stock price.

Our ability to identify and remediate any material weaknesses in our internal controls over financial reporting could affect our ability to prepare financial reports in atimely manner, control our policies, procedures, operations, and assets, assess and manage our operational, regulatory, and financial risks, and integrate our acquired businesses.Similarly, we need to effectively manage any growth that we achieve in such a way as to ensure continuing compliance with all applicable control, financial reporting, and legaland regulatory requirements. Any failures to ensure full compliance with control and financial reporting requirements could result in restatement, delay or prevent us fromaccessing the capital markets, and harm our reputation and the market price for our Class A common stock.

Ongoing compliance with the Sarbanes-Oxley Act, as well as compliance with current and future regulatory control requirements, including those imposed orexpected to be imposed by the FCA or other international regulators, may require significant expenses and divert management resources from our operations and could require arestructuring of our internal controls over financial reporting. Any such expenses, time reallocations, or restructuring could be disruptive and have a material adverse effect onour businesses, financial condition, results of operations and prospects.

Seasonality

The financial markets in which we operate are generally affected by seasonality, which could have a material adverse effect on our results of operations ina given period.

Traditionally, the financial markets around the world experience lower volume during the summer and at the end of the year due to a general slowdown in thebusiness environment around holiday seasons, and, therefore, our transaction volume levels may decrease during those periods. The timing of local holidays also affectstransaction volumes. These factors could have a material effect on our results of operations in any given period.

The seasonality of our businesses makes it difficult to determine during the course of the year whether planned results will be achieved, and thus to adjust to changesin expectations. To the extent that we are not able to identify and adjust for changes in expectations or we are confronted with negative conditions that inordinately impactseasonal norms, our businesses, financial condition, results of operations and prospects could be materially adversely affected.

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Income Tax Regulations

We may be adversely affected by the impact of recent income tax regulations.

On December 22, 2017, the Tax Act, was signed into law in the U.S. During 2019, the Treasury and the IRS released proposed and finalized regulations associatedwith certain provisions of the Tax Act to provide taxpayers with clarifying guidance. Additional regulations are expected to be issued and/or finalized during 2020. Certainprovisions of the Tax Act, such as the reduction in the Federal income tax rate from 35% to 21%is expected to have a favorable impact on the Company’s effective tax rate andnet income as reported under U.S. GAAP in 2019 and subsequent reporting periods to which the Tax Act is effective, while other provisions, such as the Global Intangible LowTaxed Income (“GILTI”) is expected to have an unfavorable impact. We are continuing to evaluate the Tax Act and its requirements, as well as its application to our businessand impact on our effective tax rate. The impact of the Tax Act may differ from our estimate for the provision for income taxes, possibly materially, due to, among other things,changes in interpretations, additional guidance that may be issued, unexpected negative changes in business and market conditions that could reduce certain tax benefits, andactions taken by the Company as a result of the Tax Act.

OTHER GENERAL BUSINESS RISKS

General Market Conditions

Consolidation and concentration of market share in the banking, brokerage, exchange and financial services industries could materially adversely affectour businesses, financial condition, results of operations and prospects because we may not be able to compete successfully.

In recent years, there has been substantial consolidation and concentration of market share among companies in the banking, brokerage, exchange, and financialservices industries, resulting in increasingly large existing and potential competitors, and increased concentration in markets dominated by some of our largest customers. Inaddition, some of our large broker-dealer customers, such as Deutsche Bank, Barclays, and Credit Suisse, have announced plans to further reduce their sales and tradingbusinesses in fixed income, currency, and commodities. This is in addition to the drastic reductions in these businesses already completed by customers, including MorganStanley, UBS, and The Royal Bank of Scotland.

The combination of this consolidation and concentration of market share and the reduction by large customers of certain businesses may lead to increasedconcentration among our brokerage customers, which may reduce our ability to negotiate pricing and other matters with our customers and lower volumes. Additionally, thesales and trading global revenue market share has generally become more concentrated over the past five years among five of the top investment banks across equities, fixedincome, currencies, and commodities.

We also face existing and potential competition from large exchanges, which seek or may seek to migrate trading from the inter-dealer market to their own.Consolidation and concentration of market share are occurring in this area as well. For example, in recent years, CME acquired NEX; BATS Global Markets acquired theforeign-exchange trading venue, Hotspot, from KCG Holdings (“KCG”). KCG was itself acquired by Virtu in 2017, while BATS was acquired by CBOE. In early 2018, theIntercontinental Exchange acquired BondPoint, a provider of electronic fixed income trading solutions, from Virtu Financial. In addition, the Hong Kong Exchange and ClearingLimited acquired the London Metal Exchange; and ICE completed the acquisition of NYSE Euronext. Most recently, London Stock Exchange announced the acquisition ofRefinitiv in 2019, and this transaction is expected to close in the second half of 2020. In addition, in April of 2019, Tradeweb completed its initial public offering, which mayincrease their ability to hire and acquire in competition with us. Consolidation among exchanges may increase their financial resources and ability to compete with us.

Continued consolidation and concentration of market share in the financial services industry and especially among our customers could lead to the exertion ofadditional pricing pressure by our customers, impacting the commissions and spreads we generate from our brokerage services. Further, the consolidation and concentrationamong exchanges, and expansion by these exchanges into derivative and other non-equity trading markets, will increase competition for customer trades and place additionalpricing pressure on commissions and spreads. These developments have increased competition from firms with potentially greater access to capital resources than we have.Finally, consolidation among our competitors other than exchanges could result in increased resources and product or service offerings for our competitors. If we are not able tocompete successfully in the future, our businesses, financial condition, results of operations and prospects could be materially adversely affected.

Actions taken by central banks in major global economies may have a material negative impact on our businesses.

In recent years, policies undertaken by certain central banks, such as the U.S. Federal Reserve, the ECB, and the Bank of England, have involved quantitative easingor the buying and selling of currencies in the FX market. Quantitative easing involves open market transactions by monetary authorities to stimulate economic activity throughthe purchase of assets of longer maturity and has the effect of lowering interest rates further out on the yield curve.

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For example, as of December 25, 2019, the U.S. Federal Reserve held approximately $2.9 trillion worth of long-dated U.S. Treasury and Federal Agency securitieswhich are not being traded or hedged. This compares to $1.7 trillion at the beginning of 2011 and zero prior to September 2008. This has reduced volatility and volumes forlisted and OTC interest rate products in the U.S. Although the Federal Reserve has ceased purchases of assets with maturities of more than 12 months, it continues to holdsubstantially all of the long-dated securities purchased until their expiration dates. In addition, the Federal Reserve and other central banks may continue to use traditionalmethods to keep short-term interest rates low by historical standards.

Similarly, global FX volumes have been muted over various periods during the past several years, largely because low interest rates (themselves partially a result ofquantitative easing) in most major economies make carry-trade strategies less appealing for FX market participants. In addition, increased capital requirements for banks andother financial institutions are likely to result in increased holdings of government securities, and these holdings will be less likely to be traded or hedged, thus reducing furthertransaction volumes in those securities. Since the new capital requirements make it more expensive for the banks and other financial institutions to hold assets other thangovernment securities, the new requirements may also reduce their trading and hedging activities in corporate and asset-backed fixed income securities as well as in variousother OTC cash and derivative instruments. Moreover, many of our large bank customers have faced increasing regulatory scrutiny of their rates and FX businesses, and thismay negatively impact industry volumes. These central banking policies may materially adversely affect our businesses, particularly our rates and FX businesses.

The migration of OTC swaps to SEF markets may adversely impact volumes, liquidity and demand for our services in certain markets.

BGC Derivative Markets and GFI Swaps Exchange, our subsidiaries, began operating as SEFs on October 2, 2013. Both BGC Derivative Markets and GFI SwapsExchange received permanent registration approval from the CFTC as SEFs on January 22, 2016. Mandatory Dodd-Frank Act compliant execution on SEFs by eligible U.S.persons commenced in February 2014 for “made available to trade” products, and a wide range of other rules relating to the execution and clearing of derivative products havebeen finalized with implementation periods in 2016 and beyond.

Although we believe that BGC Derivative Markets and GFI Swaps Exchange are in compliance with applicable rules, no assurance can be given that this will alwaysbe the case, that the market for these products will not be less robust, that there may accordingly be less volume and liquidity in these markets, that there may be less demand forour services or the market in general or that the industry will not experience disruptions as customers or market participants transition to the rules associated with the Dodd-Frank Act. While we continue to have a compliance framework in place to comply with both existing and proposed rules and regulations, including any potential relaxation ofrules and regulations, our businesses in these products could be significantly reduced and our businesses, financial condition, results of operations and prospects could bematerially adversely affected by applicable regulations.

Even after the award of permanent registration status to our SEFs, we will incur significant additional costs, our revenues may be lower than in the pastand our financial condition and results of operations may be materially adversely affected by future events.

The Dodd-Frank Act mandated that certain cleared swaps (subject to an exemption from the clearing requirement) trade on either a SEF or DCM. SEF and DCMcore principles relate to trading and product requirements, compliance and audit-trail obligations, governance and disciplinary requirements, operational capabilities,surveillance obligations and financial information and resource requirements. While these principles may or may not be permanently enforced, we do know that we will besubject to a more complex regulatory framework going forward, and that there will be significant costs to prepare for and to comply with these ongoing regulatory requirementsand potential amendments. We will incur increased legal fees, personnel expenses and other costs, as we work to analyze and implement the necessary legal structure for fullcompliance with all applicable regulations. There will also be significant costs related to the development, operation and enhancement of our technology relating to tradeexecution, trade reporting, surveillance, compliance and back-up and disaster recovery plans designed to meet the requirements of the regulators.

In addition, it is not clear at this point what the impact of these rules and regulations will be on the markets in which we currently provide our SEF services. Duringthe continued implementation of the Dodd-Frank Act and related rules, the markets for cleared and non-cleared swaps may continue to be less robust, there may be less volumeand liquidity in these markets and there may be less demand for our services.

In November 2018, the CFTC issued proposed rules that would significantly revise CFTC Rule Part 37, which relates to SEFs. The proposed rules wouldsignificantly affect the trading of swaps and the facilities offering swaps trading by allowing for trading through “any means of interstate commerce” rather than the two (centrallimit order book and request for quote) methods prescribed under the current rules. The proposed rules may also expand the number and type of swaps required to be executedon SEFs. If these rules are passed, our SEFs will need to make numerous changes to facilitate trading under a new regulatory framework. A new CFTC Chairman was sworn inon July 15, 2019, and this change in leadership could impact these proposals.

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Certain banks and other institutions may continue to be limited in their conduct of proprietary trading and may be further limited from trading in certain derivatives.The new rules, including the proprietary trading restrictions for certain banks and other institutions, could materially impact transaction volumes and liquidity in these marketsand our businesses, financial condition, results of operations and prospects could be materially adversely impacted as a result.

If we fail to continue to qualify as a SEF under any of these conditions, we may be unable to maintain our position as a provider of execution and brokerage servicesin the markets for many of the OTC products for which we have traditionally acted as an intermediary. This would have a broad impact on us and could have a material adverseeffect on our businesses, financial condition, results operations and prospects.

Our commodities derivatives activities, including those related to electricity, natural gas and environmental interests, subject us to extensive regulation,potential catastrophic events and other risks that may result in our incurring significant costs and liabilities.

We engage in the brokerage of commodities derivatives, including those involving electricity and natural gas, and related products and indices. These activitiessubject us and our customers to extensive regulatory oversight, involving federal, state and local and foreign commodities, energy, environmental, and other governmental lawsand regulations and may result in our incurring significant costs and liabilities.

We or our clients may incur substantial costs in complying with current or future laws and regulations relating to our commodities-related activities, includingtrading of electricity, natural gas, and environmental interests. New regulation of OTC derivatives markets in the U.S. and similar legislation proposed or adopted abroad willimpose significant new costs and new requirements on the commodities derivatives activities of us and our customers. Therefore, the overall reputation of us or our customersmay be adversely affected by the current or future regulatory environment. Failure to comply with these laws and regulations may result in substantial civil and criminalpenalties and fines for market participants.

The commodities-related activities of us and our customers are also subject to the risk of unforeseen catastrophic events, many of which are outside of our control,which could result in significant liabilities for us or our customers. We may not be able to obtain insurance to cover these risks, and the insurance that we have may beinadequate to cover our liabilities. The occurrence of any of such events may prevent us from performing under our agreements with customers, may impair our operations, andmay result in litigation, regulatory action, negative publicity or other reputational harm, which could have a material negative effect on our businesses, financial condition,results of operations and prospects.

Insurance Brokerage Business

We face significant competitive pressures in the insurance brokerage business.

The insurance brokerage business is highly competitive and many insurance brokerage firms actively compete with us in one or more areas of our business. Firmsthat we compete with may have greater financial, technical and marketing resources, larger customer bases, greater name recognition, stronger presence in certain geographies,or more established relationships with their customers and suppliers than we have. In addition, new competitors in the insurance industry, alliances among competitors, ormergers of competitors could emerge and gain significant market share. Over the past decade, private equity sponsors have invested heavily in the insurance industry, creatingnew competitors and strengthening existing ones. The insurance industry continued to see robust market consolidation in 2019, and this trend could continue or accelerate in2020. If we fail to respond successfully to the competition we face, our insurance brokerage business, financial condition, results of operations and prospects could be negativelyaffected.

Our ability to retain senior insurance brokerage management and key brokers is critical to the success of our insurance brokerage business.

We rely upon the contributions of our senior insurance brokerage management team to manage the future growth of our insurance brokerage business. The loss ofany of these individuals could limit our ability to successfully execute our insurance brokerage business’ strategy or adversely affect our ability to retain existing and attract newclients. Across all of our insurance brokerage businesses, brokers and other employees are critical to developing and retaining client relationships as well as performing theservices on which our revenues are earned. Losing key brokers who manage or support substantial client relationships or possess substantial experience or expertise and/or themanagerial and other professionals who support them could adversely affect our ability to secure and complete client engagements. Additionally, if a key insurance broker oremployee were to join an existing competitor or form a competing company, some of our insurance brokerage clients could choose to use the services of that competitor insteadof our services. Competition for experienced insurance brokers and employees is intense, and we are constantly working to retain and attract these individuals. If we cannotsuccessfully do so, our insurance brokerage business, financial condition, results of operations and prospects could be negatively affected.

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We may be subject to errors and omissions and other claims.

Through our insurance brokerage business, we assist our insurance brokerage customers by placing insurance and reinsurance coverage and handling related claims.Errors and omissions (“E&O”) claims against us may allege our potential liability for damages arising from these services. E&O claims could include, for example, the failureof our employees, whether negligently or intentionally, to place coverage correctly or notify carriers of claims on behalf of clients or to provide insurance carriers with completeand accurate information relating to the risks being insured. While we provide regular trainings to all our insurance brokerage staff, have a client servicing team and haveinstituted a file review process with peer to peer checks, it is not always possible to prevent and detect errors and omissions. In addition, our insurance business is subject toother types of claims, litigation, and proceedings in the ordinary course of business, which along with E&O claims, may subject us to liability for monetary damages, negativepublicity or other reputational harm.

Regulatory/Legal

The financial services industry in which we operate is subject to significant regulation. We are subject to regulatory capital requirements on our regulatedbusinesses, and a significant operating loss or any extraordinary charge against capital could materially adversely affect our ability to expand or, depending upon themagnitude of the loss or charge, even to maintain the current level of our businesses.

Many aspects of our businesses, like those of other financial services firms, are subject to significant capital requirements. In the U.S., the SEC, FINRA, the CFTC,the NFA and various other regulatory bodies have stringent provisions with respect to capital applicable to the operation of brokerage firms, which vary depending upon thenature and extent of these entities’ activities. Five of our subsidiaries, BGCF, GFI Securities LLC, Fenics Execution LLC, Sunrise Brokers LLC and Mint are registered with theSEC and subject to the Uniform Net Capital Requirements. As a FCM, Mint is also subject to CFTC capital requirements. In December of 2018, BGCF submitted an applicationwith the CFTC to withdraw its FCM license which was approved. BGCF now conducts its business as an Introducing Broker registered with the NFA. BGCF is also a memberof the FICC, which imposes capital requirements on its members. We also hold a 49% limited partnership interest in Aqua, a U.S. registered broker-dealer and ATS. Theseentities are subject to SEC, FINRA, CFTC and NFA net capital requirements. In addition, our SEFs, BGC Derivative Markets and GFI Swaps Exchange, are required tomaintain financial resources to cover operating costs for at least one year, keeping at least enough cash or highly liquid securities to cover six months’ operating costs.

Our international operations are also subject to capital requirements in their local jurisdictions. BGC Brokers L.P., BGC European Holdings, L.P, GFI BrokersLimited, GFI Securities Limited and Sunrise Brokers LLP, which are based in the U.K., are currently subject to capital requirements established by the FCA. The FCA appliesstringent provisions with respect to capital applicable to the operation of these brokerage firms, which vary depending upon the nature and extent of their activities. EUpolicymakers have introduced a new capital regime applicable to EU Investment Firms. Its impact will be dependent on further legislative changes in the next few years, with aphased implementation from June 2021 onwards and on the extent in which the U.K. wishes to deviate from EU legislation after the end of the Brexit transition period.

In addition, the majority of our other foreign subsidiaries are subject to similar regulation by the relevant authorities in the jurisdictions in which they do business,such as Australia, France and Hong Kong. These regulations often include minimum capital requirements, which are subject to change. Further, we may become subject tocapital requirements in other foreign jurisdictions in which we currently operate or in which we may enter.

We expect to continue to maintain levels of capital in excess of regulatory minimums. Should we fail to maintain the required capital, we may be required to reduceor suspend our brokerage operations during the period that we are not in compliance with capital requirements, and may be subject to suspension or revocation of registration orwithdrawal of authorization or other disciplinary action from domestic and international regulators, which would have a material adverse effect on us. In addition, should we failto maintain the capital required by clearing organizations of which we are a member, our ability to clear through those clearing organizations may be impaired, which maymaterially adversely affect our ability to process trades.

If the capital rules are changed or expanded, or if there is an unusually large charge against capital, our operations that require the intensive use of capital would belimited. Our ability to withdraw capital from our regulated subsidiaries is subject to restrictions, which, in turn, could limit our ability to pay our indebtedness and otherexpenses, dividends on our Class A common stock, and distributions on our BGC Holdings limited partnership interests, and to repurchase shares of our Class A common stockor purchase BGC Holdings limited partnership interests or other equity interests in our subsidiaries, including from Cantor, our executive officers, other employees, partners andothers, and pursue strategic acquisitions or other growth opportunities. It is possible that capital requirements may also be relaxed as a result of future changes in U.S.regulation, although no assurance can be given that such changes will occur. We cannot predict our future capital needs or our ability to obtain additional financing. Noassurance can be given that required capital levels will remain stable or that we will not incur substantial expenses in connection with maintaining current or increased capitallevels or engaging in business restructurings or other activities in response to these requirements.

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In addition, financial services firms such as ours are subject to numerous conflicts of interests or perceived conflicts, including for example principal trading andtrading to make markets. We have adopted various policies, controls and procedures to address or limit actual or perceived conflicts, and we will regularly seek to review andupdate our policies, controls and procedures. However, these policies, controls and procedures may result in increased costs and additional operational personnel. Failure toadhere to these policies, controls and procedures may result in regulatory sanctions or customer claims.

Our businesses, financial condition, results of operations and prospects could be materially adversely affected by new laws, rules or regulations or bychanges in existing law, rules or regulations or the application thereof.

The financial services industry, in general, is heavily regulated. Proposals for additional legislation further regulating the financial services industry are periodicallyintroduced in the U.S., the U.K., the EU and other geographic areas. Moreover, the agencies regulating the financial services industry also periodically adopt changes to theirrules and regulations, particularly as these agencies have increased the focus and intensity of their regulation of the financial services industry.

Changes in legislation and in the rules and regulations promulgated by the SEC, FINRA, the CFTC, the NFA, the U.S. Treasury, the FCA, the EuropeanCommission, ESMA and other domestic and international regulators and self-regulatory organizations, as well as changes in the interpretation or enforcement of existing lawsand rules, often directly affect the method of operation and profitability of brokerage and could result in restrictions in the way we conduct our businesses. For example, the U.S.Congress, the U.S. Treasury, the Board of Governors of the Federal Reserve System, the SEC and the CFTC are continuing to review the nature and scope of their regulationand oversight of the government securities markets and U.S. securities and derivative markets. Furthermore, in Europe, MiFID II was implemented in January 2018. MiFID IIrequires a significant part of the market in these instruments to trade on trading venues subject to pre- and post- trade transparency regimes and non-discriminatory fee structuresand access. In addition, it has had a particularly significant impact in a number of key areas, including corporate governance, transaction reporting, technology synchronization,best execution and investor protection. MiFID II also introduced a new regulated execution venue category to accompany the existing Multilateral Trading Facility regime. Thenew venue category is known as an OTF, and it captures much of the voice and hybrid trading in EU. Certain of our existing EU derivatives and fixed income executionbusiness now take place on OTFs, and we currently operate one OTF for each of the U.K.-regulated entities, one in France at Aurel BGC and one MTF under GFI SecuritiesLimited. In 2019, a new European Commission took office which may over the course of its five-year mandate or introduce new legislative proposals for the financial servicessector. This is expected to include a legislative review of MIFID, which will start this year. After the Brexit transition period, the U.K. may introduce new Financial Serviceslegislation, which could deviate from EU legislation. The uncertainties resulting from the possibility of additional legislation and/or regulation could materially adversely impactour businesses. Failure to comply with any of these laws, rules or regulations could result in fines, penalties, restrictions or limitations on business activity, suspension orexpulsion from the industry, any of which could have a material adverse effect upon us. The European Commission’s CSD regulation (“CSDR”) introduces mandatory buy-insfor transactions where the seller fails to deliver the instrument contracted for in February 2021 to all transactions settled on an EU CSD. Market participants have warned forpossible risks this may pose to market liquidity. There may also be some specific risks associated with the Matched Principal trading model. These risks are currently beingaddressed by various industry bodies.

Similarly, while the Volcker Rule will not apply directly to us, the Volcker Rule may have a material impact on many of the banking and other institutions withwhich we do business or compete. There may be a continued uncertainty regarding the application of the Volcker Rule, its impact on various affected businesses, how thosebusinesses will respond to it, and the effect that it will have on the markets in which we do business.

Other regulatory initiatives include Basel III (or the Third Basel Accord), a global regulatory standard on bank capital adequacy, stress testing and market liquidityrisk introduced by bank regulators in most, if not all, of the world’s major economies. Basel III is designed to strengthen bank capital requirements and introduces newregulatory requirements on bank liquidity and bank leverage. The ongoing adoption of these rules could restrict the ability of our large bank and brokerage customers to operateproprietary trading businesses and to maintain current capital market exposures under the present structure of their balance sheets, and will cause these entities to need to raiseadditional capital in order to stay active in our marketplaces. Meanwhile, global “Basel IV” standards will be implemented across the globe in the years to come. The EuropeanCommission is expected to publish additional legislative proposals in 2020. As a result, their businesses, results of operations, financial condition or prospects could bematerially adversely affected, which might cause them to do less business. Such potential impact could materially adversely affect our revenues and profitability.

Further, the authorities of the U.K. and certain EU countries may from time to time institute changes to tax law that, if applicable to us, could have a material adverseeffect on our businesses, financial condition, results of operations and prospects. Similarly, the U.S. has proposed a series of changes to U.S. tax law, some of which could applyto us. It is not possible to predict if any of these new provisions will be enacted or, if they are, what form they may take. It is possible that one or more of such provisions couldnegatively impact our costs and our effective tax rate, which would affect our after-tax earnings. If any of such changes to tax law were implemented and/or deemed to apply tous, they could have a material adverse effect on our businesses, financial condition, results of operations and prospects, including on our ability to attract, compensate and retainbrokers, salespeople, managers, and other professionals.

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Republican Party control of both the U.S. Presidency and Senate could result in changes in legislation, regulations and priorities, including a freeze and review ofpending regulations and possible revisions or relaxation of other regulations or initiatives, while Democratic Party control of the U.S. House of Representatives could result ingovernment shutdowns and policy disagreements with the President and Senate preventing the adoption of new legislation. Democratic Party control of both houses of Congressand the U.S. Presidency could result in new regulations. While we continue to have a compliance framework in place to comply with both existing and proposed rules andregulations, it is possible that the existing regulatory framework may be amended, which amendments could have a positive or negative impact on our businesses, financialcondition, results of operations and prospects.

We believe that uncertainty and potential delays around the final form that such new laws and regulations might take may negatively impact trading volumes incertain markets in which we transact. Increased capital requirements may also diminish transaction velocity. We believe that it remains premature to know conclusively thespecific aspects of the U.S., U.K. and EU proposals which may directly impact our businesses as some proposals have not yet been finalized and others which have beenproposed remain subject to further debate. Additionally, unintended consequences of the laws, rules and regulations may adversely affect us in ways yet to be determined. Weare unable to predict how any of these new laws, rules, regulations and proposals will be implemented or in what form, or whether any additional or similar changes to laws,rules or regulations, including the interpretation or implementation thereof, will occur in the future. Any such action could affect us in substantial and unpredictable ways andcould have a material adverse effect on our businesses, financial condition, results of operations and prospects.

Extensive regulation of our businesses restricts and limits our operations and activities and results in ongoing exposure to potential significant costs andpenalties, including fines, sanctions, enhanced oversight, increased financial and capital requirements, and additional restrictions or limitations on our ability toconduct or grow our businesses.

The financial services industry, including our businesses, is subject to extensive regulation, which is very costly. The requirements imposed by regulators aredesigned to ensure the integrity of the financial markets and to protect customers and other third parties who deal with us and are not designed to protect the holders of ourstock, notes or other securities. These regulations will often serve to restrict or limit our operations and activities, including through capital, customer protection and marketconduct requirements.

Our businesses are subject to regulation by governmental and self-regulatory organizations in the jurisdictions in which we operate around the world. Many of theseregulators, including U.S. and non-U.S. government agencies and self-regulatory organizations, as well as state securities commissions in the U.S., are empowered to bringenforcement actions and to conduct administrative proceedings and examinations, inspections, and investigations, which may result in costs, penalties, fines, enhancedoversight, increased financial and capital requirements, restrictions or limitations, and censure, suspension, or expulsion. Self-regulatory organizations such as FINRA and theNFA, along with statutory bodies such as the SEC, the CFTC, and the FCA, and other international regulators, require strict compliance with their rules and regulations.

Firms in the financial services industry, including us, have experienced increased scrutiny in recent years, and penalties, fines and other sanctions sought byregulatory authorities, including the SEC, the CFTC, FINRA, the NFA, state securities commissions and state attorneys general in the U.S., and the FCA in the U.K. and otherinternational regulators, have increased accordingly. This trend toward a heightened regulatory and enforcement environment can be expected to continue for the foreseeablefuture, and this environment may create uncertainty. From time to time, we have been and are subject to periodic examinations, inspections and investigations, includingperiodic risk assessment and related reviews of our U.K. group. As a result of such reviews, we may be subject to increased monitoring and be required to include or enhancecertain regulatory structures and frameworks in our operating procedures, systems and controls.

Increasingly, the FCA has developed a practice of requiring senior officers of regulated firms to provide individual attestations or undertakings as to the status of thefirm’s control environment, compliance with specific rules and regulations, or the completion of required tasks. Officers of BGC Brokers L.P. and GFI Brokers Limited havegiven such attestations or undertakings in the past and may do so again in the future. Similarly, the FCA can seek a voluntary requirement notice, which is a voluntaryundertaking on behalf of a firm that is made publicly available on the FCA’s website. The SMCR came into effect in the U.K. on December 9, 2019. Accountabilityrequirements will fall on senior managers, and a wider population of U.K. staff will be subject to certification requirements. SMCR will likely increase the cost of compliance,and will potentially increase financial penalties for non-compliance. These activities have resulted, and may in the future result, in significant costs and remediation expenses,and possible disciplinary actions by the SEC, the CFTC, the FCA, self-regulatory organizations and state securities administrators and have impacted, and may impact in thefuture, our acquisitions of regulated businesses or entry into new business lines.

The financial services industry in general faces potential regulatory, litigation and/or criminal risks that may result in damages or fines or other penaltiesas well as costs, and we may face damage to our professional reputation and legal liability if our products and services are not regarded as satisfactory, our employeesdo not adhere to all applicable legal and professional standards, or for other reasons, all of which could have a material adverse effect on our businesses, financialcondition, results of operations and prospects.

Many aspects of our current businesses involve substantial risks of liability. The expansion of our businesses, including into new areas, imposes additional risks ofliability.

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In the normal course of business, we have been a party to investigations, administrative proceedings, lawsuits, arbitrations and other actions involving primarilyclaims for damages. In certain circumstances, we could also face potential criminal investigations, enforcement actions or liability, including fines or other penalties.Examinations, inspections, regulatory inquiries and subpoenas or other requests for information or testimony may cause us to incur significant expenses, including fees for legalrepresentation and other professional advisors and costs associated with document production and remediation efforts. Such regulatory, legal or other actions may also bedirected at certain executives or employees who may be critical to our businesses or to particular brokerage desks. The risks associated with such matters often may be difficultto assess or quantify, and their existence and magnitude often remain unknown for substantial periods of time.

A settlement of, or judgment related to, any such matters could result in regulatory, civil or criminal liability, fines, penalties, restrictions or limitations on ouroperations and activities and other sanctions and could otherwise have a material adverse effect on our businesses, results of operations, financial condition and prospects. Anysuch action could also cause us significant reputational harm, which, in turn, could seriously harm us. In addition, regardless of the outcome of such matters, we may incursignificant legal and other costs, including substantial management time, dealing with such matters, even if we are not a party to the litigation or a target of the inquiry. Forexample, in September 2019, the Company settled investigations conducted jointly by the CFTC and the NYAG which alleged that certain emerging markets foreign exchangeoptions (EFX options) brokers in the U.S. misrepresented that certain prices posted to their electronic platform were immediately executable when in fact they were not and thatsuch brokers had communicated that matches had occurred when they had not. We have agreed to pay certain financial penalties in connection with the settlements and haveagreed to a monitor for two years to assess regulatory compliance for certain of our businesses.

We depend to a large extent on our relationships with our customers and our reputation for integrity and high-caliber professional services to attract and retaincustomers. We are subject to the risk of failure of our employees to comply with applicable laws, rules and regulations or to be adequately supervised by their managers, and tothe extent that such individuals do not meet these requirements, we may be subject to the risk of fines or other penalties as well as reputational risk. As a result, if our customersare not satisfied with our products or services, or our employees do not adhere to all applicable legal and professional standards, such matters may be more damaging to ourbusinesses than to other types of businesses. Significant regulatory action or substantial legal liability against us could have a material adverse effect on our businesses, financialcondition, results of operations and prospects, or cause significant reputational damage to us, which could seriously harm us.

Competition

Because competition for the services of brokers, salespeople, managers, and other professionals, in the financial services industry is intense, it could affectour ability to attract and retain a sufficient number of highly skilled brokers or other professional services personnel, in turn adversely impacting our revenues,resulting in a material adverse effect on our businesses, financial condition, results of operations and prospects.

Our ability to provide high-quality brokerage and other professional services and maintain long-term relationships with our customers depends, in large part, uponour brokers, salespeople, managers, and other professionals. As a result, we must attract and retain highly qualified personnel.

In recent years, we have significantly grown the number of brokers, etc. in our businesses through new hires and acquisitions of existing businesses, and we expectto continue to do so in the future. Competition for talent is intense, especially for brokers with experience in the specialized businesses in which we participate or we may seekto enter. If we are unable to hire or retain highly qualified professionals, including retaining those employed by businesses we acquire in the future, we may not be able to enternew brokerage markets or develop new products or services. If we lose one or more of our brokers in a particular market in which we participate, our revenues may decrease andwe may lose market share.

In addition, recruitment and retention of qualified professionals could result in substantial additional costs. We have been and are currently a party to, or otherwiseinvolved in, several lawsuits and arbitrations involving competitor claims in connection with employee hires and/or departures. We may also pursue our rights through litigationwhen competitors hire our employees who are under contract with us. We believe such proceedings are common in the financial services industry due to its highly competitivenature. An adverse settlement or judgment related to these or similar types of claims could have a material adverse effect on our businesses, financial condition, results ofoperations and prospects. Regardless of the outcome of these claims, we generally incur significant costs and substantial management time in dealing with them.

If we fail to attract new personnel, or fail to retain and motivate our current personnel, or if we incur increased costs or restrictions associated with attracting andretaining personnel (such as lawsuits, arbitrations, sign-on or guaranteed bonuses or forgivable loans), our businesses, financial condition, results of operations and prospectscould be materially adversely affected.

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We face strong competition from brokerages, exchanges, and other financial services firms, many of which have greater market presence, marketingcapabilities and financial, technological and personnel resources than we have, which could lead to pricing pressures that could adversely impact our revenues and asa result could materially adversely affect our businesses, financial condition, results of operations and prospects.

The financial services industry is intensely competitive, and is expected to remain so. We primarily compete with three major, diversified inter-dealer brokers andfinancial intermediaries. These include NEX (formerly known as ICAP, and was acquired by CME in 2018), TP ICAP (formerly known as Tullett) and Compagnie FinanciereTradition (which is majority owned by Viel & Cie) (“Tradition”), TP ICAP and Tradition are currently publicly traded companies. Other inter-dealer broker and financialintermediary competitors include a number of smaller, privately held firms that tend to specialize in specific products and services or geographic areas.

We also compete with companies that provide alternative products and services, such as contracts traded on futures exchanges, and trading processes, such as thedirect dealer-to-dealer market for government securities and stock exchange markets for corporate equities, debt and other securities. We increasingly compete, directly orindirectly, with exchanges for the execution of trades in certain products, mainly in derivatives such as futures, swaps, options and options on futures. Certain exchanges havemade and will likely continue to make attempts to move certain OTC-traded products to exchange-based execution, or to create listed derivatives products that mimic thequalities of similar OTC-traded products. We also compete with consortia, which are created or funded from time to time by banks, broker-dealers and other companiesinvolved in financial services, such as Refinitiv, the financial data firm co-owned by the Blackstone Group LP, and Thomson Reuters Corporation, to compete in variousmarkets with exchanges and inter-dealer brokers. We may compete in OTC-traded products with platforms, such as those owned by MarketAxess Holdings Inc. and TradewebMarkets, in fixed income products or various OTC FX platforms owned by exchanges such as BATS and Deutsche Börse. In addition, financial data and information firms suchas Refinitiv and Bloomberg L.P. operate trading platforms for both OTC and listed products, and may attempt to compete with us for trade execution in the future.

Some of our competitors have greater market presence, marketing capabilities and financial, technological and personnel resources than we have and, as a result, ourcompetitors may be able to:

• develop and expand their network infrastructures and product and service offerings more efficiently or more quickly than we can;

• adapt more swiftly to new or emerging technologies and changes in customer requirements;

• identify and consummate acquisitions and other opportunities more effectively than we can;

• hire our brokers, salespeople, managers and other professionals;

• devote greater resources to the marketing and sale of their products and services;

• more effectively leverage existing relationships with customers and strategic partners or exploit more recognized brand names to market and sell theirproducts and services;

• provide a lower cost structure and lower commissions and fees;

• provide access to trading in products or a range of products that at any particular time we do not offer; and

• develop services that are preferred by our customers.

In addition, new competitors may emerge, and our product and service lines may be threatened by new technologies or market trends that reduce the value of ourexisting product and service lines. If we are not able to compete successfully in the future, our revenues could be adversely impacted, and as a result our businesses, financialcondition, results of operations and prospects could be materially adversely affected.

Competition for financial brokerage transactions also has resulted in substantial commission discounting by brokers that compete with us for business. Furtherdiscounting could adversely impact our revenues and margins and as a result could materially adversely affect our businesses, financial condition, results of operations andprospects.

Our operations also include the sale of pricing and transactional data and information produced by our brokerage operations to securities information processorsand/or vendors. There is a high degree of competition in pricing and transaction reporting products and services, and such businesses may become more competitive in thefuture. Competitors and customers of our financial brokerage businesses have together and individually offered market data and information products and services incompetition with those offered and expected to be offered by us.

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International Operations Risks

We are generally subject to various risks inherent in doing business in the international financial markets, in addition to those unique to the regulatedbrokerage industry, and any failure to identify and manage those risks could materially adversely affect our businesses, financial condition, results of operations andprospects.

We currently provide products and services to customers in many foreign countries, and we may seek to further expand our operations into additional jurisdictions.On a consolidated basis, revenues from foreign countries were approximately $1.5 billion, or more than 70% of total revenues for the year ended December 31, 2019. In manycountries, the laws and rules and regulations applicable to the financial services industry are uncertain and evolving, and it may be difficult for us to determine the exactrequirements of local regulations in every jurisdiction. Our inability to remain in compliance with local laws and rules and regulations in a particular foreign jurisdiction couldhave a significant and negative effect not only on our businesses in that market but also on our reputation generally. If we are unable to manage any of these risks effectively,our businesses, financial condition, results of operations and prospects could be adversely affected.

There are also certain additional political, economic, legal, operational and other risks inherent in doing business in international financial markets, particularly in theregulated financial services industry. These risks include:

• less developed automation in exchanges, depositories and national clearing systems;

• additional or unexpected changes in regulatory requirements, capital requirements, tariffs and other trade barriers;

• the impact of the laws, rules and regulations of foreign governmental and regulatory authorities of each country in which we conduct business, includinginitiatives such as Brexit;

• possible nationalization, expropriation and regulatory, political and price controls;

• difficulties in staffing and managing international operations;

• capital controls, exchange controls and other restrictive governmental actions;

• failure to develop effective compliance and reporting systems, which could result in regulatory penalties in the applicable jurisdiction;

• fluctuations in currency exchange rates;

• reduced protections for intellectual property rights;

• adverse labor and employment laws, including those related to compensation, tax, health insurance and benefits, and social security;

• outbreak of hostilities or mass demonstrations, pandemics, etc.; and

• potentially adverse tax consequences arising from compliance with foreign laws, rules and regulations to which our international businesses are subjectand the repatriation of overseas earnings.

Credit Risk

Credit ratings downgrades or defaults by us, Cantor or another large financial institution could adversely affect us or financial markets generally.

The commercial soundness of many financial institutions may be closely interrelated as a result of interconnectedness arising from credit, trading, clearing or otherrelationships between the institutions. A default by one of our customers could lead to liquidity concerns in our business and, to the extent that Cantor or another entity thatclears for us has difficulty meeting capital requirements or otherwise meeting its obligations, we may need to provide our own liquidity.

As a result, concerns about, or a default or threatened default by, one institution could lead to significant market-wide liquidity problems, losses or defaults by otherinstitutions. This is sometimes referred to as “systemic risk” and may adversely affect financial intermediaries, such as clearing agencies, clearing houses, banks, securities firmsand exchanges, with which we transact on a regular basis, and therefore could adversely affect us. Similarly, our vendors, including insurance companies and other providers,are subject to normal business risks as well as risks related to changes in U.S. and international economic and market conditions. Failure of any of these vendor institutionscould also materially, adversely affect us.

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Our credit ratings and associated outlooks are critical to our reputation and operational and financial success. Our credit ratings and associated outlooks areinfluenced by a number of factors, including: operating environment, regulatory environment, earnings and profitability trends the rating agencies’ view of our funding andliquidity management practices, balance sheet size/composition and resulting leverage, cash flow coverage of interest, composition and size of the capital base, availableliquidity, outstanding borrowing levels, our competitive position in the industry, our relationships in the industry, including with Cantor, acquisitions or dispositions of assetsand other matters. Our credit ratings and/or the associated rating outlooks can be revised upward or downward at any time by a rating agency if such rating agency decidescircumstances of BGC or related companies warrant such a change. Any negative change or a downgrade in credit ratings and/or the associated rating outlooks could adverselyaffect the availability of debt financing on acceptable terms, as well as the cost and other terms upon which any such financing can be obtained. In addition, credit ratings andassociated outlooks may be important to customers or counterparties in certain markets and in certain transactions. Additional collateral may be required in the event of anegative change in credit ratings or rating outlooks.

Our activities are subject to credit and performance risks, which could result in us incurring significant losses that could materially adversely affect ourbusinesses, financial condition, results of operations and prospects.

Our activities are subject to credit and performance risks. For example, our customers and counterparties may not deliver securities to one of our operatingsubsidiaries which has sold those securities to another customer. If the securities due to be delivered have increased in value, there is a risk that we may have to expend our ownfunds in connection with the purchase of other securities to consummate the transaction. While we will take steps to ensure that our customers and counterparties have highcredit standings and that financing transactions are adequately collateralized, the large dollar amounts that may be involved in our broker-dealer and financing transactions couldsubject us to significant losses if, as a result of customer or counterparty failures to meet commitments, we were to incur significant costs in liquidating or covering our positionsin the open market.

We have adopted policies and procedures to identify, monitor and manage credit and market risks, in both agency and principal transactions, leveraging riskreporting and control procedures and by monitoring credit standards applicable to our customers and counterparties. These policies and procedures, however, may not be fullyeffective, particularly against fraud, unauthorized trading and similar incidents. Some of these risk management methods depend upon the evaluation of information regardingmarkets, customers, counterparties or other matters that are publicly available or otherwise accessible by us. That information may not, in all cases, be accurate, complete, up-to-date or properly evaluated. If our policies and procedures are not fully effective or we are not always successful in monitoring or evaluating the risks to which we are, or may be,exposed, our businesses, financial condition, results of operations and prospects could be materially adversely affected. In addition, our insurance policies do not providecoverage for these risks.

Transactions executed on a matched principal basis where the instrument has the same or similar characteristics to the counterparty may expose us to correlationrisk. In this case, the counterparty’s inability to meet its obligations will also result in the value of the instrument declining. For example, if we were to enter into a transaction tosell to a customer a bond or structured note where the issuer or credit support provider was such customer’s affiliate, the value of the instrument would decline in value intandem with the default. This correlation has the potential effect of magnifying the credit loss.

We are subject to financing risk because, if a transaction does not settle on a timely basis, the resulting unmatched position may need to be financed, either directlyby us or through one of the clearing organizations, at our expense. These charges may be recoverable from the failing counterparty, but sometimes they are not. In addition, ininstances where the unmatched position or failure to deliver is prolonged or widespread due to rapid or widespread declines in liquidity for an instrument, there may also beregulatory capital charges required to be taken by us, which, depending on their size and duration, could limit our business flexibility or even force the curtailment of thoseportions of our businesses requiring higher levels of capital. Credit or settlement losses of this nature could materially adversely affect our businesses, financial condition, resultsof operations and prospects.

Disruptions in the financial markets have also led to the exposure of several cases of financial fraud. If we were to have trading activity on an agency or principalbasis with an entity engaged in defrauding investors or counterparties, we could bear the risk that the counterparty would not have the financial resources to meet theirobligations, resulting in a credit loss. Similarly, we may engage in financial transactions with third parties that have been victims of financial fraud and, therefore, may not havethe financial resources to meet their obligations to us.

In agency transactions, we charge a commission for connecting buyers and sellers and assisting in the negotiation of the price and other material terms of thetransaction. After all material terms of a transaction are agreed upon, we identify the buyer and seller to each other and leave them to settle the trade directly. We are exposed tocredit risk for commissions, as we bill customers for our agency brokerage services. Our customers may default on their obligations to us due to disputes, bankruptcy, lack ofliquidity, operational failure or other reasons. Any losses arising from such defaults could materially adversely affect our businesses, financial condition, results of operationsand prospects.

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In emerging market countries, we primarily conduct our businesses on an agency and matched principal basis, where the risk of counterparty default,inconvertibility events and sovereign default is greater than in more developed countries.

We enter into transactions in cash and derivative instruments primarily on an agency and matched principal basis with counterparties domiciled in countries in LatinAmerica, Eastern Europe and Asia. Transactions with these counterparties are generally in instruments or contracts of sovereign or corporate issuers located in the same countryas the counterparty. This exposes us to a higher degree of sovereign or convertibility risk than in more developed countries. In addition, these risks may entail correlated risks. Acorrelated risk arises when the counterparty’s inability to meet its obligations also corresponds to a decline in the value of the instrument traded. In the case of a sovereignconvertibility event or outright default, the counterparty to the trade may be unable to pay or transfer payment of an instrument purchased out of the country when the value ofthe instrument has declined due to the default or convertibility event. The global financial crisis of recent years has heightened the risk of sovereign or convertibility events inemerging markets similar to the events that occurred in previous financial downturns. Our risk management function monitors the creditworthiness of emerging countries andcounterparties on an ongoing basis and, when the risk of inconvertibility or sovereign default is deemed to be too great, correlated transactions or all transactions may berestricted or suspended. However, there can be no assurance that these procedures will be effective in controlling these risks.

Concentration and Market Risk

The rates business is our largest product category, and we could be significantly affected by any downturn in the rates product market.

We offer our brokerage services in five broad product categories: rates, credit, FX, energy and commodities and equity and other asset classes. Our brokeragerevenues are strongest in our rates products, which accounted for approximately 30.2% of our total brokerage revenues on a consolidated basis for the year ended December 31,2019. While we focus on expanding and have successfully diversified our product offerings, we may currently be exposed to any adverse change or condition affecting the ratesproduct market. Accordingly, the concentration of our brokerage businesses on rates products subjects our results to a greater market risk than if we had more diversifiedproduct offerings.

Due to our current customer concentration, a loss of one or more of our significant customers could materially harm our businesses, financial condition,results of operations and prospects.

For the year ended December 31, 2019, on a consolidated basis, our top ten customers, collectively, accounted for approximately 30.1% of our total revenues. Wehave limited long-term contracts with certain of these customers. If we were to lose one or more of these significant customers for any reason, including as a result of furtherconsolidation and concentration in the financial services industry, and not be compensated for such loss by doing additional business with other customers or by adding newcustomers, our revenues would decline significantly and our businesses, financial condition, results of operations and prospects would materially suffer.

Our revenues and profitability could be reduced or otherwise materially adversely affected by pricing plans relating to commissions and fees on ourtrading platform.

We negotiate from time to time with certain customers (including many of our largest customers) to enter into customized volume discount pricing plans. While thepricing plans are designed to encourage customers to be more active on our Fully Electronic trade execution platform, they reduce the amount of commissions and fees payableto us by certain of our most active customers for certain products, which could reduce our revenues and constrain our profitability. From time to time, these pricing plans comeup for renewal. Failure of a number of our larger customers to enter into renewed agreements, or agreements on terms as favorable as existing agreements, could have a materialadverse effect on volumes on our Fully Electronic trade execution platform, the commissions payable to us, our revenues and our profitability.

Reduced spreads in pricing, levels of trading activity and trading through market makers and/or specialists could materially adversely affect ourbusinesses, financial condition, results of operations and prospects.

Computer-generated buy/sell programs and other technological advances and regulatory changes in the marketplace may continue to tighten securities spreads. Inaddition, new and enhanced alternative trading systems, such as electronic communications networks, have emerged as alternatives for individual and institutional investors, aswell as brokerage firms. As such systems do not direct trades through market makers, their use could result in reduced revenues for us or for our customers. In addition, reducedtrading levels could lead to lower revenues which could materially adversely affect our businesses, financial condition, results of operations and prospects.

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We have market risk exposure from unmatched principal transactions entered into by some of our desks, as well as holdings of marketable equitysecurities, which could result in losses and have a material adverse effect on our businesses, financial condition, results of operations, and prospects for any particularreporting period. In addition, financial fraud or unauthorized trading activity could also adversely impact our businesses, financial condition, results of operationsand prospects.

On a limited basis, our desks enter into unmatched principal transactions in the ordinary course of business to facilitate transactions, add liquidity, improve customersatisfaction, increase revenue opportunities and attract additional order flow or, in certain instances, as the result of an error. As a result, we have market risk exposure on theseunmatched principal transactions.

Market risk refers to the risk that a change in the level of one or more market prices, rates, indices or other factors will result in losses for a specified position. Wemay allow certain of our desks to enter into unmatched principal transactions in the ordinary course of business and hold long and short inventory positions. These transactionsare primarily for the purpose of managing proprietary positions, facilitating customer execution needs, adding liquidity to a market or attracting additional order flow. As aresult, we may have market risk exposure on these transactions. Our exposure varies based on the size of the overall position, the terms and liquidity of the instruments brokeredand the amount of time the position is held before we dispose of the position. Although we have limited ability to track our exposure to market risk and unmatched positions onan intra-day basis, we attempt to mitigate market risk on these positions by strict risk limits, extremely limited holding periods and active risk management, including hedgingour exposure. These positions are intended to be held short term, and generally to facilitate customer transactions. However, due to a number of factors, including the nature ofthe position and access to the market on which it trades, we may not be able to unwind the position and we may be forced to hold the position for a longer period thananticipated. All positions held longer than intra-day are marked to market.

Certain categories of trades settle for clearing purposes with CF&Co, one of our affiliates. CF&Co is a member of FINRA and the FICC, a subsidiary of theDepository Trust & Clearing Corporation. In addition, certain affiliated entities are subject to regulation by the CFTC, including CF&Co and BGC Financial. We, CF&Co, BGCFinancial and other affiliates act in a matched principal or principal capacity in markets by posting and/or acting upon quotes for our account. Such activity is intended, amongother things, to assist us, CF&Co and other affiliates in managing proprietary positions (including, but not limited to, those established as a result of combination trades anderrors), facilitating transactions, framing markets, adding liquidity, increasing commissions and attracting order flow.

From a risk management perspective, we monitor risk daily, on an end-of-day basis, and desk managers generally monitor such exposure on a continuous basis. Anyunmatched positions are intended to be disposed of in the short term. However, due to a number of factors, including the nature of the position and access to the markets onwhich we trade, we may not be able to match the position or effectively hedge its exposure and often may be forced to hold a position overnight that has not been hedged. To theextent these unmatched positions are not disposed of intra-day, we mark these positions to market. Adverse movements in the market values of assets or other referencebenchmarks underlying these positions or a downturn or disruption in the markets for these positions could result in a loss. In the event of any unauthorized trading activity orfinancial fraud that is not detected by management, it is possible that these unmatched positions could be outstanding for a long period. At the time of any sales and settlementsof these positions, the price we ultimately realize will depend on the demand and liquidity in the market at that time and may be materially lower than their current fair values. Inaddition, our estimates or determinations of the values of our various positions, assets or businesses are subject to the accuracy of our assumptions and the valuation models ormultiples used. Any principal losses and gains resulting from these positions could on occasion have disproportionate effects, negative or positive, on our businesses, financialcondition, results of operations and prospects for any particular reporting period.

In addition, in recent years we have had considerable holdings of marketable securities received by us as consideration for the sale of certain businesses. Theseholdings include the shares of common stock of Nasdaq that we received in exchange for a portion of our electronic benchmark Treasury platform. We may seek to manage themarket risk exposure inherent in such holdings by minimizing the effect of price changes on a portion of such holdings, including through the use of derivative contracts. Therecan, however, be no assurance that our hedging activities will be adequate to protect us against price risks associated with these holdings, or that the costs of such hedgingactivities will not be significant. Further, any such hedging activities and other risk management techniques may not be fully effective in mitigating our risk exposure in allmarket environments or against all types of risk, including unpredicted price movements, counterparty defaults or other risks that are unidentified or unanticipated. Any suchevents could have a material adverse effect on our businesses, financial condition, results of operations and prospects.

We may have equity investments or profit sharing interests in entities whose primary business is proprietary trading. These investments could expose us tolosses that could adversely affect our net income and the value of our assets.

We may have equity investments or profit sharing interests in entities whose primary business is proprietary trading. The accounting treatment applied for theseinvestments varies depending on a number of factors, including, but not limited to, our percentage ownership or profit share and whether we have any influence or control overthe relevant entity. Under certain accounting standards, any losses experienced by these entities on their investment activities could adversely impact our net income and thevalue of our assets. In addition, if these entities were to fail and cease operations, we could lose the entire value of our investment and the stream of any shared profits fromtrading.

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Other General Risks

Our operations are global and exchange rate fluctuations and international market events could materially adversely impact our businesses, financialcondition, results of operations and prospects.

Because our operations are global, we are exposed to risks associated with changes in FX rates. Changes in foreign currency rates create volatility in the U.S. dollarequivalent of revenues and expenses, in particular with regard to British Pounds and Euros. In addition, changes in the remeasurement of our foreign currency denominated netassets are recorded as part of our results of operations and fluctuate with changes in foreign currency rates. We monitor our net exposure in foreign currencies on a daily basisand hedge our exposure as deemed appropriate with major financial institutions. However, potential movements in the U.S. dollar against other currencies in which we earnrevenues could materially adversely affect our financial results.

Furthermore, our revenues derived from non-U.S. operations are subject to risk of loss from social or political instability, changes in government policies or policiesof central banks, downgrades in the credit ratings of sovereign countries, expropriation, nationalization, confiscation of assets and unfavorable legislative, politicaldevelopments, and other events in such non-U.S. jurisdictions. Revenues from the trading of non-U.S. securities may be subject to negative fluctuations as a result of the abovefactors. The impact of these fluctuations on our results could be magnified because generally non-U.S. trading markets, particularly in emerging market countries, are smaller,less liquid and more volatile than U.S. trading markets.

Employee misconduct, fraud, miscommunication or error could harm us by impairing our ability to attract and retain customers and subjecting us tosignificant financial losses, legal liability, regulatory sanctions and penalties and reputational harm; moreover, misconduct is difficult to detect and deter, and error isdifficult to prevent.

Employee misconduct, fraud or error could subject us to financial losses, legal liability, and regulatory sanctions and penalties and could seriously harm ourreputation and negatively affect us. Misconduct or fraud by employees could include engaging in improper or unauthorized transactions or activities, failing to properlysupervise other employees or improperly using confidential information.

Employee errors and miscommunication, including mistakes in executing, recording or processing transactions for customers, could cause us to enter intotransactions that customers may disavow and refuse to settle, which could expose us to the risk of material losses even if the errors and miscommunication are detected and thetransactions are unwound or reversed. If our customers are not able to settle their transactions on a timely basis, the time in which employee errors and miscommunication aredetected may be increased and our risk of material loss could be increased. The risk of employee error and miscommunication may be greater for products or services that arenew or have non-standardized terms.

It is not always possible to deter and detect employee misconduct or fraud or prevent errors and miscommunications. While we have various supervisory systemsand compliance processes and procedures in place, and seek to mitigate applicable risks, the precautions we take to deter and detect and prevent this activity may not beeffective in all cases.

Although portions of our compensation structure are variable, significant parts of our cost structure are fixed, and if our revenues decline and we areunable to reduce our costs in the amount that our revenues decline, our profitability could be materially adversely affected.

Although portions of our compensation structure are variable, significant parts of our cost structure are fixed. We base our overall cost structure on historical andexpected levels of demand for our products and services. If demand for these products and services and our resulting revenues decline, we may not be able to adjust our coststructure on a timely basis. If we are unable to reduce our costs in the amount that our revenues decline, our profitability could be materially adversely affected.

RISKS RELATED TO OUR CORPORATE AND PARTNERSHIP STRUCTURE

Corporate Structure

Because our voting control is concentrated among the holders of our Class B common stock, the market price of our Class A common stock may bematerially adversely affected by its disparate voting rights.

As of February 15, 2020, Cantor (including CFGM) beneficially owned all of the outstanding shares of our Class B common stock, representing approximately59.8% of our total voting power. In addition, Cantor has the right to exchange exchangeable partnership interests in BGC Holdings into additional shares of our Class Bcommon stock, and pursuant to an exchange agreement with us, Cantor has the right to exchange shares of our Class A common stock for additional shares of our Class Bcommon stock.

As long as Cantor beneficially owns a majority of our total voting power, it will have the ability, without the consent of the public holders of our Class A commonstock, to elect all of the members of our Board and to control our management and affairs. In addition, it will be able to determine the outcome of matters submitted to a vote ofour stockholders for approval and will be able to cause or prevent a change of control of us. In certain circumstances, such as when transferred to an entity controlled by Cantoror Mr. Lutnick, the shares of our Class B common stock issued to Cantor may be transferred without conversion to our Class A common stock.

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The holders of our Class A common stock and Class B common stock have substantially identical rights, except that holders of Class A common stock are entitled toone vote per share, while holders of Class B common stock are entitled to 10 votes per share on all matters to be voted on by stockholders in general. BGC Class B commonstock is controlled by Cantor and is not subject to conversion or termination by our Board or any committee thereof, or any other stockholder or third party. This differential inthe voting rights of our Class B common stock could adversely affect the market price of our Class A common stock.

Delaware law may protect decisions of our Board that have a different effect on holders of our Class A common stock and Class B common stock.

Stockholders may not be able to challenge decisions that have an adverse effect upon holders of our Class A common stock compared to holders of our Class Bcommon stock if our Board acts in a disinterested, informed manner with respect to these decisions, in good faith and in the belief that it is acting in the best interests of ourstockholders. Delaware law generally provides that a Board owes an equal duty to all stockholders, regardless of class or series, and does not have separate or additional dutiesto different groups of stockholders, subject to applicable provisions set forth in a corporation’s certificate of incorporation and general principles of corporate law and fiduciaryduties.

Delaware law, our corporate organizational documents and other requirements may impose various impediments to the ability of a third party to acquirecontrol of us, which could deprive investors in our Class A common stock of the opportunity to receive a premium for their shares.

We are a Delaware corporation, and the anti-takeover provisions of Delaware law impose various impediments to the ability of a third party to acquire control of us,even if a change of control would be beneficial to our Class A stockholders. Some provisions of the Delaware General Corporation Law (the “DGCL”), our restated certificateof incorporation, and our amended and restated bylaws could make the following more difficult:

• acquisition of us by means of a tender offer;

• acquisition of us by means of a proxy contest or otherwise; or

• removal of our incumbent officers and directors.

These provisions, summarized below, may discourage coercive takeover practices and inadequate takeover bids. These provisions may also encourage personsseeking to acquire control of us to first negotiate with our Board. We believe that the benefits of increased protection give us the potential ability to negotiate with the initiator ofan unfriendly or unsolicited proposal to acquire or restructure us and outweigh the disadvantages of discouraging those proposals because negotiation of them could result in animprovement of their terms.

Our amended and restated bylaws provide that special meetings of stockholders may be called only by the Chairman of our Board, or in the event the Chairman ofour Board is unavailable, by the Chief Executive Officer or by the holders of a majority of the voting power of our Class B common stock, which is held by Cantor and CFGM.In addition, our restated certificate of incorporation permits us to issue “blank check” preferred stock.

Our amended and restated bylaws require advance written notice prior to a meeting of our stockholders of a proposal or director nomination which a stockholderdesires to present at such a meeting, which generally must be received by our Secretary not later than 120 days prior to the first anniversary of the date of our proxy statementfor the preceding year’s annual meeting. In the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice bythe stockholder to be timely must be so delivered not later than the close of business on the later of the 120th day prior to the date of such proxy statement or the tenth dayfollowing the day on which public announcement of the date of such meeting is first made by us. Our bylaws provide that all amendments to our bylaws must be approved byeither the holders of a majority of the voting power of all of our outstanding capital stock entitled to vote or by a majority of our Board.

We are subject to Section 203 of the DGCL. In general, Section 203 of the DGCL prohibits a publicly held Delaware corporation from engaging in a “businesscombination” with an “interested stockholder” for a period of three years following the date the person became an interested stockholder, unless the “business combination” orthe transaction in which the person became an “interested stockholder” is approved in a prescribed manner. Generally, a “business combination” includes a merger, asset orstock sale or other transaction resulting in a financial benefit to the “interested stockholder.” An “interested stockholder” is a person who, together with affiliates and associates,owns 15% or more of a corporation’s outstanding voting stock, or was the owner of 15% or more of a corporation’s outstanding voting stock at any time within the prior threeyears, other than “interested stockholders” prior to the time our Class A common stock was traded on Nasdaq. The existence of this provision would be expected to have an anti-takeover effect with respect to transactions not approved in advance by our Board, including discouraging takeover attempts that might result in a premium over the market pricefor shares of our Class A common stock.

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In addition, our brokerage businesses are heavily regulated and some of our regulators require that they approve transactions which could result in a change ofcontrol, as defined by the then-applicable rules of our regulators. The requirement that this approval be obtained may prevent or delay transactions that would result in a changeof control.

Further, our Equity Plan contains provisions pursuant to which grants that are unexercisable or unvested may automatically become exercisable or vested as of thedate immediately prior to certain change of control events. Additionally, change in control and employment agreements between us and our named executive officers alsoprovide for certain grants, payments, and grants of exchangeability, and exercisability in the event of certain change of control events.

The foregoing factors, as well as the significant common stock ownership by Cantor, including shares of our Class B common stock, and rights to acquire additionalsuch shares, and the provisions of the indentures for our outstanding notes discussed above, could impede a merger, takeover or other business combination or discourage apotential investor from making a tender offer for our Class A common stock, which, under certain circumstances, could reduce the market value of the Class A common stock.

The dual class structure of our common stock may adversely affect the trading market for our Class A common stock.

S&P Dow Jones and FTSE Russell previously announced changes to their eligibility criteria for inclusion of shares of public companies on certain indices, includingthe S&P 500, to exclude companies with multiple classes of shares of common stock from being added to such indices or limit their inclusion in them. In addition, severalshareholder advisory firms have announced their opposition to the use of multiple class structures. As a result, the dual class structure of our common stock may prevent theinclusion of our Class A common stock in such indices and may cause shareholder advisory firms to publish negative commentary about our corporate governance practices orotherwise seek to cause us to change our capital structure. Any such exclusion from indices could result in a less active trading market for our Class A common stock. Anyactions or publications by shareholder advisory firms critical of our corporate governance practices or capital structure could also adversely affect the value of our Class Acommon stock.

We are a holding company, and accordingly we are dependent upon distributions from BGC U.S. OpCo and BGC Global OpCo to pay dividends, taxes andindebtedness and other expenses and to make repurchases.

We are a holding company with no direct operations and will be able to pay dividends, taxes and other expenses, and to make repurchases of shares our Class Acommon stock and purchases of BGC Holdings limited partnership interests or other equity interests in us or in our subsidiaries, only from our available cash on hand and fundsreceived from distributions, loans or other payments, primarily from BGC U.S. OpCo and BGC Global OpCo. As discussed above, regulatory, tax restrictions or elections, andother legal or contractual restrictions may limit our ability to transfer funds freely from our subsidiaries. In addition, any unanticipated accounting, tax or other charges againstnet income could adversely affect our ability to pay dividends and to make repurchases.

BGC U.S. OpCo and BGC Global OpCo intend to distribute to their limited partners, including us, on a pro rata and quarterly basis, cash that is not required to meetBGC U.S. OpCo’s and BGC Global OpCo’s anticipated business and regulatory needs. As a result, BGC U.S. OpCo’s and BGC Global OpCo’s ability, and in turn our ability,to pay dividends, taxes and indebtedness and other expenses and to make repurchases will depend upon the continuing profitability and strategic and operating needs of ourbusinesses, including various capital adequacy and clearing capital requirements promulgated by federal, self-regulatory, and other authorities to which our subsidiaries aresubject.

Our Board has authorized a dividend policy which provides that we expect to pay a quarterly cash dividend to our common stockholders based on our post-taxAdjusted Earnings per fully diluted share. We have indicated that we expect to announce the annual expected dividend rate during our first quarter earnings call. Our Boarddeclared a dividend of $0.14 per share for the fourth quarter of 2019.

Our Board and our Audit Committee have authorized repurchases of shares of BGC Class A common stock and purchases of BGC Holdings limited partnershipinterests or other equity interests in us or in subsidiaries, from Cantor, our executive officers, other employees, partners and others. On August 1, 2018, our Board renewed andincreased the authorization to $300 million. As of December 31, 2019, we had approximately $256.7 million remaining under this authorization and may continue to activelymake repurchases or purchases, or cease to make such repurchases or purchases, from time to time. In addition, from time to time, we may reinvest all or a portion of thedistributions we receive from BGC U.S. OpCo and BGC Global OpCo in our businesses. Accordingly, there can be no assurance that future dividends will be paid or thatdividend amounts will be maintained or that repurchases and purchases will be made at current or future levels.

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If our dividend policy is materially different than the distribution policy of BGC Holdings, upon the exchange of any BGC Holdings limited partnershipinterests such BGC Holdings limited partners could receive a disproportionate interest in the aggregate distributions by BGC U.S. OpCo and BGC Global OpCo thathave not been distributed by us.

To the extent BGC Holdings distributes to its limited partners a greater share of that income that it receives from BGC U.S. OpCo and BGC Global OpCo than wedistribute to our stockholders, then as founding/working partners, limited partnership unit holders and/or Cantor exercise any exchange right to acquire our Class A commonstock or Class B common stock, as applicable, exchanging partners may receive a disproportionate interest in the aggregate distributions by BGC U.S. OpCo and BGC GlobalOpCo that have not been distributed by us. The reason is that the exchanging partner could receive both (1) the benefit of the distribution that has not been distributed by us thatwe received from BGC U.S. OpCo and BGC Global OpCo to BGC Holdings (in the form of a distribution by BGC Holdings to its limited partners) and (2) the benefit of thedistribution from BGC U.S. OpCo and BGC Global OpCo to us (in the form of a subsequent cash dividend paid by us, a greater percentage indirect interest in BGC U.S. OpCoand BGC Global OpCo following a repurchase of BGC Class A common stock by us or a greater value of assets following a purchase of assets by us with the cash thatotherwise would be distributed to our stockholders). Consequently, if our dividend policy does not match the level of the distribution policy of BGC Holdings, other holders ofBGC Class A common stock and BGC Class B common stock as of the date of an exchange could experience a reduction in their interest in the profits previously distributed byBGC U.S. OpCo and BGC Global OpCo that have not been distributed by us. Our current dividend policy could result in distributions to our common stockholders that aredifferent from the distributions made by BGC Holdings to its unit holders.

If we or BGC Holdings were deemed an “investment company” under the Investment Company Act, the Investment Company Act’s restrictions couldmake it impractical for us to continue our businesses and structure as contemplated and could materially adversely affect our businesses, financial condition, resultsof operations, and prospects.

Generally, an entity is deemed an “investment company” under Section 3(a)(1)(A) of the Investment Company Act if it is primarily engaged in the business ofinvesting, reinvesting, or trading in securities, and is deemed an “investment company” under Section 3(a)(1)(C) of the Investment Company Act if it owns “investmentsecurities” having a value exceeding 40% of the value of its total assets (exclusive of U.S. Government Securities and cash items) on an unconsolidated basis. We believe thatneither we nor BGC Holdings should be deemed an “investment company” as defined under Section 3(a)(1)(A) because neither of us is primarily engaged in the business ofinvesting, reinvesting, or trading in securities. Rather, through our operating subsidiaries, we and BGC Holdings are primarily engaged in the operation of various types ofbrokerage businesses as described in this report. Neither we nor BGC Holdings is an “investment company” under Section 3(a)(1)(C) because more than 60% of the value of ourtotal assets on an unconsolidated basis are interests in majority-owned subsidiaries that are not themselves “investment companies.” In particular, our BGC brokeragesubsidiaries are entitled to rely on, among other things, the broker-dealer/market intermediary exemption in Section 3(c)(2) of the Investment Company Act.

To ensure that we and BGC Holdings are not deemed “investment companies” under the Investment Company Act, we need to be primarily engaged, directly orindirectly, in the non-investment company businesses of our operating subsidiaries. If we were to cease participation in the management of BGC Holdings, if BGC Holdings, inturn, were to cease participation in the management of the BGC OpCos, or if the BGC OpCos, in turn, were to cease participation in the management of our BGC operatingsubsidiaries, that would increase the possibility that we and BGC Holdings could be deemed “investment companies.” Further, if we were deemed not to have a majority of thevoting power of BGC Holdings (including through our ownership of the Special Voting Limited Partnership Interest), if BGC Holdings, in turn, were deemed not to have amajority of the voting power of the BGC OpCos (including through its ownership of Special Voting Limited Partnership Interests), or if the BGC OpCos, in turn, were deemednot to have a majority of the voting power of our BGC operating subsidiaries, that would increase the possibility that we and BGC Holdings could be deemed “investmentcompanies,” our interests in BGC Holdings and the BGC OpCos could be deemed “investment securities,” and we and BGC Holdings could be deemed “investmentcompanies.”

We expect to take all legally permissible action to ensure that we and BGC Holdings are not deemed investment companies under the Investment Company Act, butno assurance can be given that this will not occur.

The Investment Company Act and the rules thereunder contain detailed prescriptions for the organization and operations of investment companies. Among otherthings, the Investment Company Act and the rules thereunder limit or prohibit transactions with affiliates, limit the issuance of debt and equity securities, prohibit the issuance ofstock options, and impose certain governance requirements. If anything were to happen that would cause us or BGC Holdings to be deemed to be an “investment company”under the Investment Company Act, the Investment Company Act would limit our or its capital structure, ability to transact business with affiliates (including Cantor, BGCHoldings or the BGC OpCos as the case may be), and ability to compensate key employees. Therefore, if we or BGC Holdings became subject to the Investment Company Act,it could make it impractical to continue our businesses in this structure, impair agreements and arrangements, and impair the transactions contemplated by those agreements andarrangements, between and among us, BGC Holdings and the BGC OpCos, or any combination thereof, and materially adversely affect our businesses, financial condition,results of operations, and prospects.

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Partnership and Equity Structure

Our equity-based compensation structure may adversely affect our ability to recruit, retain, compensate and motivate some employee partners.

While we believe that our emphasis on equity-based compensation promotes recruitment, motivation of our brokers and other employees and alignment of interestwith shareholders, such employee may be more attracted to the benefits of working at a privately controlled partnership, or at a public company with a different compensationstructure than our own, which may adversely affect our ability to recruit, retain, compensate and motivate these persons. While BGC Holdings limited partnership interestsentitle founding/working and other limited partners to participate in distributions of income from the operations of our businesses, upon leaving BGC Holdings (or upon anyother purchase of such limited partnership interests, as described below), any such founding/working or other limited partners are, unless Cantor, in the case of the foundingpartners, and us, as the general partner of BGC Holdings, otherwise determine, only entitled to receive over time, and provided he or she does not violate certain partnerobligations, an amount for his or her BGC Holdings limited partnership interests that reflects such partner’s capital account or post-termination amount, if any, and not anygoodwill or going concern value of our businesses. Further, certain partner units have no right to a post-termination payment, receive a preferred but fixed distribution amount,and/or cannot be made exchangeable into shares of our Class A common stock. Moreover, unless and until units are made exchangeable, limited partners have no unilateral rightto exchange their BGC Holdings limited partnership interests for shares of BGC Class A common stock.

The BGC Holdings limited partnership interests are also subject to redemption, and subject founding/working and other limited partners to non-competition and non-solicitation covenants, as well as other obligations. In addition, the exercise of Cantor’s right to purchase from BGC Holdings exchangeable limited partnership interestsgenerally when FPUs are redeemed or granted exchangeability will result in the share of distributions of income from the operations of our businesses on other outstanding BGCHoldings limited partnership interests, including those held by founding/working and other limited partners, to remain the same rather than increasing as would be the case ifsuch interests were redeemed or granted exchangeability without such Cantor right to purchase. In addition, any purchase of exchangeable limited partnership units by Cantorfrom BGC Holdings following Cantor’s decision to grant exchangeability on FPUs will result in additional dilution to the other partners of BGC Holdings.

The terms of the BGC Holdings limited partnership interests held by founding/working and limited partners also provide for the following:

• such units are not entitled to reinvest the distributions on their BGC Holdings limited partnership interests in additional BGC Holdings limitedpartnership interests at preferential or historical prices or at all; and

• Cantor is entitled to receive any amounts from selected extraordinary transactions that are withheld from distributions to certain partners and forfeited bypartners leaving BGC Holdings prior to their interests in such withheld distributions fully vesting, rather than any such forfeited amounts accruing to thebenefit of all BGC Holdings limited partners on a pro rata basis.

In addition, the ability to acquire shares of our Class A common stock underlying BGC Holdings exchangeable units is not dependent upon the partner’s continuedemployment with us or compliance with partner obligations, and such partners are therefore not restricted from leaving us by the potential loss of such shares. In the event thatwe complete a transaction to simplify our organizational structure by restructuring our partnership into a corporation there is no assurance that the retention and motivationfeatures of our new structure will be as beneficial as those of our partnership structure.

We may be required to pay Cantor for a significant portion of the tax benefit, if any, relating to any additional tax depreciation or amortization deductionswe claim as a result of any step up in the tax basis of the assets of BGC U.S. OpCo or BGC Global OpCo resulting from Cantor’s exchanges of interests in BGCHoldings (together with, prior to the Spin-Off, interests in Newmark Holdings) for our common stock.

Certain partnership interests in BGC Holdings may be exchanged for shares of BGC Partners common stock. In the vast majority of cases, the partnership units thatbecome exchangeable for shares of BGC common stock are units that have been granted as compensation, and, therefore, the exchange of such units will not result in anincrease in BGC’s share of the tax basis of the tangible and intangible assets of BGC U.S. OpCo, BGC Global OpCo and/or Newmark OpCo. However, exchanges of otherpartnership units – including non-tax-free exchanges of units by Cantor – could result in an increase in the tax basis of such tangible and intangible assets that otherwise wouldnot have been available, although the IRS may challenge all or part of that tax basis increase, and a court could sustain such a challenge by the IRS. These increases in tax basis,if sustained, may reduce the amount of tax that BGC would otherwise be required to pay in the future. In such circumstances, the tax receivable agreement that BGC entered intowith Cantor provides for the payment by BGC to Cantor of 85% of the amount of cash savings, if any, in the U.S. federal, state and local income tax or franchise tax that BGCactually realizes as a result of these increases in tax basis and certain other tax benefits related to its entering into the tax receivable agreement, including tax benefits attributableto payments under the tax receivable agreement. It is expected that BGC will benefit from the remaining 15% cash savings, if any, in income tax that we realize.

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Risks Related to our Relationship with Cantor and Its Affiliates

We are controlled by Cantor and Mr. Lutnick, who have potential conflicts of interest with us and may exercise their control in a way that favors theirinterests to our detriment.

Cantor, and Mr. Lutnick, indirectly through his control of Cantor, are each able to exercise control over our management and affairs and all matters requiringstockholder approval, including the election of our directors and determinations with respect to acquisitions and dispositions, as well as material expansions or contractions ofour businesses, entry into new lines of businesses and borrowings and issuances of our Class A common stock and Class B common stock or other securities. This control issubject to the approval of our Audit Committee on those matters requiring such approval. Cantor’s voting power may also have the effect of delaying or preventing a change ofcontrol of us.

Cantor’s and Mr. Lutnick’s ability to exercise control over us could create or appear to create potential conflicts of interest. Conflicts of interest may arise betweenus and Cantor in a number of areas relating to our past and ongoing relationships, including:

• potential acquisitions and dispositions of businesses;

• the issuance, acquisition or disposition of securities by us;

• the election of new or additional directors to our Board;

• the payment of dividends by us (if any), distribution of profits by BGC U.S. OpCo, BGC Global OpCo and/or BGC Holdings and repurchases of sharesof our Class A common stock or purchases of BGC Holdings limited partnership interests or other equity interests in our subsidiaries, including fromCantor, our executive officers, other employees, partners, and others;

• any loans to or from us or Cantor;

• business operations or business opportunities of ours and Cantor’s that would compete with the other party’s business opportunities, including Cantor’sand our brokerage and financial services;

• intellectual property matters;

• business combinations involving us;

• conflicts between our agency trading for primary and secondary bond sales and Cantor’s investment banking bond origination business;

• competition between our and Cantor’s other equity derivatives and cash equity inter-dealer brokerage businesses;

• the nature, quality and pricing of administrative services to be provided to or by Cantor and/or Tower Bridge; and

• provision of clearing capital pursuant to the Clearing Agreement and potential and existing loan arrangements.

We also expect Cantor to manage its ownership of us so that it will not be deemed to be an investment company under the Investment Company Act, including bymaintaining its voting power in us above a majority absent an applicable exemption from the Investment Company Act. This may result in conflicts with us, including thoserelating to acquisitions or offerings by us involving issuances of shares of our Class A common stock, or securities convertible or exchangeable into shares of our Class Acommon stock, that would dilute Cantor’s voting power in us.

In addition, Cantor has from time to time in the past and may in the future consider possible strategic realignments of its own businesses and/or of the relationshipsthat exist between and among Cantor and its other affiliates and us. Any related-party transaction or arrangement between Cantor and its other affiliates and us is subject to theprior approval by our Audit Committee, but generally does not otherwise require the separate approval of our stockholders, and if such stockholder approval is required, Cantormay retain sufficient voting power to provide any such requisite approval without the affirmative consent of the other stockholders. There is no assurance that suchconsolidation or restructuring would not result in a material expense or disruption to our businesses.

Moreover, the service of officers or partners of Cantor as our executive officers and directors, and those persons’ ownership interests in and payments from Cantorand its affiliates, could create conflicts of interest when we and those directors or executive officers are faced with decisions that could have different implications for us andCantor. Our ability to retain our key employees and the ability of certain key employees to devote adequate time and attention to us are critical to the success of our businesses,and failure to do so may adversely affect our businesses, financial condition, results of operations and prospects.

Our agreements and other arrangements with Cantor may be amended upon agreement of the parties to those agreements upon approval of our Audit Committee.During the time that we are controlled by Cantor, Cantor may be able to require us to agree to amendments to these agreements. We may not be able to resolve any potentialconflicts, and, even if we do, the resolution may be less favorable to us than if we were dealing with an unaffiliated party.

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In order to address potential conflicts of interest between Cantor and its representatives and us, our restated certificate of incorporation contains provisions regulatingand defining the conduct of our affairs as they may involve Cantor and its representatives, and our powers, rights, duties and liabilities and those of our representatives inconnection with our relationship with Cantor and its affiliates, officers, directors, general partners or employees. Our certificate of incorporation provides that no CantorCompany, as defined in our certificate of incorporation, or any of the representatives, as defined in our certificate of incorporation, of a Cantor Company will owe any fiduciaryduty to, nor will any Cantor Company or any of their respective representatives be liable for breach of fiduciary duty to, us or any of our stockholders, including with respect tocorporate opportunities. In addition, Cantor and its respective representatives have no duty to refrain from engaging in the same or similar activities or lines of business as us ordoing business with any of our customers. The corporate opportunity policy that is included in our certificate of incorporation is designed to resolve potential conflicts of interestbetween us and Cantor and its representatives.

If any Cantor Company or any its representatives acquires knowledge of a potential transaction or matter that may be a corporate opportunity (as defined in ourrestated certificate of incorporation) for any such person, on the one hand, and us or any of our representatives, on the other hand, such person will have no duty to communicateor offer such corporate opportunity to us or any of our representatives, and will not be liable to us, any of our stockholders or any of our representatives for breach of anyfiduciary duty by reason of the fact that they pursue or acquire such corporate opportunity for themselves, direct such corporate opportunity to another person or do not presentsuch corporate opportunity us or any of our representatives, subject to the requirement described in the following sentence. If a third party presents a corporate opportunity to aperson who is both our representative and a representative of a Cantor Company, expressly and solely in such person’s capacity as our representative, and such person acts ingood faith in a manner consistent with the policy that such corporate opportunity belongs to us, then such person will be deemed to have fully satisfied and fulfilled anyfiduciary duty that such person ahs to us as our representative with respect to such corporate opportunity, provided that any Cantor Company or any of its representatives maypursue such corporate opportunity if we decide not to pursue such corporate opportunity.

The BGC Holdings limited partnership agreement contains similar provisions with respect to us and/or Cantor and each of our respective representatives, and theBGC U.S. OpCo and BGC Global OpCo limited partnership agreements, contain similar provisions with respect to us and/or BGC Holdings and each of our respectiverepresentatives.

This policy, however, could make it easier for Cantor to compete with us. If Cantor competes with us, it could materially harm our businesses, financial condition,results of operations and prospects.

Agreements between us and Cantor are between related parties, and the terms of these agreements may be less favorable to us than those that we couldhave negotiated with third parties and may subject us to litigation.

Our relationship with Cantor results in agreements with Cantor that are between related parties. As a result, the prices charged to us or by us for services providedunder agreements with Cantor or sales or purchases of assets or other similar transactions may be higher or lower than prices that may be charged by third parties, and the termsof these agreements may be less favorable to us than those that we could have negotiated with third parties. In addition, Cantor has an unlimited right to internally use marketdata from us without any cost. Any related-party transactions or arrangements between us and Cantor are subject to the prior approval by our Audit Committee, but generally donot otherwise require the separate approval of our stockholders, and if such stockholder approval were required, Cantor may retain sufficient voting power to provide any suchrequisite approval without the affirmative consent of the other stockholders.

These related-party relationships may from time to time subject us to litigation. For example, a purported derivative action, was filed alleging the Berkeley PointAcquisition and our investment in Real Estate LP were unfair to us. While the Company believes that these allegations are without merit and intends to defend against themvigorously as the case moves forward, as in any litigated matter, the outcome cannot be determined with certainty.

We are controlled by Cantor, which in turn controls its wholly owned subsidiary, CF&Co, which has acted and may continue to act as our sales agent inour CEO program from time to time and provides us with additional investment banking services. In addition, other affiliates of Cantor may provide us with adviceand services from time to time.

We are controlled by Cantor, which in turn controls its wholly owned subsidiary, CF&Co, which has acted in the past and may continue to act as our sales agent inour CEO program, including pursuant to the March 2018 Sales Agreement, and received fees in connection therewith. We may enter into similar agreements in the future.Pursuant to the March 2018 Sales Agreement, we may offer and sell up to $300 million of shares of our Class A common stock. Under the March 2018 Sales Agreement, weagree to pay CF&Co 2% of the gross proceeds from the sale of shares of our Class A common stock. As of December 31, 2019, we have issued and sold 17,401,431 shares ofBGC Class A common stock (or $209.8 million) under the March 2018 Sales Agreement.

In selling shares of our Class A common stock under the March 2018 Sales Agreement, we may determine to instruct CF&Co not to sell our shares at less than aminimum price per share designated by us. Alternatively, we may instruct CF&Co to sell our shares so as to seek to realize a designated minimum price per share for all sharessold over a designated time period, or so as to seek to raise a designated minimum dollar amount of gross proceeds from sales of all such shares over a designated time period.

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CF&Co has retained independent legal advisors in connection with its role as sales agent under the March 2018 Sales Agreement, but for the reasons describedbelow it may not be in a position to provide us with independent financial input in connection with the offering of shares of our Class A common stock pursuant to the March2018 Sales Agreement. We are not required to, and have not engaged, an independent investment banking firm to act as a qualified independent underwriter or to otherwiseprovide us with independent input in our CEO program.

While our Board and Audit Committee will be involved with any decision by us to enter into or terminate new sales agreements with CF&Co, our management hasbeen delegated the authority to determine, and to so instruct CF&Co with respect to, matters involving the manner, timing, number of shares, and minimum prices per share orproceeds for sales of our shares, or the suspension thereof, in our CEO program pursuant to the March 2018 Sales Agreement. Our management may be expected to consult withappropriate personnel from CF&Co in making such determinations, but given the overlap between our senior management and that of Cantor and its wholly-owned subsidiary,CF&Co, it may be expected that any joint determinations by our senior management and that of CF&Co with respect to our CEO program will involve the same individuals. Inmaking such joint determinations, our Audit Committee has instructed our senior management to act in the best interests of us and our stockholders. Nevertheless, in makingsuch determinations, such individuals will not have the benefit of input from an independent investment banking firm that is able to make its own determinations with respect toour CEO program, including, but not limited to, whether to suspend sales under the March 2018 Sales Agreement or to terminate the March 2018 Sales Agreement.

In addition, Cantor, CF&Co and their affiliates have provided investment banking services to us and our affiliates in the past, and may be expected to do so in thefuture, including acting as our financial advisor in connection with business combinations, dispositions, or other transactions, including the acquisition of GFI, and placing orrecommending to us various investments, stock loans or cash management vehicles. They receive customary fees and commissions for these services in accordance with ourinvestment banking engagement letter with CF&Co. They may also receive brokerage and market data and analytics products and services from us and our respective affiliates.From time to time, CF&Co may make a market in our notes. We also provide to and receive from Cantor and its affiliates various administrative services.

Risks Related to Our Class A Common Stock

Purchasers, as well as existing stockholders, may experience significant dilution as a result of offerings of shares of our Class A common stock, which mayoccur from time to time as well as other potential forms of employee share monetization, including issuance of shares to employees and partners which may be soldthrough broker transactions.

The March 2018 Sales Agreement with CF&Co currently remains in effect to assist us with partner and employee sales of shares of Class A common stock, whichmay occur from time to time, as well as other potential forms of employee share monetization including issuance of shares to employees and partners which may be sold throughbroker transactions. The March 2018 Sales Agreement provides for the issuance and sale of up to $300 million of shares of our Class A common stock of our Class A commonstock from time to time on a delayed or continuous basis. As of December 31, 2019, we have issued and sold 17,401,431 shares of BGC Class A common stock (or $209.8million) under the March 2018 Sales Agreement.

We have an effective registration statement on Form S-4 filed on September 3, 2010 (the “2010 Form S-4 Registration Statement”), with respect to the offer and saleof up to 20 million shares of BGC Class A common stock from time to time in connection with business combination transactions, including acquisitions of other businesses,assets, properties or securities. As of December 31, 2019, we have issued an aggregate of 13.8 million shares of BGC Class A common stock under the 2010 Form S-4Registration Statement. Additionally, on September 13, 2019, we filed a registration statement on Form S-4 (the “2019 Form S-4 Registration Statement”), with respect to theoffer and sale of up to 20 million shares of BGC Class A common stock from time to time in connection with business combination transactions, including acquisitions of otherbusinesses, assets, properties or securities. As of December 31, 2019, we have not issued any shares of BGC Class A common stock under the 2019 Form S-4 RegistrationStatement. We also have an effective shelf Registration Statement on Form S-3 pursuant to which we can offer and sell up to 10 million shares of BGC Class A common stockunder the BGC Partners, Inc. Dividend Reinvestment and Stock Purchase Plan. As of December 31, 2019, we have issued 0.6 million shares of BGC Class A common stockunder the Dividend Reinvestment and Stock Purchase Plan. We have filed a number of registration statements on Form S-8 pursuant to which we have registered the sharesunderlying our Equity Plan. As of December 31, 2019, there were 137.7 million shares remaining for sale under such registration statements.

Because the sales of shares of our Class A common stock under the March 2018 Sales Agreements have been made, and any other future sales of our Class Acommon stock may be made, in the markets at prevailing market prices or at prices related to such prevailing market prices, the prices at which these shares have been sold andmay be sold in the future will vary, and these variations may be significant. Purchasers of these shares may suffer significant dilution if the price they pay is higher than the pricepaid by other purchasers of shares of our Class A common stock under the March 2018 Sales Agreement and any future offerings of shares of our Class A common stock.

In addition, the sale by us of any shares of our Class A common stock may have the following effects:

• our existing Class A common stockholders’ proportionate ownership interest in us will decrease;

• our existing Class A common stockholders may suffer significant dilution;

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• the amount of cash available per share for dividends payable on shares of our Class A common stock may decrease;

• the relative voting strength of each previously outstanding share of our Class A common stock may be diminished; and

• the market price of our Class A common stock may decline.

Because we intend to use the net proceeds from any sales of shares of our Class A common stock under the March 2018 Sales Agreement from time to time,and may use the net proceeds from future offerings, for general corporate purposes, which, among other things, are expected to include repurchases of shares of ourClass A common stock and purchases of BGC Holdings units or other equity interests in us or in our subsidiaries from Cantor, our executive officers, otheremployees, partners, and others, and/or to replenish cash used to effect such repurchases and purchases, investors should be aware that such net proceeds will not beavailable for other corporate purposes, and that, depending upon the timing and prices of such repurchases of shares and purchases of units and of the sales of ourshares under the March 2018 Sales Agreement and the liquidity and depth of our market, we may sell a greater aggregate number of shares, at a lower average priceper share, under the March 2018 Sales Agreement than the number of shares or units repurchased or purchased, thereby increasing the aggregate number of sharesand units outstanding and potentially decreasing our EPS.

In the event that we make any such sales, we intend to use any net proceeds of the sale of shares of BGC Class A common stock from time to time under the March2018 Sales Agreement, and may use the net proceeds from any future offerings, for general corporate purposes, which among other things, are expected to include repurchasesof shares of our Class A common stock and purchases of BGC Holdings units or other equity interests in us or in our subsidiaries, from Cantor, our executive officers, otheremployees, partners, and others, and/or to replenish cash used to effect such repurchases and purchases. From January 1, 2019 to December 31, 2019, we repurchased anaggregate of 0.2 million shares of our Class A common stock at an aggregate purchase price of approximately $1.2 million, with an average repurchase price of $5.30 per share.During that period, we redeemed for cash an aggregate of 0.5 million limited partnership units at an average price of $5.70 per unit and an aggregate of 0.1 thousandfounding/working partner units at an average price of $5.64 per unit. In the future, we may continue to repurchase shares of our Class A common stock and purchase partnershipunits from Cantor, our executive officers, other employees, partners, and others, and these repurchases and purchases may be significant.

While we believe that we can successfully manage our strategy, and that our share price may in fact increase as we increase the amount of cash available fordividends and share repurchases and unit purchases by paying a portion of the compensation of our employees in the form of partnership units and restricted stock, graduallylowering our compensation expenses for purposes of Adjusted Earnings, and lowering our long-term effective tax rate for Adjusted Earnings, there can be no assurance that ourstrategy will be successful or that we can achieve any or all of such objectives.

The market price of our Class A common stock has fluctuated significantly and may continue to do so. In addition, future sales of shares of Class Acommon stock by us or selling stockholders could materially adversely affect the market price of our Class A common stock.

The market price of our Class A common stock has fluctuated significantly, and the market price of our Class A common stock may continue to do so dependingupon many factors, including our actual results of operations and perceived prospects, the prospects of our competition and of the financial markets in general, differencesbetween our actual financial and operating results and those expected by investors and analysts, changes in analysts’ recommendations or projections, seasonality, changes ingeneral valuations for companies in our business segments, changes in general economic or market conditions and broad market fluctuations. BGC’s fully-diluted and float-adjusted market capitalizations decreased on December 3, 2018 as a result of the Spin-Off of Newmark. Prior to the Spin-Off, BGC’s ownership stake in Newmark made up asignificant portion of the Company’s valuation and contributed to fluctuations in the market price of our Class A common stock. The market price of our Class A common stockmay continue to be subject to similar market fluctuations, which may be unrelated to our operating performance or prospects, and increased volatility could result in a decline inthe market price of our Class A common stock. Declines in the price of our Class A common stock may adversely affect our ability to recruit and retain key employees,including brokers, salespeople, managers and other professionals.

Future sales of shares of our Class A common stock also could materially adversely affect the market price of our Class A common stock. If our existingstockholders sell a large number of shares, or if we issue a large number of shares of our Class A common stock in connection with public offerings, future acquisitions,strategic alliances, third-party investments and private placements or otherwise, the market price of our Class A common stock could decline significantly.

In addition to sales of shares of our Class A common stock from time to time pursuant to our CEO program, our acquisition shelves, and our dividend reinvestmentplan discussed above, events which could have such an effect include the following:

• We may issue shares of our Class A common stock upon the conversion or exchange of any convertible or exchangeable debt securities that may beissued by us in the future;

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• Stockholders may resell shares of BGC Class A common stock issuable by us in connection with (i) the conversion by Cantor of shares of its BGC Class

B common stock into shares of BGC Class A common stock, (ii) the exchange of Cantor’s exchangeable limited partnership interests, (iii) the exchange,redemption, or purchase of partnership units for shares of BGC Class A common stock, including in partnership restructurings, (iv) incentivecompensation, including grants of restricted stock, RSUs, and options, and (v) donations of shares by us to The Cantor Fitzgerald Relief Fund; and

• Stockholders may resell outstanding shares of our Class A common stock, including sales by Cantor partners who receive distribution rights shares fromCantor, The Cantor Fitzgerald Relief Fund which may receive donated shares from Cantor or others, and our employees and partners who hold ourshares, including those received in compensatory arrangements from us or in connection with acquisitions.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2. PROPERTIES

We have offices in the United States, Canada, Europe, United Kingdom, Latin America, Asia, Africa and the Middle East. Our principal executive offices are locatedat 499 Park Avenue, New York, New York. We also occupy a space at 199 Water Street, New York, New York, which serves as a trading operation for our Financial Servicesbusinesses and space at 55 Water Street, New York, New York, which serves as the headquarters of our GFI division. Under the Administrative Services Agreement withCantor, we are obligated to Cantor for our pro rata portion (based on square footage used) of rental expense during the terms of the leases for such spaces.

Our largest presence outside of the New York metropolitan area is in London, located at Five Churchill Place, London, E14 5RD.

We currently occupy concurrent computing centers in Weehawken, New Jersey, Secaucus, New Jersey and Trumbull, Connecticut. In addition, we occupy three datacenters in the United Kingdom located in Canary Wharf, Romford and City of London respectively. Our U.S. operations also have office space in Princeton, New Jersey,Edison, New Jersey, Palm Beach Gardens, Florida, Garden City, New York, Sugar Land, Texas, and Chicago, Illinois.

ITEM 3. LEGAL PROCEEDINGS

See Note 20—“Commitments, Contingencies and Guarantees” to the Company’s consolidated financial statements included in Part II, Item 8 of this Annual Reporton Form 10-K and the section under the heading “Derivative Suit” included in Part I, Item 7 of this Annual Report on Form 10-K, Management’s Discussion and Analysis ofFinancial Condition and Results of Operations for a description of our legal proceedings, which are incorporated by reference herein.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable

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PART II

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITYSECURITIES

Our Class A common stock is traded on the NASDAQ Global Select Market under the symbol “BGCP.” There is no public trading market for our Class B commonstock, which is held by Cantor and CFGM.

As of February 21, 2020, there were 809 holders of record of our Class A common stock and two holders of record of our Class B common stock.

Dividend Policy

Our Board has authorized a dividend policy which provides that we expect to pay a quarterly cash dividend to our common stockholders based on our post-taxAdjusted Earnings per fully diluted share. We have indicated that we expect to review the annual expected quarterly dividend rate during our first quarter earnings call. OurBoard declared a dividend of $0.14 per share for each of the four quarters of 2019. Please see below for a detailed definition of post-tax Adjusted Earnings per fully dilutedshare.

We expect to pay such dividends, if and when declared by our Board, on a quarterly basis. The dividend to our common stockholders is expected to be calculatedbased on post-tax Adjusted Earnings allocated to us and generated over the fiscal quarter ending prior to the record date for the dividend. No assurance can be made, however,that a dividend will be paid each quarter.

The declaration, payment, timing and amount of any future dividends payable by us will be at the sole discretion of our Board. We are a holding company, with nodirect operations, and therefore we are able to pay dividends only from our available cash on hand and funds received from distributions from BGC U.S. OpCo and BGC GlobalOpCo. Our ability to pay dividends may also be limited by regulatory considerations as well as by covenants contained in financing or other agreements. In addition, underDelaware law, dividends may be payable only out of surplus, which is our net assets minus our capital (as defined under Delaware law), or, if we have no surplus, out of our netprofits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. Accordingly, any unanticipated accounting, tax, regulatory or other charges againstnet income may adversely affect our ability to declare and pay dividends. While we intend to declare and pay dividends quarterly, there can be no assurance that our Board willdeclare dividends at all or on a regular basis or that the amount of our dividends will not change.

Repurchase Program and 2019 Share Repurchases and Unit Purchases

Our Board of Directors and our Audit Committee have authorized repurchases of our Class A common stock and redemptions of BGC Holdings limited partnershipinterests or other equity interests in our subsidiaries, including from Cantor, our executive officers, other employees, partners and others, including Cantor employees andpartners. Most recently, on August 1, 2018, our Board of Directors and Audit Committee again renewed and increased the authorized repurchases of stock or units, includingfrom Cantor employees and partners to $300 million. As of December 31, 2019, we had approximately $256.7 million remaining under this authorization and may continue toactively make repurchases or purchases, or cease to make such repurchases or purchases, from time to time.

During the year ended December 31, 2019, we repurchased 0.2 million shares of our Class A common stock at an aggregate purchase price of approximately $1.2million for an average price of $5.30 per share.

We did not repurchase any shares of our Class A common stock during the fourth quarter of 2019.

Certain Definitions

We use non-GAAP financial measures that differ from the most directly comparable measures calculated and presented in accordance with U.S. GAAP. Non-GAAPfinancial measures used by the Company include “Adjusted Earnings before noncontrolling interests and taxes”, which is used interchangeably with “pre-tax AdjustedEarnings”; “Post-tax Adjusted Earnings to fully diluted shareholders”, which is used interchangeably with “post-tax Adjusted Earnings”; “Adjusted EBITDA”; and “Liquidity”.The definitions of these terms are below.

Adjusted Earnings Defined

BGC uses non-GAAP financial measures, including “Adjusted Earnings before noncontrolling interests and taxes” and “Post-tax Adjusted Earnings to fully dilutedshareholders”, which are supplemental measures of operating results used by management to evaluate the financial performance of the Company and its consolidatedsubsidiaries. BGC believes that Adjusted Earnings best reflect the operating earnings generated by the Company on a consolidated basis and are the earnings which managementconsiders when managing its business.

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As compared with “Income (loss) from continuing operations before income taxes” and “Net income (loss) from continuing operations for fully diluted shares”, both

prepared in accordance with GAAP, Adjusted Earnings calculations primarily exclude certain non-cash items and other expenses that generally do not involve the receipt oroutlay of cash by the Company and/or which do not dilute existing stockholders. In addition, Adjusted Earnings calculations exclude certain gains and charges that managementbelieves do not best reflect the ordinary results of BGC. Adjusted Earnings is calculated by taking the most comparable GAAP measures and adjusting for certain items withrespect to compensation expenses, non-compensation expenses, and other income, as discussed below.

Calculations of Compensation Adjustments for Adjusted Earnings and Adjusted EBITDA

Treatment of Equity-Based Compensation Line Item for Adjusted Earnings and Adjusted EBITDA

The Company’s Adjusted Earnings and Adjusted EBITDA measures exclude all GAAP charges included in the line item “Equity-based compensation andallocations of net income to limited partnership units and FPUs” (or “equity-based compensation” for purposes of defining the Company’s non-GAAP results) as recorded onthe Company’s GAAP Consolidated Statements of Operations and GAAP Consolidated Statements of Cash Flows. These GAAP equity-based compensation charges reflect thefollowing items:

* Charges with respect to grants of exchangeability, which reflect the right of holders of limited partnership units with no capital accounts, such as LPUsand PSUs, to exchange these units into shares of common stock, or into partnership units with capital accounts, such as HDUs, as well as cash paid withrespect to taxes withheld or expected to be owed by the unit holder upon such exchange. The withholding taxes related to the exchange of certain non-exchangeable units without a capital account into either common shares or units with a capital account may be funded by the redemption of preferredunits such as PPSUs.

* Charges with respect to preferred units. Any preferred units would not be included in the Company’s fully diluted share count because they cannot bemade exchangeable into shares of common stock and are entitled only to a fixed distribution. Preferred units are granted in connection with the grant ofcertain limited partnership units that may be granted exchangeability or redeemed in connection with the grant of shares of common stock at ratiosdesigned to cover any withholding taxes expected to be paid. This is an alternative to the common practice among public companies of issuing the grossamount of shares to employees, subject to cashless withholding of shares, to pay applicable withholding taxes.

* GAAP equity-based compensation charges with respect to the grant of an offsetting amount of common stock or partnership units with capital accountsin connection with the redemption of non-exchangeable units, including PSUs and LPUs.

* Charges related to amortization of RSUs and limited partnership units.

* Charges related to grants of equity awards, including common stock or partnership units with capital accounts.

* Allocations of net income to limited partnership units and FPUs. Such allocations represent the pro-rata portion of post-tax GAAP earnings available tosuch unit holders.

The amounts of certain quarterly equity-based compensation charges are based upon the Company’s estimate of such expected charges during the annual period, as

described further below under “Methodology for Calculating Adjusted Earnings Taxes.”

Virtually all of BGC’s key executives and producers have equity or partnership stakes in the Company and its subsidiaries and generally receive deferred equity orlimited partnership units as part of their compensation. A significant percentage of BGC’s fully diluted shares are owned by its executives, partners and employees. TheCompany issues limited partnership units as well as other forms of equity-based compensation, including grants of exchangeability into shares of common stock, to provideliquidity to its employees, to align the interests of its employees and management with those of common stockholders, to help motivate and retain key employees, and toencourage a collaborative culture that drives cross-selling and revenue growth.

All share equivalents that are part of the Company’s equity-based compensation program, including REUs, PSUs, LPUs, HDUs, and other units that may be madeexchangeable into common stock, as well as RSUs (which are recorded using the treasury stock method), are included in the fully diluted share count when issued or at thebeginning of the subsequent quarter after the date of grant. Generally, limited partnership units other than preferred units are expected to be paid a pro-rata distribution based onBGC’s calculation of Adjusted Earnings per fully diluted share.

Compensation charges are also adjusted for certain other cash and non-cash items, including those related to the amortization of GFI employee forgivable loansgranted prior to the closing of the January 11, 2016 back-end merger with GFI.

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Certain Other Compensation-Related Adjustments for Adjusted Earnings

BGC also excludes various other GAAP items that management views as not reflective of the Company’s underlying performance in a given period from itscalculation of Adjusted Earnings. These may include compensation-related items with respect to cost-saving initiatives, such as severance charges incurred in connection withheadcount reductions as part of broad restructuring plans.

Calculation of Non-Compensation Adjustments for Adjusted Earnings

Adjusted Earnings calculations may also exclude items such as:

* Non-cash GAAP charges related to the amortization of intangibles with respect to acquisitions;

* Acquisition related costs;

* Certain rent charges;

* Non-cash GAAP asset impairment charges; and

* Various other GAAP items that management views as not reflective of the Company’s underlying performance in a given period, including non-compensation-related charges incurred as part of broad restructuring plans. Such GAAP items may include charges for exiting leases and/or other long-term contracts as part of cost-saving initiatives, as well as non-cash impairment charges related to assets, goodwill and/or intangibles created fromacquisitions.

Calculation of Adjustments for Other (income) losses for Adjusted Earnings

Adjusted Earnings calculations also exclude certain other non-cash, non-dilutive, and/or non-economic items, which may, in some periods, include:

* Gains or losses on divestitures;

* Fair value adjustment of investments;

* Certain other GAAP items, including gains or losses related to BGC's investments accounted for under the equity method; and

* Any unusual, one-time, non-ordinary, or non-recurring gains or losses.

Methodology for Calculating Adjusted Earnings Taxes

Although Adjusted Earnings are calculated on a pre-tax basis, BGC also reports post-tax Adjusted Earnings to fully diluted shareholders. The Company defines post-tax Adjusted Earnings to fully diluted shareholders as pre-tax Adjusted Earnings reduced by the non-GAAP tax provision described below and net income (loss) attributable tononcontrolling interest for Adjusted Earnings.

The Company calculates its tax provision for post-tax Adjusted Earnings using an annual estimate similar to how it accounts for its income tax provision underGAAP. To calculate the quarterly tax provision under GAAP, BGC estimates its full fiscal year GAAP income (loss) from continuing operations before income taxes andnoncontrolling interests in subsidiaries and the expected inclusions and deductions for income tax purposes, including expected equity-based compensation during the annualperiod. The resulting annualized tax rate is applied to BGC’s quarterly GAAP income (loss) from operations before income taxes and noncontrolling interests in subsidiaries. Atthe end of the annual period, the Company updates its estimate to reflect the actual tax amounts owed for the period.

To determine the non-GAAP tax provision, BGC first adjusts pre-tax Adjusted Earnings by recognizing any, and only, amounts for which a tax deduction appliesunder applicable law. The amounts include charges with respect to equity-based compensation; certain charges related to employee loan forgiveness; certain net operating losscarryforwards when taken for statutory purposes; and certain charges related to tax goodwill amortization. These adjustments may also reflect timing and measurementdifferences, including treatment of employee loans; changes in the value of units between the dates of grants of exchangeability and the date of actual unit exchange; variationsin the value of certain deferred tax assets; and liabilities and the different timing of permitted deductions for tax under GAAP and statutory tax requirements.

After application of these adjustments, the result is the Company’s taxable income for its pre-tax Adjusted Earnings, to which BGC then applies the statutory taxrates to determine its non-GAAP tax provision. BGC views the effective tax rate on pre-tax Adjusted Earnings as equal to the amount of its non-GAAP tax provision divided bythe amount of pre-tax Adjusted Earnings.

Generally, the most significant factor affecting this non-GAAP tax provision is the amount of charges relating to equity-based compensation. Because the chargesrelating to equity-based compensation are deductible in accordance with applicable tax laws, increases in such charges have the effect of lowering the Company’s non-GAAPeffective tax rate and thereby increasing its post-tax Adjusted Earnings.

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BGC incurs income tax expenses based on the location, legal structure and jurisdictional taxing authorities of each of its subsidiaries. Certain of the Company’sentities are taxed as U.S. partnerships and are subject to the Unincorporated Business Tax (“UBT”) in New York City. Any U.S. federal and state income tax liability or benefitrelated to the partnership income or loss, with the exception of UBT, rests with the unit holders rather than with the partnership entity. The Company’s consolidated financialstatements include U.S. federal, state and local income taxes on the Company’s allocable share of the U.S. results of operations. Outside of the U.S., BGC is expected to operateprincipally through subsidiary corporations subject to local income taxes. For these reasons, taxes for Adjusted Earnings are expected to be presented to show the tax provisionthe consolidated Company would expect to pay if 100 percent of earnings were taxed at global corporate rates.

Calculations of Pre- and Post-Tax Adjusted Earnings per Share

BGC’s pre- and post-tax Adjusted Earnings per share calculations assume either that:

* The fully diluted share count includes the shares related to any dilutive instruments, but excludes the associated expense, net of tax, when the impactwould be dilutive; or

* The fully diluted share count excludes the shares related to these instruments, but includes the associated expense, net of tax.

The share count for Adjusted Earnings excludes certain shares and share equivalents expected to be issued in future periods but not yet eligible to receive dividendsand/or distributions. Each quarter, the dividend payable to BGC’s stockholders, if any, is expected to be determined by the Company’s Board of Directors with reference to anumber of factors, including post-tax Adjusted Earnings per share. BGC may also pay a pro-rata distribution of net income to limited partnership units, as well as to Cantor forits noncontrolling interest. The amount of this net income, and therefore of these payments per unit, would be determined using the above definition of Adjusted Earnings pershare on a pre-tax basis.

The declaration, payment, timing and amount of any future dividends payable by the Company will be at the discretion of its Board of Directors using the fullydiluted share count. For more information on any share count adjustments, see the table titled “Fully Diluted Weighted-Average Share Count under GAAP and for AdjustedEarnings from Continuing Operations” in the Company’s most recent financial results press release.

Management Rationale for Using Adjusted Earnings

BGC’s calculation of Adjusted Earnings excludes the items discussed above because they are either non-cash in nature, because the anticipated benefits from theexpenditures are not expected to be fully realized until future periods, or because the Company views results excluding these items as a better reflection of the underlyingperformance of BGC’s ongoing operations. Management uses Adjusted Earnings in part to help it evaluate, among other things, the overall performance of the Company’sbusiness, to make decisions with respect to the Company’s operations, and to determine the amount of dividends payable to common stockholders and distributions payable toholders of limited partnership units. Dividends payable to common stockholders and distributions payable to holders of limited partnership units are included within “Dividendsto stockholders” and “Earnings distributions to limited partnership interests and noncontrolling interests,” respectively, in our unaudited, condensed, consolidated statements ofcash flows.

The term “Adjusted Earnings” should not be considered in isolation or as an alternative to GAAP net income (loss). The Company views Adjusted Earnings as ametric that is not indicative of liquidity, or the cash available to fund its operations, but rather as a performance measure. Pre- and post-tax Adjusted Earnings, as well as relatedmeasures, are not intended to replace the Company’s presentation of its GAAP financial results. However, management believes that these measures help provide investors witha clearer understanding of BGC’s financial performance and offer useful information to both management and investors regarding certain financial and business trends related tothe Company’s financial condition and results of operations. Management believes that the GAAP and Adjusted Earnings measures of financial performance should beconsidered together.

For more information regarding Adjusted Earnings, see the section in the Company’s most recent financial results press release titled “Reconciliation of GAAPIncome (Loss) from Continuing Operations before Income Taxes to Adjusted Earnings from Continuing Operations and GAAP Fully Diluted EPS from Continuing Operationsto Post-Tax Adjusted EPS from Continuing Operations”, including the related footnotes, for details about how BGC’s non-GAAP results are reconciled to those under GAAP.

Adjusted EBITDA Defined

BGC also provides an additional non-GAAP financial performance measure, “Adjusted EBITDA”, which it defines as GAAP “Net income (loss) from continuingoperations available to common stockholders”, adjusted to add back the following items:

* Provision (benefit) for income taxes;

* Net income (loss) from continuing operations attributable to noncontrolling interest in subsidiaries;

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* Interest expense;

* Fixed asset depreciation and intangible asset amortization;

* Equity-based compensation and allocations of net income to limited partnership units and FPUs;

* Impairment of long-lived assets;

* (Gains) losses on equity method investments; and

* Certain other non-cash GAAP items, such as non-cash charges of amortized rents incurred by the Company for its new U.K. based headquarters.

The Company’s management believes that its Adjusted EBITDA measure is useful in evaluating BGC’s operating performance, because the calculation of thismeasure generally eliminates the effects of financing and income taxes and the accounting effects of capital spending and acquisitions, which would include impairment chargesof goodwill and intangibles created from acquisitions. Such items may vary for different companies for reasons unrelated to overall operating performance. As a result, theCompany’s management uses this measure to evaluate operating performance and for other discretionary purposes. BGC believes that Adjusted EBITDA is useful to investorsto assist them in getting a more complete picture of the Company’s financial results and operations.

Since BGC’s Adjusted EBITDA is not a recognized measurement under GAAP, investors should use this measure in addition to GAAP measures of net incomewhen analyzing BGC’s operating performance. Because not all companies use identical EBITDA calculations, the Company’s presentation of Adjusted EBITDA may not becomparable to similarly titled measures of other companies. Furthermore, Adjusted EBITDA is not intended to be a measure of free cash flow or GAAP cash flow fromoperations because the Company’s Adjusted EBITDA does not consider certain cash requirements, such as tax and debt service payments.

For more information regarding Adjusted EBITDA, see the section in the Company’s most recent financial results press release titled “Reconciliation of GAAP NetIncome (Loss) from Continuing Operations Available to Common Stockholders to Adjusted EBITDA from Continuing Operations”, including the footnotes to the same, fordetails about how BGC’s non-GAAP results are reconciled to those under GAAP.

Timing of Outlook for Certain GAAP and Non-GAAP Items

BGC anticipates providing forward-looking guidance for GAAP revenues and for certain non-GAAP measures from time to time. However, the Company does notanticipate providing an outlook for other GAAP results. This is because certain GAAP items, which are excluded from Adjusted Earnings and/or Adjusted EBITDA, aredifficult to forecast with precision before the end of each period. The Company therefore believes that it is not possible for it to have the required information necessary toforecast GAAP results or to quantitatively reconcile GAAP forecasts to non-GAAP forecasts with sufficient precision without unreasonable efforts. For the same reasons, theCompany is unable to address the probable significance of the unavailable information. The relevant items that are difficult to predict on a quarterly and/or annual basis withprecision and may materially impact the Company’s GAAP results include, but are not limited, to the following:

* Certain equity-based compensation charges that may be determined at the discretion of management throughout and up to the period-end;

* Unusual, one-time, non-ordinary, or non-recurring items;

* The impact of gains or losses on certain marketable securities, as well as any gains or losses related to associated mark-to- market movements and/orhedging. These items are calculated using period-end closing prices;

* Non-cash asset impairment charges, which are calculated and analyzed based on the period-end values of the underlying assets. These amounts may notbe known until after period-end;

* Acquisitions, dispositions and/or resolutions of litigation, which are fluid and unpredictable in nature.

Liquidity Defined

BGC may also use a non-GAAP measure called “liquidity”. The Company considers liquidity to be comprised of the sum of cash and cash equivalents, reverserepurchase agreements (if any), securities owned, and marketable securities, less securities lent out in securities loaned transactions and repurchase agreements (if any). TheCompany considers liquidity to be an important metric for determining the amount of cash that is available or that could be readily available to the Company on short notice.

For more information regarding Liquidity, see the section in the Company’s most recent financial results press release titled “Liquidity Analysis from ContinuingOperations”, including any footnotes to the same, for details about how BGC’s non-GAAP results are reconciled to those under GAAP.

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ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA

The following table sets forth selected consolidated financial data for the last five years ended December 31, 2019. This selected consolidated financial data shouldbe read in conjunction with “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our Consolidated Financial Statements andthe accompanying Notes thereto included elsewhere in this Annual Report on Form 10-K. Amounts in thousands, except per share data.

Year Ended December 31,

2019 20181   20171   20161, 2, 3   20151, 2, 3, 4  Consolidated Statements of Operations Data: Revenues:

Commissions $ 1,645,818 $ 1,511,522 $ 1,334,383 $ 1,136,248 $ 1,122,982 Principal transactions 321,923 313,053 317,856 325,481 313,142

Total brokerage revenues 1,967,741 1,824,575 1,652,239 1,461,729 1,436,124 Fees from related parties 29,442 24,076 27,094 24,200 25,348 Data, software and post-trade 73,166 65,185 54,557 54,309 102,371 Interest income 18,319 14,404 14,557 8,896 9,132 Other revenues 15,563 9,570 2,504 5,177 8,686

Total revenues 2,104,231 1,937,810 1,750,951 1,554,311 1,581,661 Expenses:

Compensation and employee benefits 1,127,911 1,001,623 950,477 858,120 925,905 Equity-based compensation and allocations of net income to limited partnership units and FPUs 165,612 205,070 233,241 155,057 135,898

Total compensation and employee benefits 1,293,523 1,206,693 1,183,718 1,013,177 1,061,803 Other expenses 728,083 609,145 594,148 513,194 604,248

Total expenses 2,021,606 1,815,838 1,777,866 1,526,371 1,666,051 Other income (losses), net:

Gain (loss) on divestiture and sale of investments 18,421 — 561 7,044 394,347 Gains (losses) on equity method investments 4,115 7,377 4,627 3,543 2,597 Other income (loss) 32,953 50,468 25,863 81,934 123,168

Total other income (losses), net 55,489 57,845 31,051 92,521 520,112 Income (loss) from operations before income taxes 138,114 179,817 4,136 120,461 435,722 Provision (benefit) for income taxes 53,171 76,120 92,772 56,339 127,263 Consolidated net income (loss) from continuing operations 84,943 103,697 (88,636) 64,122 308,459 Consolidated net income (loss) from discontinued operations, net of tax — 176,169 170,365 189,716 9,698 Consolidated net income (loss) 84,943 279,866 81,729 253,838 318,157 Less: Net income (loss) from continuing operations attributable to noncontrolling interest in subsidiaries 29,236 29,993 36,167 70,005 158,121 Less: Net income (loss) from discontinued operations attributable to noncontrolling interest in subsidiaries — 52,353 (5,913) (1,189) 77 Net income (loss) available to common stockholders $ 55,707 $ 197,520 $ 51,475 $ 185,022 $ 159,959

Per share data: Basic earnings (loss) per share from continuing operations $ 0.16 $ 0.23 $ (0.43) $ (0.02) $ 0.62 Fully diluted earnings (loss) per share from continuing operations $ 0.16 $ 0.23 $ (0.43) $ (0.02) $ 0.59 Basic weighted-average shares of common stock outstanding 344,332 322,141 287,378 277,073 243,460 Fully diluted weighted-average shares of common stock outstanding 524,550 323,844 287,378 277,073 286,322

Dividends declared per share of common stock $ 0.56 $ 0.72 $ 0.70 $ 0.62 $ 0.54 Dividends declared and paid per share of common stock $ 0.56 $ 0.72 $ 0.70 $ 0.62 $ 0.54

Cash and cash equivalents $ 415,379 $ 336,535 $ 513,306 $ 468,986 $ 451,598 Total assets $ 3,916,120 $ 3,432,757 $ 5,429,712 $ 5,047,586 $ 4,783,324 Notes payable and other borrowings $ 1,142,687 $ 763,548 $ 575,029 $ 965,767 $ 840,877 Total liabilities $ 3,148,745 $ 2,544,877 $ 4,243,556 $ 3,361,469 $ 3,139,644 Total stockholders’ equity $ 685,826 $ 768,373 $ 633,886 $ 1,183,560 $ 893,972

1 Financial results have been retrospectively adjusted as a result of the Spin-Off to reflect Newmark through November 30, 2018 as discontinued operations for all periodspresented.

2 Amounts include the gain related to the earn-out associated with the NASDAQ transaction. During the third quarter of 2017, the Company transferred the right to receive theNasdaq earn-out payments to Newmark.

3 Financial results have been retrospectively adjusted to include the financial results of Lucera.4 Amounts include gains related to the Company’s sale of all of the equity interests in the entities that made up the Trayport business to Intercontinental Stock Exchange, Inc. on

December 11, 2015.

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ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of BGC Partners’ financial condition and results of operations should be read together with BGC Partners’ consolidated financial statementsand notes to those statements, as well as the cautionary statements relating to forward-looking statements within the meaning of Section 27A of the Securities Act, and Section21E of the Exchange Act, included in this report.

This discussion summarizes the significant factors affecting our results of operations and financial condition as of and during the years ended December 31, 2019, 2018,and 2017. This discussion is provided to increase the understanding of, and should be read in conjunction with, our consolidated financial statements and the notes theretoincluded elsewhere in this report.

OVERVIEW AND BUSINESS ENVIRONMENT

We are a leading global brokerage and financial technology company servicing the global financial markets.

Through brands including BGC®, GFI®, Sunrise™, Besso™, Ed Broking®, Poten & Partners™ and RP Martin™, among others, our businesses specialize in thebrokerage of a broad range of products, including fixed income such as government bonds, corporate bonds, and other debt instruments, as well as related interest ratederivatives and credit derivatives. We also broker products across FX, equities, energy and commodities, insurance, and futures. Our businesses also provide a wide variety ofservices, including trade execution, brokerage services, clearing, trade compression, post-trade, information, and other back-office services to a broad assortment of financialand non-financial institutions. Our integrated platform is designed to provide flexibility to customers with regard to price discovery, execution and processing of transactions,and enables them to use Voice, Hybrid, or in many markets, Fully Electronic brokerage services in connection with transactions executed either OTC or through an exchange.Through our Fenics® group of electronic brands, we offer a number of market infrastructure and connectivity services, Fully Electronic marketplaces, and the Fully Electronicbrokerage of certain products that also may trade via Voice and Hybrid execution. The full suite of Fenics® offerings include market data and related information services, FullyElectronic brokerage, compression and other post-trade services, analytics related to financial instruments and markets, and other financial technology solutions. Fenics® brandsoperate under the names Fenics®, BGC Trader™, CreditMatch®, Fenics MD™, BGC Market Data™, kACE2®, EMBonds®, Capitalab®, Swaptioniser®, CBID® andLucera®.

We previously offered real estate services through our publicly traded subsidiary, Newmark (NASDAQ: NMRK). On November 30, 2018, we completed the Spin-Off ofNewmark (see “Newmark IPO, Separation Transaction and Spin-Off” for more information).

BGC, BGC Partners, BGC Trader, GFI, GFI Ginga, CreditMatch, Fenics, Fenics.com, Sunrise Brokers, Besso, Ed Broking, Poten & Partners, RP Martin, kACE2,EMBonds, Capitalab, Swaptioniser, CBID and Lucera are trademarks/service marks, and/or registered trademarks/service marks of BGC Partners, Inc. and/or its affiliates.

Our customers include many of the world’s largest banks, broker-dealers, investment banks, trading firms, hedge funds, governments, corporations, and investmentfirms. We have dozens of offices globally in major markets including New York and London, as well as in Bahrain, Beijing, Bermuda, Bogotá, Brisbane, Buenos Aires,Chicago, Copenhagen, Dubai, Dublin, Frankfurt, Geneva, Hong Kong, Houston, Istanbul, Johannesburg, Madrid, Melbourne, Mexico City, Moscow, Nyon, Paris, Rio deJaneiro, Santiago, São Paulo, Seoul, Shanghai, Singapore, Sydney, Tel Aviv, Tokyo and Toronto.

As of December 31, 2019, we had over 2,900 brokers, salespeople, managers and other front-office personnel across our businesses.

Newmark IPO, Separation and Spin-Off

On December 13, 2017, prior to the Newmark IPO, pursuant to the Separation and Distribution Agreement, we transferred substantially all of the assets and liabilitiesrelating to our Real Estate Services business to Newmark. In connection with the Separation, Newmark assumed certain indebtedness and made a proportional distribution ofinterests in Newmark Holdings to holders of interests in BGC Holdings.

In December 2017, Newmark completed its IPO of an aggregate of 23 million shares of Newmark Class A common stock. Prior to the Newmark IPO, Newmark was ourwholly owned subsidiary.

On November 30, 2018, we completed the Spin-Off of the shares of Newmark Class A and Class B common stock held by us to our stockholders as of the close ofbusiness on the Record Date through a special pro-rata stock dividend pursuant to which shares of Newmark Class A common stock held by BGC were distributed to holders ofBGC Class A common stock and shares of Newmark Class B common stock held by BGC were distributed to holders of BGC Class B common stock (which holders of BGCClass B common stock were Cantor and another entity controlled by our CEO, Howard W. Lutnick). Following the Spin-Off, BGC no longer holds any shares of Newmark.

For more information about these transactions, see Note 1—“Organization and Basis of Presentation” to our consolidated financial statements in Part II, Item 8 of thisAnnual Report on Form 10-K.

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GFI Merger

On January 12, 2016, we completed our acquisition of GFI, a leading intermediary and provider of trading technologies and support services to the global OTC andlisted markets, via the GFI Merger. GFI serves institutional clients in operating electronic and hybrid markets for cash and derivative products across multiple asset classes.

Nasdaq Transaction

On June 28, 2013, we completed the sale of certain assets to Nasdaq, which purchased certain assets and assumed certain liabilities from us and our affiliates, includingthe eSpeed brand name and various assets comprising the Fully Electronic portion of our benchmark on-the-run U.S. Treasury brokerage, market data and co-location servicebusinesses, for cash consideration of $750 million paid at closing, plus an earn-out of up to 14,883,705 shares of Nasdaq common stock to be paid ratably in each of the fifteenyears following the closing in which the consolidated gross revenue of Nasdaq is equal to or greater than $25 million. During the third quarter of 2017, the Company transferredthe right to receive earn-out payments from Nasdaq to Newmark. Following the Spin-Off, the right to receive earn-out payments from Nasdaq remains with Newmark.

As a result of the sale of eSpeed, we only sold our on-the-run benchmark 2-, 3-, 5-, 7-, 10-, and 30-year Fully Electronic trading platform for U.S. Treasury Notes andBonds. We continue to offer Voice brokerage for on-the-run U.S. Treasuries, as well as across various other products in rates, credit, FX, market data and software solutions. Aswe continue to focus our efforts on converting Voice and Hybrid desks to Fully Electronic execution, our e-businesses and revenues from inter-company data, software, andpost-trade services, have continued to grow their revenues.

Going forward, we expect these businesses to become an even more valuable part of BGC as they continue to grow.

Fully Electronic (Fenics) and Hybrid Execution

For the purposes of this document and subsequent SEC filings, all of our Fully Electronic businesses are referred to as Fenics. The Fenics business includes our group ofelectronic brands offering a number of market infrastructure and connectivity services, Fully Electronic marketplaces, and the Fully Electronic brokerage of certain products thatalso may trade via Voice and Hybrid execution. The full suite of Fenics offerings include market data and related information services, Fully Electronic brokerage, compressionand other post-trade services, analytics related to financial instruments and markets, and other financial technology solutions.

Historically, our technology-based product growth has led to higher margins and greater profits over time for exchanges and wholesale financial intermediaries alike,even if overall Company revenues remain consistent. This is largely because automated and electronic trading efficiency allows the same number of employees to manage agreater volume of trades as the marginal cost of incremental trading activity falls. Over time, the conversion of exchange-traded and OTC markets to Fully Electronic tradinghas also led, on average, to volumes increasing by enough to offset commission declines, and thus often to similar or higher overall revenues. We have been a pioneer increating and encouraging Hybrid and Fully Electronic execution, and we continually work with our customers to expand such trading across more asset classes and geographies.

Outside of U.S. Treasuries and spot FX, the banks and financial firms that dominate the OTC markets had, until recent years, generally been hesitant in adoptingelectronically traded products. However, the banks, broker-dealers, and other professional trading firms are now much more active in Hybrid and Fully Electronically tradedmarkets across various OTC products, including credit derivative indices, FX derivatives, non-U.S. sovereign bonds, corporate bonds, and interest rate derivatives. Theseelectronic markets have grown as a percentage of overall industry volumes for the past few years as firms like BGC have invested in the kinds of technology favored by ourcustomers. Regulation in Asia, Europe and the U.S. regarding banking, capital markets, and OTC derivatives has accelerated the adoption of Fully Electronic execution, and weexpect this to continue. We also believe that new clients, beyond our large bank customer base, will primarily transact electronically across our Fenics platform.

The combination of more market acceptance of Hybrid and Fully Electronic execution and our competitive advantage in terms of technology and experience hascontributed to our strong gains in electronically traded products. We continue to invest in Hybrid and Fully Electronic technology broadly across our product categories, notonly launching existing product pools but also launching new platforms with market leading protocols and functionality, which we believe will be game changing in the sector.Fenics has exhibited strong growth over the past several years, and we believe that this growth has outpaced the wholesale brokerage industry as a whole. We expect this trendto accelerate as we convert more of our Voice and Hybrid brokerage into Fully Electronic brokerage across our Fenics platform.

We expect to benefit from the secular trend towards electronic trading, increased demand for market data, and the need for increased automation and post-trade services.We continue to onboard new customers as the opportunities created by electronic and algorithmic trading continue to transform our industry. We continue to roll out our next-gen Fenics brokerage platforms across more products and geographies with the goal of seamlessly integrating Voice liquidity with customer electronic orders either by agraphical user interface or application programming interface, and we expect to have continued success converting Voice/Hybrid desks over time as we roll out these platformsacross more products and geographies.

We have continued to invest in our new Fenics stand-alone Fully Electronic offerings, which currently include:

• Fenics GO, our new electronic trading platform, which provides live, real-time and tradeable two-way electronic liquidity for exchange-listed futures andoptions, such as Eurex EURO STOXX 50 Index Options, NIKKEI 225, and related Delta One strategies. Fenics GO recently added Citadel Securities, whojoined IMC, Maven Securities, and Optiver as electronic liquidity providers;

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• Fenics UST, which generated volume growth of approximately 230% year-on-year in December 2019. This compares with a decline of 18% for overall primary

dealer U.S. Treasury volumes. Primary dealer volumes are based on data from the Securities Industry and Financial Markets Association. Over the sametimeframe, Fenics UST increased its market share of CLOB trading from approximately 2% to nearly 10% and is now the second largest CLOB platform forU.S. Treasuries. CLOB market share is based on data from Greenwich Associates for the U.S. Treasury volumes of Fenics UST, CME BrokerTec, Nasdaq FixedIncome, and Dealerweb. Including these CLOB platforms as well as the volumes of platforms using other fully electronic U.S. Treasury trading protocols, FenicsUST increased its market share from 1.3% to 5.4% year-on-year in December 2019, per Greenwich Associates.

• Our expanded Fenics FX platforms, including MidFX, Spot, FX Options, and non-deliverable and FX forwards;

• Lucera, which is our software-defined network, offering the trading community direct connectivity to each other; and

• Capitalab’s Nikkei 225 options compression service, which is in partnership with the Singapore Exchange.

Collectively, our newer Fenics offerings, such as the five listed above, are not yet fully up to scale, and are not yet generating significant revenues. The net loss relatingto investment in these new products and services was more than $55 million and $30 million for the years ended December 31, 2019 and 2018, respectively. Looking ahead, weexpect the net loss relating to these investments in Fenics offerings to improve by $15 million in 2020 and for the net loss to be approximately $40 million, and for these newerbusinesses to break even during 2021. Over time, we expect these new products and services to become profitable, high-margin businesses as their scale and revenues increase,all else equal. We believe that our newer Fenics offerings have created significant shareholder value.

As we continue to focus our efforts on converting Voice and Hybrid desks to Fully Electronic execution, net revenues in our higher margin Fully Electronic businessesacross brokerage, data, software, and post-trade increased 12.2% to $73.2 million for the year ended December 31, 2019. Going forward, we expect Fenics to become an evenmore valuable part of BGC as it continues to grow. We continue to analyze how to optimally configure our Voice/Hybrid and Fully Electronic businesses.

Possible Restructuring

Before our first quarter 2020 earnings call, we expect to submit a proposal to the Board and relevant committees with respect to converting our partnership into acorporation. Our current target is to be positioned to begin executing a conversion around the end of the third quarter of 2020, and expect to complete the execution around yearend 2020. Any such restructuring would be subject to tax, accounting, regulatory, and other considerations and approvals.

Impact of ASC 606 on Results

From 2014 through 2016, the FASB issued several accounting standard updates, which together comprise ASC Topic 606, Revenue from Contracts with Customers.Beginning in the first quarter of 2018, the Company began recording its financial results to conform to ASC 606. ASC 606 does not currently materially impact the results ofBGC. The consolidated Company has elected to adopt the guidance using the modified retrospective approach to ASC 606, under which the consolidated Company applied thenew standard only to new contracts initiated on or after January 1, 2018 and recorded the transition adjustments as part of “Total equity”.

Financial Services Industry

The financial services industry has grown historically due to several factors. One factor was the increasing use of derivatives to manage risk or to take advantage of theanticipated direction of a market by allowing users to protect gains and/or guard against losses in the price of underlying assets without having to buy or sell the underlyingassets. Derivatives are often used to mitigate the risks associated with interest rates, equity ownership, changes in the value of FX, credit defaults by corporate and sovereigndebtors and changes in the prices of commodity products. Over this same timeframe, demand from financial institutions, financial services intermediaries and large corporationshave increased volumes in the wholesale derivatives market, thereby increasing the business opportunity for financial intermediaries.

Another key factor in the historical growth of the financial services industry has been the increase in the number of new financial products. As market participants andtheir customers strive to mitigate risk, new types of equity and fixed income securities, futures, options and other financial instruments have been developed. Most of these newsecurities and derivatives were not immediately ready for more liquid and standardized electronic markets, and generally increased the need for trading and required broker-assisted execution.

Due largely to the impacts of the global financial crises of 2008-2009, our businesses had faced more challenging market conditions from 2009 until the second half of2016. Accommodative monetary policies were enacted by several major central banks, including the Federal Reserve, Bank of England, Bank of Japan and the European CentralBank, in response to the global financial crises. These policies have resulted in historically low levels of volatility and interest rates across many of the financial markets inwhich we operate. The global credit markets also faced structural issues, such as increased bank capital requirements under Basel III. Consequently, these factors contributed tolower trading volumes in our rates and credit asset classes across most geographies in which we operated.

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Since mid-2016, the overall financial services industry has benefited from sustained economic growth, a lower unemployment rate, higher consumer spending, the

modification or repeal of certain U.S. regulations, and higher investment income. In addition, the secular trend towards digitalization and electronification within the industryhas contributed to higher overall volumes and transaction count in Fully Electronic execution. Looking ahead, concerns about the future trade relationship between the U.K. andthe EU after Brexit, a slowdown in global growth driven by the outbreak of coronavirus in China, and an increase in trade protectionism are tempered by expectations ofmonetary and fiscal stimulus.

Brexit

On June 23, 2016, the U.K. held a referendum regarding continued membership in the EU. The exit from the EU is commonly referred to as Brexit. The Brexit votepassed by 51.9% to 48.1%. The U.K. subsequently formally left the EU on January 31, 2020, but its relationship with the bloc will remain in a transition period until December31, 2020. During this period, the U.K. will, with some exceptions, remain subject to EU law. It will also maintain access to the EU’s single market. If both the U.K. and the EUagree, this transition period may be extended once by up to two years, meaning it could remain in place until December 31, 2022. Such an extension must, however, be agreedupon before July 1, 2020. The U.K. government has ruled out any extension to the transition period and has legislated for a commitment not to agree to any extension. Thegovernment would then only be able to reverse that provision through new legislation.

The U.K. and EU are currently negotiating a trade deal which, once signed, should determine the new bilateral trade relationship going forward. Given the short timeperiod involved, it is not certain that such trade deal will be sufficiently comprehensive to encompass financial services. In case no new trade deal (or one incorporating financialservices) is in place by the end of the transition period, absent mitigating legislative measures by individual EU member states, the trade relationship between the U.K. and theEU would be solely based on World Trade Organization terms. This could hinder current levels of mutual market access. While other trade deals are being considered, forexample between the U.K. and the U.S., these may also prove challenging to negotiate and are unlikely to replace or compensate for a reduction, if any, in U.K. and EU trade atleast in the short term. Further, the terms of a U.K. and EU trade deal may adversely impact the negotiation and terms of such other deals and vice versa.

Given the current uncertainty around the future trade relationship and/or the length of the transition period, the consequences for the economies of the U.K. and the EUmember states as a result of the U.K.’s withdrawal from the EU are unknown and unpredictable. Given the lack of comparable precedent, it is unclear what the broader macro-economic and financial implications the U.K. leaving the EU with no agreements in place would have.

This uncertainty could adversely impact investor confidence which could result in additional market volatility. Historically, elevated volatility has often led to increasedvolumes in the Financial Services markets in which we broker, which could be beneficial for our businesses. At other times, increased volatility has led to many marketparticipants curtailing trading activity. Furthermore, any future trade deal might lead to a fragmented regulatory environment, which could increase the costs of our operationsand loss of existing levels of cross-border market access. While we have implemented plans to ensure continuity of service in Europe and continue to have regulated entities andoffices in place in many of the major European markets in order to mitigate certain risks and uncertainties created by political negotiations between the U.K. and EU, these andother risks and uncertainties could have a material adverse effect on our customers, counterparties, businesses, prospects, financial condition and results of operations.

Regulation

See “Regulation” included in Part I, Item 1 of this Annual Report on Form 10-K for additional information related to our regulatory environment.

Industry Consolidation

In recent years, there has been significant consolidation among the interdealer-brokers and wholesale brokers with which we compete. In addition to our 2015acquisition of GFI, Tullett and ICAP announced in November 2015 an agreement whereby Tullett would purchase the vast majority of ICAP’s global Voice/Hybrid broking, aswell as portions of its information businesses. Following the completion of this deal in December 2016, ICAP changed its corporate name to NEX, and Tullett changed its nameto TP ICAP plc. CME announced in March 2018 that it had agreed to acquire NEX and completed the acquisition in November 2018. We expect to continue to compete with theelectronic markets, post-trade and information businesses of NEX, that are part of CME now, through the various offerings on our Fenics platform. We will also continue tocompete with TP ICAP across various Voice/Hybrid brokerage marketplaces as well as via Fenics. There has also been significant consolidation among smaller non-publicwholesale brokers, including our acquisitions of RP Martin, Heat Energy Group, Remate Lince and Sunrise Brokers Group. We view the recent consolidation in the industryfavorably, as we expect it to provide additional operating leverage to our businesses in the future.

Growth Drivers

As a wholesale intermediary in the financial services industry, our businesses are driven primarily by overall industry volumes in the markets in which we broker, thesize and productivity of our front-office headcount (including brokers, salespeople, managers and other front-office personnel), regulatory issues, and the percentage of ourrevenues we are able to generate by Fully Electronic means.

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Below is a brief analysis of the market and industry volumes for some of our products, including our overall Hybrid and Fully Electronic execution activities.

Overall Market Volumes and Volatility

Volume is driven by a number of factors, including the level of issuance for financial instruments, price volatility of financial instruments, macro-economic conditions,creation and adoption of new products, regulatory environment, and the introduction and adoption of new trading technologies. Historically, increased price volatility has oftenincreased the demand for hedging instruments, including many of the cash and derivative products that we broker.

Rates volumes in particular are influenced by market volumes and, in certain instances, volatility. Historically low and negative interest rates across the globe havesignificantly reduced the overall trading appetite for rates products. As a result of central bank policies and actions, as well as continued expectations of low inflation rates,many sovereign bonds continue to trade at or close to negative yields, especially in real terms. In addition, also weighing on yields and rates volumes are global central bankquantitative easing programs. The programs depress rates volumes because they entail central banks buying government securities or other securities in the open market —particularly longer-dated instruments — in an effort to promote increased lending and liquidity and bring down long-term interest rates. When central banks hold theseinstruments, they tend not to trade or hedge, thus lowering rates volumes across cash and derivatives markets industry-wide. Major central banks such as the U.S. FederalReserve, ECB, Bank of Japan, Bank of England, and Swiss National Bank continue to maintain historically low interest rates through quantitative easing programs, keeping keyshort-term interest rates low, or a combination of both. Even with the Federal Reserve unwind, the overall dollar value of balance sheets of the G-4 (the U.S., Eurozone, Japan,and U.K.) is expected to remain high as a percentage of G-4 GDP over the near term. Largely as a result of quantitative easing and expectations of continued low inflation, theyield on Germany's 10-year bond was (0.19)% and the yield on Japan's 10-year bond was (0.02)% as of the end of the fourth quarter of 2019.

Additional factors have weighed down market volumes in the products we broker. For example, the Basel III accord, implemented in late 2010 by the G-20 centralbanks, is a global regulatory framework on bank capital adequacy, stress testing and market liquidity risk that was developed with the intention of making banks more stable inthe wake of the financial crisis by increasing bank liquidity and reducing bank leverage. The accord, which is expected to be fully phased in as of January 1, 2022, has alreadyrequired most large banks in G-20 nations to hold approximately three times as much Tier 1 capital as was required under the previous set of rules. These capital rules havemade it more expensive for banks to hold non-sovereign debt assets on their balance sheets, and as a result, analysts say that banks have reduced their proprietary tradingactivity in corporate and asset-backed fixed income securities as well as in various other OTC cash and derivative instruments. We believe that this has further reduced overallmarket exposure and industry volumes in many of the products we broker, particularly in credit.

For the year ended December 31, 2019, industry volumes were generally mixed year-over-year across fixed income, and higher for commodities, while FX and equitiesindustry volumes were generally lower. Below is an expanded discussion of the volume and growth drivers of our various brokerage product categories.

Rates Volumes and Volatility

Our rates business is influenced by a number of factors, including global sovereign issuances, secondary trading and the hedging of these sovereign debt instruments.The amount of global sovereign debt outstanding remains high by historical standards, and the level of secondary trading and related hedging activity was mixed during 2019. Inaddition, according to Bloomberg and the Federal Reserve Bank of New York, the average daily volume of various U.S. Treasuries, excluding Treasury bills, among primarydealers was 7% higher in 2019 as compared to a year earlier. Additionally, interest rate derivative volumes were down 13% and up 4% at ICE and the CME, respectively, allaccording to company press releases. In comparison, our revenue from Fenics Fully Electronic rates increased 13.7%, while our overall rates revenues were up 8.2% ascompared to a year earlier to $594.9 million.

Our rates revenues, like the revenues for most of our products, are not fully dependent on market volumes and, therefore, do not always fluctuate consistently withindustry metrics. This is largely because our Voice, Hybrid, and Fully Electronic desks in rates often have volume discounts built into their price structure, which results in ourrates revenues being less volatile than the overall industry volumes.

Overall, analysts and economists expect the absolute level of sovereign debt outstanding to remain at elevated levels for the foreseeable future as governments financetheir future deficits and roll over their sizable existing debt. Meanwhile, economists expect that the effects of various forms of quantitative easing undertaken by the variousmajor central banks over the past several years will continue to negatively impact financial market volumes, as economic growth remains weak in most OECD countries. As aresult, we expect long-term tailwinds in our rates business from continuing high levels of government debt, but continued near-term headwinds due to the current low interestrate environment and continued accommodative monetary policies globally.

FX Volumes and Volatility

Global FX volumes were generally lower during 2019. Spot FX volumes at CME, Refinitiv (formerly the Financial & Risk business of Thomson Reuters), and EBS(CME formerly NEX) were down 14%, flat, and down 17%, respectively. In comparison, our overall FX revenues decreased by 6.5% to $370.3 million.

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Credit Volumes

The cash portion of our credit business is impacted by the level of global corporate bond issuance, while both the cash and credit derivatives sides of this business areimpacted by sovereign and corporate issuance. The global credit derivative market turnover has declined over the last few years due to the introduction of rules and regulationsaround the clearing of credit derivatives in the U.S. and elsewhere, along with non-uniform regulation across different geographies. In addition, many of our large bankcustomers continue to reduce their inventory of bonds and other credit products in order to comply with Basel III and other international financial regulations. During 2019,primary dealer average daily volume for corporate bonds (excluding commercial paper) was up by 11% according to Bloomberg and the Federal Reserve Bank of New York.Total notional traded credit derivatives as reported by the International Swaps and Derivatives Association — a reflection of the OTC derivatives market — were down by 12%,from a year earlier. In comparison, our overall credit revenues were up by 5.0% to $306.7 million.

Energy and Commodities

Energy and commodities volumes were generally higher during 2019 compared with the year earlier. According to the Futures Industry Association, the total contractstraded in energy and commodities futures were up 14% in 2019 compared to the previous year. Similarly, total contracts traded in energy and commodities options were up 16%over the same period. In comparison, BGC’s energy and commodities revenues increased by 25.6% to $286.6 million, which was driven by the acquisitions of Poten & Partnersand Ginga Petroleum, as well as organic growth, and partially offset by the sale of CSC.

Equities, Insurance, and Other Asset Classes

Global equity volumes were generally down during 2019. Research from Raymond James indicates that the average daily volumes of U.S. cash equities and U.S. optionswere down 4% and 5%, respectively, from a year ago. Over the same timeframe, average daily volumes of European cash equities were down 18% (in notional value), whileEurex average daily volumes of equity derivatives were up 4%. Our overall revenues from equities, insurance, and other asset classes increased by 14.3% to $409.2 million,which was driven by the acquisition of Ed Broking.

For the three and twelve months ended December 31, 2019, insurance brokerage revenues increased by 185.6% and 126.0% to $43.3 million and $155.8 million,respectively. Including interest income, total revenues associated with insurance brokerage increased by 186.5% and 127.7% to $44.0 million and $158.0 million, respectively,for the three and twelve months ended December 31, 2019.

Our overall insurance brokerage business now includes Ed Broking, as well as our newly acquired aviation and space insurance brokerage business, whose producers arenot yet generating meaningful revenue. Therefore, these newer insurance businesses are not yet up to scale. The pre-tax loss relating to our insurance brokerage business was$9.7 million and $18.0 million for the three and twelve months ended December 31, 2019, respectively. The corresponding prior year periods had a pre-tax loss of $2.8 millionand pre-tax income of $5.3 million for the three and twelve months ended December 31, 2018, respectively.

We currently expect our overall insurance brokerage business to operate around breakeven for the next two years as we seek to double this division’s current revenues.We also expect our overall investment to turn profitable and deliver margins in excess of 15% by 2022. This is similar to the trend in revenues and profitability of our formerreal estate services business, Newmark, over its first three years as part of BGC. We believe our insurance brokerage business is worth materially more than our investment andare actively considering ways to better express its value for the benefit of our investors.

Summary of Results from Continuing Operations

Our results from continuing operations exclude the results of Newmark for all periods due to the Spin-Off. During the year ended December 31, 2019, BGC’s revenuesincreased 8.6%, to $2,104.2 million. This growth was largely due to an increase in brokerage revenues, which were up by 7.8% to $1,967.7 million. In addition, our data,software, and post-trade revenues increased by 12.2% from a year ago to $73.2 million. Income from operations before income taxes decreased by $41.7 million to $138.1million for the year ended December 31, 2019.

FINANCIAL OVERVIEW

Revenues

Our revenues are derived primarily from brokerage commissions charged for either agency or matched principal transactions, fees from related parties, fees charged formarket data, analytics and post-trade products, fees from software solutions, and interest income.

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Brokerage

We earn revenues from our brokerage services on both an agency and matched principal basis. In agency transactions, we charge a commission for connecting buyersand sellers and assisting in the negotiation of the price and other material terms of the transaction. After all material terms of a transaction are agreed upon, we identify the buyerand seller to each other and leave them to settle the trade directly. Principal transaction revenues are primarily derived from matched principal transactions, whereby revenuesare earned on the spread between the buy and the sell price of the brokered security, commodity or derivative. Customers either see the buy or sell price on a screen or are giventhis information over the phone. The brokerage fee is then added to the buy or sell price, which represents the spread we earn as principal transactions revenues. On a limitedbasis, we enter into unmatched principal transactions to facilitate a customer’s execution needs for transactions initiated by such customers. We also provide market dataproducts for selected financial institutions.

We offer our brokerage services in seven broad product categories: rates, credit, FX, energy & commodities, equities, insurance, and other asset classes. The chart belowdetails brokerage revenues by product category and by Voice/Hybrid versus Fully Electronic (in thousands):

For the Year Ended December 31, 2019 2018 2017

Brokerage revenue by product: Rates $ 594,884 $ 549,825 $ 510,880 FX 370,318 396,256 324,386 Credit 306,713 292,171 284,551 Energy and commodities 286,584 228,199 204,016 Equities, insurance, and other asset classes 409,242 358,124 328,406

Total brokerage revenues $ 1,967,741 $ 1,824,575 $ 1,652,239 Brokerage revenue by product (percentage):

Rates 30.2% 30.1% 30.9%FX 18.8 21.7 19.6 Credit 15.6 16.0 17.2 Energy and commodities 14.6 12.6 12.4 Equities, insurance, and other asset classes 20.8 19.6 19.9

Total brokerage revenues 100.0% 100.0% 100.0%Brokerage revenue by type:

Voice/Hybrid $ 1,763,114 $ 1,628,653 $ 1,483,945 Fully Electronic 204,627 195,922 168,294

Total brokerage revenues $ 1,967,741 $ 1,824,575 $ 1,652,239 Brokerage revenue by type (percentage):

Voice/Hybrid 89.6% 89.3% 89.8%Fully Electronic 10.4 10.7 10.2

Total brokerage revenues 100.0% 100.0% 100.0%

As the above table indicates, our brokerage operations in the rates product category produce a significant percentage of our total brokerage revenues. We expect thatrevenues from our rates product brokerage operations will increase in absolute terms, but decline as a percentage of our overall revenues as we continue to invest in expandingin other asset classes.

Our position as a leading wholesale financial broker is enhanced by our Hybrid brokerage platform. We believe that the more complex, less liquid markets on which wefocus often require significant amounts of personal and attentive service from our brokers. In more mature markets, we offer Fully Electronic execution capabilities to ourcustomers through our platforms, including Fenics and BGC Trader. Our Hybrid platform allows our customers to trade on a Voice, Hybrid or, where available, Fully Electronicbasis, regardless of whether the trade is OTC or exchange-based, and to benefit from the experience and market intelligence of our worldwide brokerage network. Our electroniccapabilities include clearing, settlement, post-trade, and other back-office services as well as straight-through processing for our customers across several products. Furthermore,we benefit from the operational leverage in our Fully Electronic platform. We believe our Hybrid brokerage approach provides a competitive advantage over competitors whodo not offer this full range of technology.

Rates

Our rates business is focused on government debt, futures and currency, and both listed and OTC interest rate derivatives, which are among the largest, most global andmost actively traded markets. The main drivers of these markets are global macroeconomic forces such as growth, inflation, government budget policies and new issuances.

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Credit

We provide our brokerage services in a wide range of credit instruments, including asset-backed securities, convertible bonds, corporate bonds, credit derivatives andhigh yield bonds.

FX

The FX market is one of the largest financial markets in the world. FX transactions can either be undertaken in the spot market, in which one currency is sold andanother is bought, or in the derivative market in which future settlement of the identical underlying currencies are traded. We provide full execution OTC brokerage services inmost major currencies, including all G8 currencies, emerging market, cross and exotic options currencies.

Energy and Commodities

We provide brokerage services for most widely traded energy and commodities products, including futures and OTC products covering, refined and crude oil, liquidnatural gas, coal, electricity, gold and other precious metals, base metals, emissions, and soft commodities. We also provide brokerage services associated with the shipping ofcertain energy and commodities products.

Equities, Insurance, and Other Asset Classes

We provide brokerage services in a range of markets for equity products, including cash equities, equity derivatives (both listed and OTC), equity index futures andoptions on equity products as well as insurance products.

Fees from Related Parties

We earn fees from related parties for technology services and software licenses and for certain administrative and back-office services we provide to affiliates,particularly from Cantor. These administrative and back-office services include office space, utilization of fixed assets, accounting services, operational support, humanresources, legal services and information technology.

Data, software and post-trade

Fenics Market Data is a supplier of real-time, tradable, indicative, end-of-day and historical market data. Our market data product suite includes fixed income, interestrate derivatives, credit derivatives, FX, FX options, money markets, energy and equity derivatives and structured market data products and services. The data are sourced fromthe Voice, Hybrid and Fully Electronic broking operations, as well as the market data operations, including BGC, GFI and RP Martin, among others. It is made available tofinancial professionals, research analysts and other market participants via direct data feeds and BGC-hosted FTP environments, as well as via information vendors such asBloomberg, Thomson Reuters, ICE Data Services, QUICK Corp., and other select specialist vendors.

Through our software solutions business, we provide customized software to broaden distribution capabilities and provide electronic solutions to financial marketparticipants. The software solutions business leverages our global infrastructure, software, systems, portfolio of intellectual property, and electronic trading expertise to providecustomers with electronic marketplaces and exchanges and real-time auctions to enhance debt issuance and to customize trading interfaces. We take advantage of the scalability,flexibility and functionality of our electronic trading system to enable our customers to distribute products to their customers through online offerings and auctions, includingprivate and reverse auctions, via our trading platform and global network. Using screen-based market solutions, customers are able to develop a marketplace, trade with theircustomers, issue debt, trade odd lots, access program trading interfaces and access our network and intellectual property. We provide option pricing and analysis tools thatdeliver price discovery that is supported with market data sourced from both our BGC and GFI trading systems.

In the fourth quarter of 2017, Capitalab completed its largest G-4 Interest Rates IMO to date with more than 15 participating counterparties. The service enabled thesecounterparties to multilaterally shrink delta, vega and curvature bilateral counterparty risks and significantly reduce both non-cleared and cleared initial margin at the CentralClearing Counterparty. In January of 2018, Capitalab executed the first combined compression cycle in Swaptions, Caps, Floors and cleared interest rate swaps due to itsappointment as an Approved Compression Service Provider at LCH’s SwapClear. In the second quarter of 2019, Capitalab launched its Nikkei 225 options compression servicein partnership with the Singapore Exchange.

Interest Income

We generate interest income primarily from the investment of our daily cash balances, interest earned on securities owned and reverse repurchase agreements. Theseinvestments and transactions are generally short-term in nature. We also earn interest income from employee loans, and we earn dividend income on certain marketablesecurities.

Other Revenues

We earn other revenues from various sources, including underwriting and advisory fees.

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Expenses

Compensation and Employee Benefits

The majority of our operating costs consist of cash and non-cash compensation expenses, which include base salaries, broker bonuses based on broker production,guaranteed bonuses, other discretionary bonuses, and all related employee benefits and taxes. Our employees consist of brokers, salespeople, executives and other administrativesupport. The majority of our brokers receive a base salary and a formula bonus based primarily on a pool of brokers’ production for a particular product or sales desk, as well ason the individual broker’s performance. Members of our sales force receive either a base salary or a draw on commissions. Less experienced salespeople typically receive basesalaries and bonuses.

As part of our compensation plans, certain employees are granted LPUs in BGC Holdings which generally receive quarterly allocations of net income, that are cashdistributed on a quarterly basis and generally contingent upon services being provided by the unit holders. As prescribed in U.S. GAAP guidance, the quarterly allocations of netincome on such LPUs are reflected as a component of compensation expense under “Equity-based compensation and allocations of net income to limited partnership units andFPUs” in our consolidated statements of operations.

Certain of these LPUs entitle the holders to receive post-termination payments equal to the notional amount in four equal yearly installments after the holder’stermination. These limited partnership units are accounted for as post-termination liability awards under U.S. GAAP guidance, which requires that we record an expense forsuch awards based on the change in value at each reporting period and include the expense in our consolidated statements of operations as part of “Equity-based compensationand allocations of net income to limited partnership units and FPUs.” The liability for LPUs with a post-termination payout amount is included in “Accrued compensation” onour consolidated statements of financial condition.

Certain LPUs are granted exchangeability into our Class A common stock on a one-for-one basis (subject to adjustment). At the time exchangeability is granted, theCompany recognizes an expense based on the fair value of the award on that date, which is included in “Equity-based compensation and allocations of net income to limitedpartnership units and FPUs” in our consolidated statements of operations.

In addition, Preferred Units are granted in connection with the grant of certain LPUs, such as PSUs, that may be granted exchangeability or redemption in connectionwith the grant of shares of common stock to cover the withholding taxes owed by the unit holder upon such exchange or redemption. This is an acceptable alternative to thecommon practice among public companies of issuing the gross amount of shares to employees, subject to cashless withholding of shares to pay applicable withholding taxes.Each quarter, the net profits of BGC Holdings and Newmark Holdings are allocated to Preferred Units at a rate of either 0.6875% (which is 2.75% per calendar year) or suchother amount as set forth in the award documentation. The Preferred Distribution is deducted before the calculation and distribution of the quarterly partnership distribution forthe remaining partnership interests. The Preferred Units are not entitled to participate in partnership distributions other than with respect to the Preferred Distribution. PreferredUnits may not be made exchangeable into our Class A common stock and are only entitled to the Preferred Distribution, and accordingly they are not included in our fullydiluted share count. The quarterly allocations of net income on Preferred Units are reflected in compensation expense under “Equity-based compensation and allocations of netincome to limited partnership units and FPUs” in our consolidated statements of operations.

We have entered into various agreements with certain of our employees and partners, whereby these individuals receive loans which may be either wholly or in partrepaid from the distribution earnings that the individual receives on their LPUs or may be forgiven over a period of time. The forgivable portion of these loans is recognized ascompensation expense over the life of the loan. From time to time, we may also enter into agreements with employees and partners to grant bonus and salary advances or othertypes of loans. These advances and loans are repayable in the timeframes outlined in the underlying agreements.

In addition, we also enter into deferred compensation agreements with employees providing services to us. The costs associated with such plans are generally amortizedover the period in which they vest. See Note 19—“Compensation” to our consolidated financial statements.

Other Operating Expenses

We have various other operating expenses. We incur leasing, equipment and maintenance expenses for our businesses worldwide. We also incur selling and promotionexpenses, which include entertainment, marketing and travel-related expenses. We incur communication expenses for voice and data connections with our clients, clearingagents and general usage; professional and consulting fees for legal, audit and other special projects; and interest expense related to short-term operational funding needs, andnotes payable and collateralized borrowings.

Primarily in the U.S., we pay fees to Cantor for performing certain administrative and other support services, including charges for occupancy of office space, utilizationof fixed assets and accounting, operations, human resources, legal services and technology infrastructure support. Management believes that these charges are a reasonablereflection of the utilization of services rendered. However, the expenses for these services are not necessarily indicative of the expenses that would have been incurred if we hadnot obtained these services from Cantor. In addition, these charges may not reflect the costs of services we may receive from Cantor in the future. We incur commissions andfloor brokerage fees for clearing, brokerage and other transactional expenses for clearing and settlement services. We also incur various other normal operating expenses.

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Other Income (Losses), Net

Gain (Loss) on Divestiture and Sale of Investments

Gain (Loss) on divestiture and sale of investments represent the gain or loss we recognize for the divestiture or sale of our investments.

Gains (Losses) on Equity Method Investments

Gains (losses) on equity method investments represent our pro-rata share of the net gains (losses) on investments over which we have significant influence but which wedo not control.

Other Income (Loss)

Other Income (loss) is primarily comprised of gains or losses related to fair value adjustments on investments carried under the alternative method. Other Income (loss)also includes realized and unrealized gains or losses related to sales and mark-to-market adjustments on Marketable securities and any related hedging transactions whenapplicable. Acquisition-related fair value adjustments of contingent consideration and miscellaneous recoveries are also included in Other Income (loss).

Provision (Benefit) for Income Taxes

We incur income tax expenses or benefit based on the location, legal structure and jurisdictional taxing authorities of each of our subsidiaries. Certain of the Company’sentities are taxed as U.S. partnerships and are subject to the UBT in New York City. U.S. federal and state income tax liability or benefit related to the partnership income orloss, with the exception of UBT, rests with the partners (see Note 2—“Limited Partnership Interests in BGC Holdings and Newmark Holdings” for discussion of partnershipinterests), rather than the partnership entity. The Company’s consolidated financial statements include U.S. federal, state and local income taxes on the Company’s allocableshare of the U.S. results of operations. Outside of the U.S., we operate principally through subsidiary corporations subject to local income taxes.

REGULATORY ENVIRONMENT

See “Regulation” in Part I, Item 1 of this Annual Report on Form 10-K for additional information related to our regulatory environment.

LIQUIDITY

See “Liquidity and Capital Resources” herein for information related to our liquidity and capital resources.

HIRING AND ACQUISITIONS

Key drivers of our revenue are front-office producer headcount and average revenue per producer. We believe that our strong technology platform and uniquepartnership structure have enabled us to use both acquisitions and recruiting to profitably increase our front-office staff at a faster rate than our largest competitors since ourformation in 2004.

We have invested significantly to capitalize on the current business environment through acquisitions, technology spending and the hiring of new brokers, salespeople,managers and other front-office personnel. The business climate for these acquisitions has been competitive, and it is expected that these conditions will persist for theforeseeable future. We have been able to attract businesses and brokers, salespeople, managers and other front-office personnel to our platform as we believe they recognize thatwe have the scale, technology, experience and expertise to succeed in the current business environment.

Our average revenue per front-office employee has historically declined year-over-year for the period immediately following significant headcount increases, and theadditional brokers and salespeople generally achieve significantly higher productivity levels in their second or third year with the Company. Excluding our insurance brokeragebusiness, as of December 31, 2019, our front-office headcount was 2,570 brokers, salespeople, managers and other front-office personnel, up 1% from 2,553 a year ago.Compared to the prior year, average revenue per front-office employee for the year ended December 31, 2019 decreased by 1% to $750 thousand from $760 thousand. On astand-alone basis, our total insurance brokerage headcount increased by 122% to 591 from 266 a year ago.

As of December 31, 2019, our front-office headcount, including our insurance brokerage business, was 2,990 brokers, salespeople, managers and other front-officepersonnel, up 13% from 2,654 a year ago. Our total technology headcount increased by 8% year-on-year to 691, related primarily to our newer Fenics stand-alone FullyElectronic offerings. Compared to the prior year, average revenue per front-office employee, including our insurance brokerage business, for the year ended December 31, 2019decreased by 7% to $703 thousand from $756 thousand. All figures mentioned in the previous two paragraphs exclude Newmark.

Because revenue per broker is not a widely used or relevant statistic for the insurance brokerage industry, BGC will provide statistics with respect to front-office staffexcluding this business beginning in the first quarter of 2020.

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The laws and regulations passed or proposed on both sides of the Atlantic concerning OTC trading seem likely to favor increased use of technology by all market

participants, and are likely to accelerate the adoption of both Hybrid and Fully Electronic execution. We believe these developments will favor the larger inter-dealer brokersover smaller, non-public local competitors, as the smaller players generally do not have the financial resources to invest the necessary amounts in technology. We believe thiswill lead to further consolidation across the wholesale financial brokerage industry, and thus allow us to profitably grow our front-office headcount.

Since 2017, our acquisitions have included Besso, Poten & Partners, Ed Broking, Ginga Petroleum and several smaller acquisitions.

On January 31, 2017, we completed the acquisition of Micromega Securities, which operates in the South African fixed income, rates and FX markets.

On February 28, 2017, we completed the acquisition of Besso, an independent Lloyd’s of London insurance broker with a strong reputation across property, casualty,marine, aviation, professional and financial risks and reinsurance.

On November 15, 2018, we acquired Poten & Partners, a leading ship brokerage, consulting and business intelligence firm specializing in LNG, tanker and LPGmarkets. Founded over 80 years ago and with 170 employees worldwide, Poten & Partners provides its clients with valuable insight into the international oil, gas and shippingmarkets.

On January 31, 2019, we completed the acquisition of Ed Broking, an independent Lloyd's of London insurance broker with a strong reputation across accident andhealth, aerospace, cargo, energy, financial and political risks, marine, professional and executive risks, property and casualty, specialty and reinsurance. Ed Broking has becomepart of the Company’s overall insurance brokerage business.

On March 12, 2019, we completed the acquisition of Ginga Petroleum. Ginga Petroleum provides a comprehensive range of broking services for physical and derivativeenergy products, including naphtha, liquefied petroleum gas, fuel oil, biofuels, middle distillates, petrochemicals and gasoline.

FINANCIAL HIGHLIGHTS

For the year ended December 31, 2019, we had income (loss) from operations before income taxes of $138.1 million compared to income (loss) from operations beforeincome taxes of $179.8 million in the year earlier period. Total revenues for the year ended December 31, 2019 increased $166.4 million to $2,104.2 million primarily led by ourenergy and commodities, equities, insurance, and other asset classes, rates, and credit businesses.

Brokerage revenues for the year ended December 31, 2019 increased by $143.2 million. Our brokerage revenue growth was led by a 25.6% improvement in our energyand commodities business, which was driven by the acquisitions of Poten & Partners and Ginga Petroleum, partially offset by the sale of CSC Commodities. Revenues fromequities, insurance, and other asset classes increased 14.3% primarily due to the acquisition of Ed Broking. Our insurance brokerage revenues increased 126% for the full year2019, largely due to the acquisition of Ed Broking. Because of the significant growth of this business, we expect to break out insurance brokerage revenues separately fromequities and other asset classes in the next quarter. We believe our insurance brokerage business is worth materially more than our investment and are actively considering waysto better express its value for the benefit of our investors. Within our Fenics business, net revenues were up 6.4%. Our Fully Electronic brokerage revenues increased 4.4%,which was primarily led by a 13.7% increase in our Fenics rates business, while our revenues from our high margin data, software, and post-trade business increased 12.2%. Asour stand-alone Fenics offerings continue to gain traction, we convert Voice and Hybrid revenue to higher margin Fully Electronic execution, and as our recently added brokersand salespeople ramp up production, we expect the Company’s revenues and profits to grow.

Total expenses increased $205.8 million to $2,021.6 million, primarily due to a $118.9 million increase in non-compensation expenses driven by the impact ofacquisitions; expenses related to the Company’s previously disclosed settlements with the CFTC and the NYAG; interest expense associated with increased borrowing; and theCompany’s increased investment in technology. The increase in non-compensation expenses was also impacted by rent during the build-out of BGC’s new U.K.-basedheadquarters, which was recently completed. Compensation expenses increased by $86.8 million, which was primarily driven by the impact of recent acquisitions.

On February 5, 2020, the Board declared a 14 cent dividend for the fourth quarter. We anticipate having substantial resources with which to pay dividends, repurchaseshares and/or units, profitably hire, and make accretive acquisitions, all with the goal of maintaining our investment grade rating.

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RESULTS OF OPERATIONS

The following table sets forth our consolidated statements of operations data expressed as a percentage of total revenues for the periods indicated (in thousands):

Year Ended December 31, 2019 2018 2017

ActualResults

Percentageof Total

Revenues ActualResults

Percentageof Total

Revenues ActualResults

Percentageof Total

Revenues Revenues: Commissions $ 1,645,818 78.2% $ 1,511,522 78.0% $ 1,334,383 76.2%Principal transactions 321,923 15.3 313,053 16.2 317,856 18.2 Total brokerage revenues 1,967,741 93.5 1,824,575 94.2 1,652,239 94.4 Fees from related parties 29,442 1.4 24,076 1.2 27,094 1.5 Data, software and post-trade 73,166 3.5 65,185 3.4 54,557 3.1 Interest income 18,319 0.9 14,404 0.7 14,557 0.8 Other revenues 15,563 0.7 9,570 0.5 2,504 0.2

Total revenues 2,104,231 100.0 1,937,810 100.0 1,750,951 100.0 Expenses: Compensation and employee benefits 1,127,911 53.6 1,001,623 51.7 950,477 54.3 Equity-based compensation and allocations of net income to limited partnership units and FPUs 1 165,612 7.9 205,070 10.6 233,241 13.3 Total compensation and employee benefits 1,293,523 61.5 1,206,693 62.3 1,183,718 67.6 Occupancy and equipment 184,807 8.8 149,594 7.7 142,884 8.2 Fees to related parties 19,365 0.9 20,163 1.0 15,820 0.9 Professional and consulting fees 92,167 4.4 84,103 4.3 63,369 3.6 Communications 119,982 5.7 118,014 6.1 119,379 6.8 Selling and promotion 81,645 3.9 69,338 3.6 62,463 3.6 Commissions and floor brokerage 63,617 3.0 61,891 3.2 43,130 2.5 Interest expense 59,077 2.8 41,733 2.2 76,958 4.4 Other expenses 107,423 5.1 64,309 3.3 70,145 4.0

Total expenses 2,021,606 96.1 1,815,838 93.7 1,777,866 101.6 Other income (losses), net: Gains (losses) on divestitures and sale of investments 18,421 0.9 — — 561 0.0 Gains (losses) on equity method investments 4,115 0.2 7,377 0.4 4,627 0.3 Other income (loss) 32,953 1.5 50,468 2.6 25,863 1.5

Total other income (losses), net 55,489 2.6 57,845 3.0 31,051 1.8 Income (loss) from continuing operations before income taxes 138,114 6.5 179,817 9.3 4,136 0.2 Provision (benefit) for income taxes 53,171 2.5 76,120 3.9 92,772 5.3 Consolidated net income (loss) from continuing operations 84,943 4.0 103,697 5.4 (88,636) (5.1)Consolidated net income (loss) from discontinued operations, net of tax — — 176,169 9.0 170,365 9.8 Consolidated net income (loss) 84,943 4.0 279,866 14.4 81,729 4.7 Less: Net income (loss) from continuing operations attributable to noncontrolling interest in subsidiaries 29,236 1.4 29,993 1.5 36,167 2.1 Less: Net income (loss) from discontinued operations attributable to noncontrolling interest in subsidiaries — — 52,353 2.7 (5,913) (0.3)Net income (loss) available to common stockholders $ 55,707 2.6% $ 197,520 10.2% $ 51,475 2.9%

1 The components of Equity-based compensation and allocations of net income to limited partnership units and FPUs are as follows (in thousands):

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Year Ended December 31, 2019 2018 2017

ActualResults

Percentageof Total

Revenues ActualResults

Percentageof Total

Revenues ActualResults

Percentageof Total

Revenues Issuance of common stock and exchangeability expenses $ 100,948 4.8% $ 150,147 7.7% $ 176,463 10.1%Allocations of net income 20,491 1.0 38,352 2.0 51,008 2.9 LPU amortization 36,708 1.7 11,359 0.6 1,194 0.1 RSU amortization 7,465 0.4 5,212 0.3 4,576 0.2

Equity-based compensation and allocations of net income to limited partnership units and FPUs $ 165,612 7.9% $ 205,070 10.6% $ 233,241 13.3%

Year Ended December 31, 2019 Compared to Year Ended December 31, 2018

Revenues

Brokerage Revenues

Total brokerage revenues increased by $143.2 million, or 7.8%, to $1,967.7 million for the year ended December 31, 2019 as compared to the year ended December 31,2018. Commission revenues increased by $134.3 million, or 8.9%, to $1,645.8 million for the year ended December 31, 2019 as compared to the year ended December 31,2018. Principal transactions revenues increased by $8.9 million, or 2.8%, to $321.9 million for the year ended December 31, 2019 as compared to the year ended December 31,2018.

The increase in total brokerage revenues was primarily driven by increases in revenues from energy and commodities, equities, insurance, and other asset classes, rates,and credit, partially offset by a decrease in revenues from FX.

Our brokerage revenues from energy and commodities increased by $58.4 million, or 25.6%, to $286.6 million for the year ended December 31, 2019. This increase wasprimarily driven by the acquisitions of Poten & Partners and Ginga Petroleum, as well as organic growth, partially offset by the sale of CSC Commodities.

Our brokerage revenues from equities, insurance, and other asset classes increased by $51.1 million, or 14.3%, to $409.2 million for the year ended December 31, 2019.This increase was driven by the acquisition of Ed Broking.

Our brokerage revenues from rates increased by $45.1 million, or 8.2%, to $594.9 million for the year ended December 31, 2019. The increase in rates revenues wasprimarily driven by higher global volumes and improvement in our Fully Electronic rates business, which was a result of our continued investment in technology and theongoing conversion of our businesses to more profitable Fully Electronic execution.

Our credit revenues increased by $14.5 million, or 5.0%, to $306.7 million for the year ended December 31, 2019. This increase was mainly due to higher globalvolumes.

Our FX revenues decreased by $25.9 million, or 6.5%, to $370.3 million for the year ended December 31, 2019. This decrease was primarily driven by lower globalvolumes and a decrease in market volatility.

Fees from Related Parties

Fees from related parties increased by $5.4 million, or 22.3% to $29.4 million for the year ended December 31, 2019 as compared to the year ended December 31, 2018.

Data, Software and Post-Trade

Data, software and post-trade revenues increased by $8.0 million, or 12.2%, to $73.2 million for the year ended December 31, 2019 as compared to the year endedDecember 31, 2018. This increase was primarily driven by the acquisition of Poten & Partners, an increase in revenues from post-trade services and new business contracts.

Interest Income

Interest income increased by $3.9 million, or 27.2%, to $18.3 million for the year ended December 31, 2019 as compared to the year ended December 31, 2018. Thisincrease was primarily due to higher interest earned on deposits and an increase in dividend income.

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Other Revenues

Other revenues increased by $6.0 million, or 62.6% to $15.6 million for the year ended December 31, 2019 as compared to the year ended December 31, 2018. Thisincrease was primarily driven by revenues generated from the acquisitions of Poten & Partners and Ed Broking.

Expenses

Compensation and Employee Benefits

Compensation and employee benefits expense increased by $126.3 million, or 12.6%, to $1,127.9 million for the year ended December 31, 2019 as compared to theyear ended December 31, 2018. The main drivers of this increase were the acquisitions of Poten & Partners, Ed Broking, and Ginga Petroleum, as well as the impact of higherbrokerage revenues on variable compensation.

Equity-Based Compensation and Allocations of Net Income to Limited Partnership Units and FPUs

Equity-based compensation and allocations of net income to limited partnership units and FPUs decreased by $39.5 million, or 19.2%, to $165.6 million for theyear ended December 31, 2019 as compared to the year ended December 31, 2018. This decrease was primarily driven by a decrease in charges related to equity-basedcompensation, as well as a decrease in allocations of net income to limited partnership units and FPUs.

Occupancy and Equipment

Occupancy and equipment expense increased by $35.2 million, or 23.5%, to $184.8 million for the year ended December 31, 2019 as compared to the year endedDecember 31, 2018. This increase was primarily driven by increases related to the acquisitions of Poten & Partners, Ed Broking, and Ginga Petroleum, as well as rent expenserelated to the build-out phase of BGC’s new U.K.-based headquarters.

Fees to Related Parties

Fees to related parties decreased by $0.8 million, or 4.0%, to $19.4 million for the year ended December 31, 2019 as compared to the year ended December 31, 2018.Fees to related parties are allocations paid to Cantor for administrative and support services (such as accounting, occupancy, and legal).

Professional and Consulting Fees

Professional and consulting fees increased by $8.1 million, or 9.6%, to $92.2 million for the year ended December 31, 2019 as compared to the year ended December 31,2018. This increase was primarily driven by fees attributed to the acquisitions of Ed Broking and Poten & Partners, and an increase in legal fees, which was partially offset by adecrease in consulting fees, notably with regards to the implementation of MiFID II during the year ended December 31, 2018.

Communications

Communications expense increased by $2.0 million, or 1.7%, to $120.0 million for the year ended December 31, 2019 as compared to the year ended December 31,2018. As a percentage of total revenues, communications expense slightly decreased from the prior year period.

Selling and Promotion

Selling and promotion expense increased by $12.3 million, or 17.7%, to $81.6 million for the year ended December 31, 2019 as compared to the year endedDecember 31, 2018. This increase was primarily driven by the acquisitions of Poten & Partners, Ed Broking, and Ginga Petroleum.

Commissions and Floor Brokerage

Commissions and floor brokerage expense increased by $1.7 million, or 2.8%, to $63.6 million for the year ended December 31, 2019 as compared to the year endedDecember 31, 2018. This line item tends to move in line with brokerage revenues.

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Interest Expense

Interest expense increased by $17.3 million, or 41.6%, to $59.1 million for the year ended December 31, 2019 as compared to the year ended December 31, 2018. Thisincrease was primarily driven by interest expense on the $450.0 million 5.375% Senior Notes due 2023 issued in July 2018, interest expense related to the borrowings on theRevolving Credit Agreement, and interest expense on the $300 million 3.750% Senior Notes issued in September 2019, partially offset by lower interest expense on the $240.0million 8.375% Senior Notes which were repaid in July 2018.

Other Expenses

Other expenses increased by $43.1 million, or 67.0%, to $107.4 million for the year ended December 31, 2019 as compared to the year ended December 31, 2018, whichwas primarily related to our previously disclosed settlements with the CFTC and the NYAG, as well as higher costs associated with the acquisitions of Poten & Partners and EdBroking.

Other Income (Losses), Net

Gains (Losses) on Divestitures and Sale of Investments

For the year ended December 31, 2019, there was a gain of $18.4 million as a result of the sale of CSC Commodities. We had no gains or losses from divestitures or saleof investments in the year ended December 31, 2018.

Gains (Losses) on Equity Method Investments

Gains (losses) on equity method investments decreased by $3.3 million, to a gain of $4.1 million, for the year ended December 31, 2019 as compared to a gain of$7.4 million for the year ended December 31, 2018. Gains (losses) on equity method investments represent our pro-rata share of the net gains or losses on investments overwhich we have significant influence, but which we do not control.

Other Income (Loss)

Other income (loss) decreased by $17.5 million, or 34.7% to $33.0 million for the year ended December 31, 2019 as compared to the year ended December 31, 2018.This was primarily driven by a decrease related to fair value adjustments on investments carried under the measurement alternative. There was also a decrease related the mark-to-market and/or hedging on the Nasdaq earn out shares. This was partially offset by an increase in other recoveries related to our insurance business.

Provision (Benefit) for Income Taxes

Provision (benefit) for income taxes decreased by $22.9 million, or 30.1%, to $53.2 million for the year ended December 31, 2019 as compared to the year endedDecember 31, 2018. This decrease was primarily driven by lower pre-tax earnings, as well as a change in the geographical and business mix of earnings, which can have animpact on our consolidated effective tax rate from period-to-period.

Net Income (Loss) From Continuing Operations Attributable to Noncontrolling Interest in Subsidiaries

Net income (loss) from continuing operations attributable to noncontrolling interest in subsidiaries decreased by $0.8 million, or 2.5%, to $29.2 million for theyear ended December 31, 2019 as compared to the year ended December 31, 2018.

Net Income (Loss) From Discontinued Operations Attributable to Noncontrolling Interest in Subsidiaries

For the year ended December 31, 2019 there was no net income (loss) from discontinued operations attributable to noncontrolling interest in subsidiaries. For theyear ended December 31, 2018, we had net income (loss) from discontinued operations attributable to noncontrolling interest in subsidiaries of $52.4 million.

Year Ended December 31, 2018 Compared to Year Ended December 31, 2017

Revenues

Brokerage Revenues

Total brokerage revenues increased by $172.3 million, or 10.4%, to $1,824.6 million for the year ended December 31, 2018 as compared to the year ended December 31,2017. Commission revenues increased by $177.1 million, or 13.3%, to $1,511.5 million for the year ended December 31, 2018 as compared to the year ended December 31,2017. Principal transactions revenues decreased by $4.8 million, or 1.5%, to $313.1 million for the year ended December 31, 2018 as compared to the year ended December 31,2017.

The increase in brokerage revenues was primarily driven by increases in revenues from rates, FX, equities, insurance, and other asset classes, and energy andcommodities.

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Our rates revenues increased by $38.9 million, or 7.6%, to $549.8 million in the year ended December 31, 2018. The increase in rates revenues reflected strong

improvement in our Fully Electronic rates business, which was a result of our continued investment in technology and the ongoing conversion of our businesses to moreprofitable Fully Electronic execution.

Our FX revenues increased by $71.9 million, or 22.2%, to $396.3 million for the year ended December 31, 2018. This increase was primarily driven by improved globalvolumes and increased market volatility.

Our brokerage revenues from equities, insurance, and other asset classes increased by $29.7 million, or 9.0%, to $358.1 million for the year ended December 31, 2018.This increase was primarily driven by improved global volumes, and revenues generated by Besso, which was acquired on February 28, 2017.

Our brokerage revenues from energy and commodities increased by $24.2 million, or 11.9%, to $228.2 million for the year ended December 31, 2018. This increase wasprimarily driven by improved global volumes.

Our credit revenues increased by $7.6 million, or 2.7%, to $292.2 million in the year ended December 31, 2018. This increase was mainly due to higher global volumesand an uptick in Fully Electronic credit brokerage.

Fees from Related Parties

Fees from related parties decreased by $3.0 million, or 11.1%, to $24.1 million for the year ended December 31, 2018 as compared to the year ended December 31,2017.

Data, Software and Post-Trade

Data, software and post-trade revenues increased by $10.6 million, or 19.5%, to $65.2 million for the year ended December 31, 2018 as compared to the year endedDecember 31, 2017. This increase was primarily driven by new business contracts in 2018.

Interest Income

Interest income decreased by $0.2 million, or 1.1%, to $14.4 million for the year ended December 31, 2018 as compared to the year ended December 31, 2017.

Other Revenues

Other revenues increased by $7.1 million, to $9.6 million for the year ended December 31, 2018 as compared to the year ended December 31, 2017. This increase wasprimarily driven by the acquisition of Poten & Partners in November 2018, as well as a settlement of $2.5 million received and recognized during the year ended December 31,2018.

Expenses

Compensation and Employee Benefits

Compensation and employee benefits expense increased by $51.1 million, or 5.4%, to $1,001.6 million for the year ended December 31, 2018 as compared to the yearended December 31, 2017. The main drivers of this increase were the impact of higher brokerage revenues on variable compensation, and the acquisition of Poten & Partners inNovember 2018.

Equity-based compensation and allocations of net income to limited partnership units and FPUs

Equity-based compensation and allocations of net income to limited partnership units and FPUs decreased by $28.2 million, or 12.1%, to $205.1 million for the yearended December 31, 2018 as compared to the year ended December 31, 2017. This decrease was primarily driven by a decrease in changes related to exchangeability andissuances of common stock.

Occupancy and Equipment

Occupancy and equipment expense increased by $6.7 million, or 4.7%, to $149.6 million for the year ended December 31, 2018 as compared to the year endedDecember 31, 2017. This increase was primarily driven by increases in software, occupancy, and maintenance contracts.

Fees to Related Parties

Fees to related parties increased by $4.3 million, or 27.5%, to $20.2 million for the year ended December 31, 2018 as compared to the year ended December 31, 2017.Fees to related parties are allocations paid to Cantor for administrative and support services (such as accounting, occupancy, and legal).

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Professional and Consulting Fees

Professional and consulting fees increased by $20.7 million, or 32.7%, to $84.1 million for the year ended December 31, 2018 as compared to the year ended December31, 2017. This increase was primarily driven by an increase in consulting services in 2018.

Communications

Communications expense decreased by $1.4 million, or 1.1%, to $118.0 million for the year ended December 31, 2018 as compared to the year ended December 31,2017. As a percentage of total revenues, communications slightly decreased from the prior year period.

Selling and Promotion

Selling and promotion expense increased by $6.9 million, or 11.0%, to $69.3 million for the year ended December 31, 2018 as compared to the year ended December 31,2017. As a percentage of total revenues, selling and promotion remained relatively unchanged across the two periods.

Commissions and Floor Brokerage

Commissions and floor brokerage expense increased by $18.8 million, or 43.5%, to $61.9 million for the year ended December 31, 2018 as compared to the year endedDecember 31, 2017. This line item tends to move in line with brokerage revenues.

Interest Expense

Interest expense decreased by $35.2 million, or 45.8%, to $41.7 million for the year ended December 31, 2018 as compared to the year ended December 31, 2017. Thedecrease was primarily driven by lower interest expense on the $300.0 million 5.375% Senior Notes, and the $112.5 million 8.125% Senior Notes, both of which were assumedby Newmark as part of the December 2017 Separation Agreement, as well as lower interest expense on the $240.0 million 8.375% Senior Notes which were repaid in July 2018.In addition, lower interest expense on the $575.0 million Senior Term Loan, and the $400.0 million credit facility, partially offset by an increase in interest expense on the$450.0 million 5.375% Senior Notes due 2023 issued in July 2018.

Other Expenses

Other expenses decreased by $5.8 million, or 8.3%, to $64.3 million for the year ended December 31, 2018 as compared to the year ended December 31, 2017, whichwas primarily related to lower costs associated with acquisitions in 2018 and a decrease in impairment charges and other provisions.

Other Income (Losses), Net

Gain (Loss) on Divestiture and Sale of Investments

We had no gains or losses from divestitures or sale of investments in the year ended December 31, 2018. For the year ended December 31, 2017, there was a gain of$0.6 million related to the sale of investments.

Gains (Losses) on Equity Method Investments

Gains (losses) on equity method investments increased by $2.8 million, or 59.4%, to a gain of $7.4 million, for the year ended December 31, 2018 as compared to a gainof $4.6 million for the year ended December 31, 2017. Gains (losses) on equity method investments represent our pro-rata share of the net gains or losses on investments overwhich we have significant influence but which we do not control.

Other Income (Loss)

Other income (loss) increased by $24.6 million, or 95.1%, to $50.5 million for the year ended December 31, 2018 as compared to the year ended December 31, 2017.The increase was primarily due to a gain of $37.6 million related to a fair value adjustment on an investment held. This was partially offset by a decrease related to the mark-to-market and/or hedging on the Nasdaq shares and a decrease in other recoveries.

Provision (Benefit) for Income Taxes

Provision (benefit) for income taxes decreased by $16.7 million, or 17.9%, to $76.1 million for the year ended December 31, 2018 as compared to the year endedDecember 31, 2017. This decrease was primarily driven by the effect of the Tax Act in 2017 related to the remeasurement of deferred tax assets and liabilities and the one-timetransition tax on accumulated foreign earnings partially offset by GILTI. In general, our consolidated effective tax rate can vary from period to period depending on, amongother factors, the geographic and business mix of our earnings.

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Net Income (Loss) From Continuing Operations Attributable to Noncontrolling Interest in Subsidiaries

Net income (loss) from continuing operations attributable to noncontrolling interest in subsidiaries decreased by $6.2 million, or 17.1%, to $30.0 million, for the yearended December 31, 2018 as compared to the year ended December 31, 2017.

Net Income (Loss) From Discontinued Operations Attributable to Noncontrolling Interest in Subsidiaries

Net income (loss) from discontinued operations attributable to noncontrolling interest in subsidiaries increased by $58.3 million to $52.4 million, for the year endedDecember 31, 2018 as compared to the year ended December 31, 2017. This increase was primarily driven by an increase in earnings.

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QUARTERLY RESULTS OF OPERATIONS

The following table sets forth our unaudited quarterly results of operations for the indicated periods (in thousands). Results of any period are not necessarily indicative ofresults for a full year and may, in certain periods, be affected by seasonal fluctuations in our business. Certain reclassifications have been made to prior period amounts toconform to the current period’s presentation.

December31, 2019

September30, 2019

June30, 2019

March 31,2019

December31, 20181  

September30, 20181  

June30, 20181  

March 31,20181  

Revenues: Commissions $ 382,897 $ 409,765 $ 422,974 $ 430,182 $ 372,370 $ 352,292 $ 378,709 $ 408,151 Principal transactions 71,725 75,536 90,432 84,230 62,787 73,360 84,988 91,918 Fees from related parties 8,218 8,208 7,221 5,795 5,022 6,821 5,934 6,299 Data, software and post-trade 18,151 18,364 18,741 17,910 18,169 16,547 15,370 15,099 Interest income 2,865 3,976 7,813 3,665 3,919 2,870 4,940 2,675 Other revenues 3,300 5,288 4,006 2,969 4,084 3,752 1,102 632

Total revenues 487,156 521,137 551,187 544,751 466,351 455,642 491,043 524,774 Expenses: Compensation and employee benefits 271,296 278,544 290,071 288,000 249,951 221,575 252,250 277,847 Equity-based compensation and allocations of net income to limited partnership units and FPUs 69,389 40,330 43,752 12,141 85,178 34,901 45,602 39,389

Total compensation and employee benefits 340,685 318,874 333,823 300,141 335,129 256,476 297,852 317,236 Occupancy and equipment 48,987 44,709 45,109 46,002 38,934 39,148 34,365 37,147 Fees to related parties 2,858 7,123 6,457 2,927 4,586 5,644 5,882 4,051 Professional and consulting fees 27,553 21,262 23,347 20,005 23,865 22,329 20,001 17,908 Communications 29,715 29,882 29,974 30,411 26,808 29,078 30,729 31,399 Selling and promotion 21,432 20,320 21,491 18,402 19,112 16,146 17,855 16,225 Commissions and floor brokerage 16,377 15,831 16,791 14,618 17,549 15,082 15,345 13,915 Interest expense 15,636 15,258 14,985 13,198 11,615 10,722 10,028 9,368 Other expenses 18,886 42,757 21,765 24,015 17,541 14,882 14,548 17,338

Total expenses 522,129 516,016 513,742 469,719 495,139 409,507 446,605 464,587 Other income (losses), net: Gain (loss) on divestiture and sale of investments (14) — (1,619) 20,054 — — — — Gains (losses) on equity method investments 1,064 1,530 738 783 2,415 1,327 1,011 2,624 Other income (loss) 9,462 2,095 194 21,202 2,453 15,123 1,481 31,411

Total other income (losses), net 10,512 3,625 (687) 42,039 4,868 16,450 2,492 34,035 Income (loss) from operations before income taxes (24,461) 8,746 36,758 117,071 (23,920) 62,585 46,930 94,222 Provision (benefit) for income taxes 2,095 6,186 14,993 29,897 16,980 23,019 14,571 21,550 Consolidated net income (loss) from continuing operations (26,556) 2,560 21,765 87,174 (40,900) 39,566 32,359 72,672 Consolidated net income (loss) from discontinued operations, net of tax — — — — 11,041 122,738 17,631 24,759 Consolidated net income (loss) (26,556) 2,560 21,765 87,174 (29,859) 162,304 49,990 97,431 Less: Net income (loss) from continuing operations attributable to noncontrolling interest in subsidiaries (10,313) 6,089 8,154 25,306 (18,995) 7,956 12,358 28,674 Less: Net income (loss) from discontinued operations attributable to noncontrolling interest in subsidiaries — — — — 5,879 34,062 2,429 9,983 Net income (loss) available to common stockholders $ (16,243) $ (3,529) $ 13,611 $ 61,868 $ (16,743) $ 120,286 $ 35,203 $ 58,774

1 Financial results have been retrospectively adjusted as a result of the Spin-Off to reflect Newmark through November 30, 2018 as discontinued operations for all periodspresented.

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The table below details our brokerage revenues by product category for the indicated periods (in thousands):

December 31,

2019 September 30,

2019 June 30,

2019 March 31,

2019   December 31,2018

September 30,2018

June 30,2018

March 31,2018

Brokerage revenue by product: Rates $ 129,549 $ 156,765 $ 152,959 $ 155,611 $ 128,874 $ 121,984 $ 141,400 $ 157,567 FX 80,369 86,492 101,899 101,558 94,706 96,988 102,307 102,255 Credit 70,438 72,382 78,166 85,727 67,484 67,111 75,526 82,050 Energy and commodities 70,954 72,335 73,430 69,865 53,799 57,974 56,277 60,149 Equities, insurance, and other asset classes 103,312 97,327 106,952 101,651 90,294 81,595 88,187 98,048

Total brokerage revenues $ 454,622 $ 485,301 $ 513,406 $ 514,412 $ 435,157 $ 425,652 $ 463,697 $ 500,069 Brokerage revenue by product (percentage): Rates 28.5% 32.3% 29.8% 30.2% 29.6% 28.6% 30.5% 31.5%FX 17.7 17.8 19.8 19.7 21.8 22.8 22.1 20.5 Credit 15.5 14.9 15.2 16.7 15.5 15.8 16.3 16.4 Energy and commodities 15.6 14.9 14.3 13.6 12.4 13.6 12.1 12.0 Equities, insurance, and other asset classes 22.7 20.1 20.9 19.8 20.7 19.2 19.0 19.6

Total brokerage revenues 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%Brokerage revenue by type: Voice/Hybrid $ 410,332 $ 436,841 $ 460,359 $ 455,582 $ 389,203 $ 382,272 $ 410,376 $ 446,802 Fully Electronic 44,290 48,460 53,047 58,830 45,954 43,380 53,321 53,267

Total brokerage revenues $ 454,622 $ 485,301 $ 513,406 $ 514,412 $ 435,157 $ 425,652 $ 463,697 $ 500,069 Brokerage revenue by type (percentage): Voice/Hybrid 90.3% 90.0% 89.7% 88.6% 89.4% 89.8% 88.5% 89.3%Fully Electronic 9.7 10.0 10.3 11.4 10.6 10.2 11.5 10.7

Total brokerage revenues 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%

LIQUIDITY AND CAPITAL RESOURCES

Balance Sheet

Our balance sheet and business model are not capital intensive. Our assets consist largely of cash, collateralized and uncollateralized short-dated receivables and lessliquid assets needed to support our business. Longer-term capital (equity and notes payable) is held to support the less liquid assets and potential capital investmentopportunities. Total assets as of December 31, 2019 were $3.9 billion, an increase of 14.1% as compared to December 31, 2018. The increase in total assets was driven primarilyby increases in Cash segregated under regulatory requirements, Accrued commissions and other receivables, net and less liquid assets, including ROU assets for leases. Wemaintain a significant portion of our assets in Cash and cash equivalents and Securities owned, with our liquidity (which we define as Cash and cash equivalents, Reverserepurchase agreements, Marketable securities and Securities owned, less Securities loaned and Repurchase agreements) as of December 31, 2019 of $473.2 million. See“Liquidity Analysis” below for a further discussion of our liquidity. Our Securities owned were $57.5 million as of December 31, 2019, compared to $58.4 million as ofDecember 31, 2018. Our Marketable securities decreased to $14.2 million as of December 31, 2019, compared to $32.1 million as of December 31, 2018. We did not have anyReverse repurchase agreements as of December 31, 2019 and December 31, 2018. We had Securities loaned of $13.9 million and no Repurchase agreements as of December 31,2019. As of December 31, 2018, we had Securities loaned of $15.1 million and Repurchase agreements of $1.0 million.

On March 19, 2018, we entered into the BGC Credit Agreement with Cantor. The BGC Credit Agreement provides for each party and certain of its subsidiaries to issueloans to the other party or any of its subsidiaries in the lender’s discretion in an aggregate principal amount up to $250.0 million outstanding at any time. The BGC CreditAgreement replaced the previous Credit Facility between BGC and an affiliate of Cantor, and was approved by the Audit Committee. On August 6, 2018, the Company enteredinto an amendment to the BGC Credit Agreement, which increased the aggregate principal amount that can be loaned to the other party or any of its subsidiaries from $250.0million to $400.0 million that can be outstanding at any time. The BGC Credit Agreement will mature on the earlier to occur of (a) March 19, 2020, after which the maturitydate of the BGC Credit Agreement will continue to be extended for successive one-year periods unless prior written notice of non-extension is given by a lending party to aborrowing party at least six months in advance of such renewal date and (b) the termination of the BGC Credit Agreement by either party pursuant to its terms. The outstandingamounts under the BGC Credit Agreement will bear interest for any rate period at a per annum rate equal to the higher of BGC’s or Cantor’s short-term borrowing rate in effectat such time plus 1.00%. As of December 31, 2019, there were no borrowings by BGC or Cantor outstanding under this Agreement.

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As part of our cash management process, we may enter into tri-party reverse repurchase agreements and other short-term investments, some of which may be with

Cantor. As of December 31, 2019 and 2018, there were no reverse repurchase agreements outstanding.

Additionally, in August 2013, the Audit Committee authorized us to invest up to $350 million in an asset-backed commercial paper program for which certain Cantorentities serve as placement agent and referral agent. The program issues short-term notes to money market investors and is expected to be used from time to time as a liquiditymanagement vehicle. The notes are backed by assets of highly rated banks. We are entitled to invest in the program so long as the program meets investment policy guidelines,including policies relating to ratings. Cantor will earn a spread between the rate it receives from the short-term note issuer and the rate it pays to us on any investments in thisprogram. This spread will be no greater than the spread earned by Cantor for placement of any other commercial paper note in the program. As of December 31, 2019 and 2018,we had no investments in the program.

Funding

Our funding base consists of longer-term capital (equity and notes payable), collateralized financings, shorter-term liabilities and accruals that are a natural outgrowth ofspecific assets and/or our business model, such as matched fails and accrued compensation. We have limited need for short-term unsecured funding in our regulated entities fortheir brokerage businesses. Contingent liquidity needs are largely limited to potential cash collateral that may be needed to meet clearing bank, clearinghouse, and exchangemargins and/or to fund fails. Capital expenditures tend to be cash neutral and approximately in line with depreciation. Current cash balances exceed our potential normal coursecontingent liquidity needs. We believe that cash in and available to our largest regulated entities, inclusive of financing provided by clearing banks and cash segregated underregulatory requirements, is adequate for potential cash demands of normal operations, such as margin or fail financing. We expect our operating activities going forward togenerate adequate cash flows to fund normal operations, including any dividends paid pursuant to our dividend policy. However, we continually evaluate opportunities for us tomaximize our growth and further enhance our strategic position, including, among other things, acquisitions, strategic alliances and joint ventures potentially involving all typesand combinations of equity, debt and acquisition alternatives. As a result, we may need to raise additional funds to:

• increase the regulatory net capital necessary to support operations;

• support continued growth in our businesses;

• effect acquisitions, strategic alliances, joint ventures and other transactions;

• develop new or enhanced products, services and markets; and

• respond to competitive pressures.

Acquisitions and financial reporting obligations related thereto may impact our ability to access longer-term capital markets funding on a timely basis and maynecessitate greater short-term borrowings in the interim. This may impact our credit rating or the interest rates on our debt. We may need to access short-term capital sources tomeet business needs from time to time, including, but not limited to, conducting operations; hiring or retaining brokers, salespeople, managers and other front-office personnel;financing acquisitions; and providing liquidity, including in situations where we may not be able to access the capital markets in a timely manner when desired by us.Accordingly, we cannot guarantee that we will be able to obtain additional financing when needed on terms that are acceptable to us, if at all.

As described earlier in this document, on November 30, 2018, we completed the Spin-Off of Newmark. (See “Newmark IPO, Separation Transaction and Spin-Off”above for more information). As set forth in the Separation and Distribution Agreement, Newmark assumed certain BGC indebtedness and repaid such indebtedness. (See“Notes Payable, Other and Short-term Borrowings” below for more information).

On January 12, 2016, we completed the two-step GFI Merger. The GFI Merger allowed BGC to acquire the remaining approximately 33% of the outstanding shares ofGFI common stock that BGC did not already own. Following the closing of the GFI Merger, BGC and its affiliates owned 100% of the outstanding shares of GFI’s commonstock.

As of December 31, 2019, our liquidity, which we define as Cash and cash equivalents, Reverse repurchase agreements, Marketable securities and Securities owned, lessSecurities loaned and Repurchase agreements, was $473.2 million. We expect to use our financial resources to repay debt, profitably hire, make accretive acquisitions, paydividends, and/or repurchase shares and units of BGC, all while maintaining or improving our investment-grade rating.

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Notes Payable, Other and Short-term Borrowings

Unsecured Senior Revolving Credit Agreement

On September 8, 2017, we entered into a committed unsecured senior revolving credit agreement with Bank of America, N.A., as administrative agent, and a syndicateof lenders. The revolving credit agreement provided for revolving loans of up to $400.0 million. The maturity date of the facility was September 8, 2019. On November 22,2017, the Company and Newmark entered into an amendment to the unsecured senior revolving credit agreement. Pursuant to the amendment, the then-outstanding borrowingsof the Company under the revolving credit facility were converted into the Converted Term Loan. There was no change in the maturity date or interest rate. Effective December13, 2017, Newmark assumed the obligations of the Company as borrower under the Converted Term Loan. We remained a borrower under, and retained access to, the revolvingcredit facility for any future draws, subject to availability which increased as Newmark repaid the Converted Term Loan. During the year ended December 31, 2018, Newmarkrepaid the outstanding balance of the Converted Term Loan. During the year ended December 31, 2018, we borrowed $195.0 million under the committed unsecured seniorrevolving credit agreement and repaid the $195.0 million during the year. Therefore, there were no borrowings outstanding as of December 31, 2018.

On November 28, 2018, we entered into the Revolving Credit Agreement which replaced the existing committed unsecured senior revolving credit agreement. Thematurity date of the new Revolving Credit Agreement was November 28, 2020 and the maximum revolving loan balance has been reduced from $400.0 million to $350.0million. Borrowings under this agreement bear interest at either LIBOR or a defined base rate plus additional margin. On December 11, 2019, we entered into an amendment tothe new unsecured Revolving Credit Agreement. Pursuant to the amendment, the maturity date was extended to February 26, 2021. There was no change to the interest rate orthe maximum revolving loan balance. On February 26, 2020, the Company entered into a second amendment to the unsecured Revolving Credit Agreement, pursuant to which,the maturity date was extended by two years to February 26, 2023. The size of the Revolving Credit Agreement, along with the interest rate on the borrowings therefrom,remained unchanged. As of December 31, 2019, there was $68.9 million of borrowings outstanding, net of deferred financing costs of $1.1 million, under the new unsecuredRevolving Credit Agreement. The average interest rate on the outstanding borrowings was 3.88% for the year ended December 31, 2019.

Unsecured Senior Term Loan Credit Agreement

On September 8, 2017, we entered into the Term Loan. The Term Loan provided for loans of up to $575.0 million. The maturity date of the Term Loan was September8, 2019. On November 22, 2017, we and Newmark entered into an amendment to the Term Loan. Pursuant to the Term Loan amendment and effective as of December 13, 2017,Newmark assumed the obligations of the Company as borrower under the Term Loan. There was no change in the maturity date or interest rate. As of December 31, 2017,Newmark had $270.7 million borrowings outstanding under the Term Loan. During the year ended December 31, 2018, Newmark repaid the outstanding balance of $270.7million at which point the facility was terminated. As of December 31, 2019 and 2018, there were no borrowings outstanding under the Term Loan.

8.125% Senior Notes

On June 26, 2012, we issued an aggregate of $112.5 million principal amount of 8.125% Senior Notes due 2042. The 8.125% Senior Notes were senior unsecuredobligations. The 8.125% Senior Notes were redeemable for cash, in whole or in part, on or after June 26, 2017, at our option, at any time and from time to time, until maturity ata redemption price equal to 100% of the principal amount to be redeemed, plus accrued but unpaid interest on the principal amount being redeemed to, but not including, theredemption date. The 8.125% Senior Notes were listed on the New York Stock Exchange under the symbol “BGCA.” We used the proceeds to repay short-term borrowingsunder our unsecured revolving credit facility and for general corporate purposes, including acquisitions. In connection with the issuance of the 8.125% Senior Notes, theCompany lent the proceeds of the 8.125% Senior Notes to BGC U.S. OpCo, and BGC U.S. OpCo issued the 2042 Promissory Note.

The initial carrying value of the 8.125% Senior Notes was $108.7 million, net of debt issuance costs of $3.8 million. On December 13, 2017, Newmark OpCo assumedall of the BGC U.S. OpCo’s rights and obligations under the 2042 Promissory Note. During the year ended December 31, 2018, Newmark repaid the Company in full for the2042 Promissory Note, and the Company subsequently repaid the 8.125% Senior Notes on September 5, 2018.

5.375% Senior Notes

On December 9, 2014, we issued an aggregate of $300.0 million principal amount of 5.375% Senior Notes. The 5.375% Senior Notes were general senior unsecuredobligations of the Company. These Senior Notes bore interest at a rate of 5.375% per year, payable in cash on June 9 and December 9 of each year, commencing June 9, 2015.The interest rate payable on the notes was subject to adjustments from time to time based on the debt rating assigned by specified rating agencies to the notes, as set forth in theIndenture. The 5.375% Senior Notes were scheduled to mature on December 9, 2019. In connection with the issuance of the 5.375% Senior Notes, we lent the proceeds of the5.375% Senior Notes to BGC U.S. OpCo, and BGC U.S. OpCo issued the 2019 Promissory Note. On December 13, 2017, Newmark OpCo assumed all of BGC U.S. OpCo’srights and obligations under the 2019 Promissory Note. The initial carrying value of the 5.375% Senior Notes was $295.1 million, net of the discount and debt issuance costs of$4.9 million. During the year ended December 31, 2018, Newmark repaid the Company in full for the 2019 Promissory Note, and the Company subsequently redeemed the5.375% Senior Notes on December 5, 2018.

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8.375% Senior Notes

As part of the GFI acquisition, we assumed $240.0 million in aggregate principal amount of 8.375% Senior Notes. Interest on these notes was payable, semi-annually inarrears on the 19th of January and July. On July 19, 2018, the Company repaid the $240.0 million principal amount of its 8.375% Senior Notes upon their maturity.

5.125% Senior Notes

On May 27, 2016, we issued an aggregate of $300.0 million principal amount of 5.125% Senior Notes. The 5.125% Senior Notes are general senior unsecuredobligations of the Company. The 5.125% Senior Notes bear interest at a rate of 5.125% per year, payable in cash on May 27 and November 27 of each year, commencingNovember 27, 2016. The 5.125% Senior Notes will mature on May 27, 2021. The Company may redeem some or all of the notes at any time or from time to time for cash atcertain “make-whole” redemption prices (as set forth in the Indenture). If a “Change of Control Triggering Event” (as defined in the Indenture) occurs, holders may require theCompany to purchase all or a portion of its notes for cash at a price equal to 101% of the principal amount of the notes to be purchased plus any accrued and unpaid interest to,but excluding, the purchase date. Cantor purchased $15.0 million of such senior notes and still holds such notes as of December 31, 2019.

The initial carrying value of the 5.125% Senior Notes was $295.8 million, net of the discount and debt issuance costs of $4.2 million. The carrying value of the 5.125%Senior Notes as of December 31, 2019 was $298.7 million.

5.375% Senior Notes due 2023

On July 24, 2018, we issued an aggregate of $450.0 million principal amount of 5.375% Senior Notes due 2023. The 5.375% Senior Notes due 2023 are general seniorunsecured obligations of the Company. The 5.375% Senior Notes due 2023 bear interest at a rate of 5.375% per year, payable in cash on January 24 and July 24 of each year,commencing January 24, 2019. The 5.375% Senior Notes due 2023 will mature on July 24, 2023. We may redeem some or all of the 5.375% Senior Notes due 2023 at any timeor from time to time for cash at certain “make-whole” redemption prices (as set forth in the indenture related to the 5.375% Senior Notes due 2023). If a “Change of ControlTriggering Event” (as defined in the indenture related to the 5.375% Senior Notes due 2023) occurs, holders may require the Company to purchase all or a portion of their notesfor cash at a price equal to 101% of the principal amount of the notes to be purchased plus any accrued and unpaid interest to, but excluding, the purchase date. The initialcarrying value of the 5.375% Senior Notes due 2023 was $444.2 million, net of the discount and debt issuance costs of $5.8 million, of which $0.3 million were underwritingfees paid to CF&Co and $41 thousand were underwriting fees paid to CastleOak Securities, L.P. We also paid CF&Co an advisory fee of $0.2 million in connection with theissuance. The issuance costs are amortized as interest expense and the carrying value of the 5.375% Senior Notes due 2023 will accrete up to the face amount over the term ofthe notes. The carrying value of the 5.375% Senior Notes as of December 31, 2019 was $445.2 million.

On July 31, 2018, we filed a Registration Statement on Form S-4 pursuant to which, upon being declared effective by the SEC, the holders of the 5.375% Senior Notesdue 2023, issued in a private placement on July 24, 2018, exchanged such notes for new registered notes with substantially identical terms.

3.750% Senior Notes

On September 27, 2019, we issued an aggregate of $300.0 million principal amount of 3.750% Senior Notes. The 3.750% Senior Notes are general unsecuredobligations of the Company. The 3.750% Senior Notes bear interest at a rate of 3.750% per annum, payable on each April 1 and October 1, commencing April 1, 2020. Theinitial carrying value of the 3.750% Senior Notes was $296.1 million, net of discount and debt issuance costs of $3.9 million, of which $0.2 million are underwriting feespayable to CF&Co and $36 thousand are underwriting fees payable to CastleOak Securities, L.P. The issuance costs will be amortized as interest expense and the carrying valueof the 3.750% Senior Notes will accrete up to the face amount over the term of the notes. The carrying value of the 3.750% Senior Notes was $296.1 million as of December 31,2019.

On October 11, 2019, we filed a Registration Statement on Form S-4, which was declared effective by the SEC on October 24, 2019. On October 28, 2019, BGClaunched an exchange offer in which holders of the 3.750% Senior Notes, issued in a private placement on September 27, 2019 may exchange such notes for new registerednotes with substantially identical terms. The exchange offer closed on December 9, 2019 at which point the initial 3.750% Senior Notes were exchanged for new registerednotes with substantially identical terms.

Collateralized Borrowings

On March 13, 2015, we entered into a secured loan arrangement of $28.2 million under which it pledged certain fixed assets as security for a loan. This arrangementincurred interest at a fixed rate of 3.70% per year and matured on March 13, 2019; therefore, there were no borrowings outstanding as of December 31, 2019. As of December31, 2018, we had $1.8 million outstanding related to this secured loan agreement. The book value of the fixed assets pledged as of December 31, 2018 was $0.1 million.

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On May 31, 2017, we entered into a secured loan arrangement of $29.9 million under which it pledged certain fixed assets as security for a loan. This arrangement incurs

interest at a fixed rate of 3.44% and matures on May 31, 2021. As of December 31, 2019 and 2018, we had $11.7 million and $19.2 million, respectively, outstanding related tothis secured loan arrangement. The book value of the fixed assets pledged as of December 31, 2019 was $2.3 million. The book value of the fixed assets pledged as of December31, 2018 was $6.5 million.

On April 8, 2019, we entered into a secured loan arrangement of $15.0 million, under which it pledged certain fixed assets as security for a loan. This arrangementincurs interest at a fixed rate of 3.77% and matures on April 8, 2023. As of December 31, 2019, we had $13.2 million outstanding related to this secured loan arrangement. Thenet book value of the fixed assets pledged as of December 31, 2019 was $8.1 million. Also, on April 19, 2019, we entered into a secured loan arrangement of $10.0 million,under which it pledged certain fixed assets as security for a loan. This arrangement incurs interest at a fixed rate of 3.89% and matures on April 19, 2023. As of December 31,2019, we had $8.8 million outstanding related to this secured loan arrangement. The book value of the fixed assets pledged as of December 31, 2019 was $5.7 million.

Short-term Borrowings

On August 22, 2017, we entered into a committed unsecured loan agreement with Itau Unibanco S.A. The credit agreement provides for short-term loans of up to $5.0million (BRL 20.0 million). The maturity date of the agreement is May 20, 2020. Borrowings under this facility bear interest at the Brazilian Interbank offering rate plus 3.30%.As of December 31, 2019, there were $5.0 million (BRL 20.0 million) of borrowings outstanding under the facility. As of December 31, 2019, the interest rate was 7.8%.

On August 23, 2017, we entered into a committed unsecured credit agreement with Itau Unibanco S.A. The credit agreement provides for an intra-day overdraft creditline up to $12.4 million (BRL 50.0 million). The maturity date of the agreement is March 13, 2020. This facility bears a fee of 1.00% per year. As of December 31, 2019 and2018, there were no borrowings outstanding under this facility.

CREDIT RATINGS

As of December 31, 2019, our public long-term credit ratings and associated outlooks are as follows:

Rating OutlookFitch Ratings Inc. BBB- StableStandard & Poor’s BBB- Stable

Credit ratings and associated outlooks are influenced by a number of factors, including, but not limited to: operating environment, earnings and profitability trends, the

prudence of funding and liquidity management practices, balance sheet size/composition and resulting leverage, cash flow coverage of interest, composition and size of thecapital base, available liquidity, outstanding borrowing levels and the firm’s competitive position in the industry. A credit rating and/or the associated outlook can be revisedupward or downward at any time by a rating agency if such rating agency decides that circumstances warrant such a change. Any reduction in our credit ratings and/or theassociated outlooks could adversely affect the availability of debt financing on terms acceptable to us, as well as the cost and other terms upon which we are able to obtain anysuch financing. In addition, credit ratings and associated outlooks may be important to customers or counterparties when we compete in certain markets and when we seek toengage in certain transactions. In connection with certain agreements, we may be required to provide additional collateral in the event of a credit ratings downgrade.

LIQUIDITY ANALYSIS

We consider our liquidity to be comprised of the sum of Cash and cash equivalents, Reverse repurchase agreements, Marketable securities, and Securities owned, lessSecurities loaned and Repurchase agreements. The discussion below describes the key components of our liquidity analysis, including earnings, dividends and distributions, netinvesting and funding activities, including repurchases and redemptions of BGC Class A common stock and partnership units, security settlements, changes in securities heldand marketable securities, and changes in our working capital.

We consider the following in analyzing changes in our liquidity.

Our liquidity analysis includes a comparison of our Consolidated net income (loss) adjusted for Consolidated net income from discontinued operations, net of tax andcertain non-cash items (e.g., Equity-based compensation) as presented on the cash flow statement. Dividends and distributions are payments made to our holders of commonshares and limited partnership interests and are related to earnings from prior periods. These timing differences will impact our cash flows in a given period.

Our investing and funding activities represent a combination of our capital raising activities, including short-term borrowings and repayments, issuances of shares underour CEO Program (net), BGC Class A common stock repurchases and partnership unit redemptions, purchases and sales of securities, dispositions, and other investments (e.g.acquisitions, forgivable loans to new brokers and capital expenditures—all net of depreciation and amortization).

Our securities settlement activities primarily represent deposits with clearing organizations. In addition, when advantageous, we may elect to facilitate the settlement ofmatched principal transactions by funding failed trades, which results in a temporary secured use of cash and is economically beneficial to us.

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Other changes in working capital represent changes primarily in receivables and payables and accrued liabilities that impact our liquidity.

Changes in Reverse repurchase agreements, Securities owned, and Marketable securities may result from additional cash investments or sales, which will be offset by acorresponding change in Cash and cash equivalents and, accordingly, will not result in a change in our liquidity. Conversely, changes in the market value of such securities arereflected in our earnings or other comprehensive income (loss) and will result in changes in our liquidity.

At December 31, 2019, the Company completed the calculation of the one-time transition tax on the deemed repatriation of foreign subsidiaries’ earnings pursuant to theTax Act and previously recorded a net cumulative tax expense of $25.0 million, net of foreign tax credits. An installment election can be made to pay the taxes over eight yearswith 40% paid in equal installments over the first five years and the remaining 60% to be paid in installments of 15%, 20% and 25% in years six, seven and eight, respectively.The cumulative remaining balance as of December 31, 2019 is $19.4 million.

As of December 31, 2019, the Company had $415.4 million of Cash and cash equivalents, and included in this amount was $286.7 million of Cash and cash equivalentsheld by foreign subsidiaries.

Discussion of the year ended December 31, 2019

The table below presents our Liquidity Analysis as of December 31, 2019 and December 31, 2018:

December 31, 2019 December 31, 2018 (in millions) Cash and cash equivalents $ 415.4 $ 336.5 Securities owned 57.5 58.4 Marketable securities1 0.3 17.0 Repurchase agreements — (1.0)

Total $ 473.2 $ 410.9

1 As of December 31, 2019 and 2018, $13.9 million and $15.1 million, respectively, of Marketable securities on our balance sheet had been lent in a Securities loanedtransaction and, therefore, are not included in this Liquidity Analysis.

The $62.3 million increase in our liquidity position from $410.9 million as of December 31, 2018 to $473.2 million as of December 31, 2019 was primarily related to theissuance of $300.0 million of the 3.750% Senior Notes, increased collateralized and other net borrowings of $82.6 million, partially offset by the financing of acquisitions,ordinary movements in working capital, and our continued investment in new revenue generating hires.

Discussion of the year ended December 31, 2018

The table below presents our Liquidity Analysis as of December 31, 2018 and December 31, 2017:

December 31, 2018 December 31, 2017 (in millions) Cash and cash equivalents $ 336.5 $ 513.3 Securities owned 58.4 33.0 Marketable securities1 17.0 5.8 Repurchase agreements (1.0) —

Total $ 410.9 $ 552.1

1 As of December 31, 2018 and 2017, $15.1 million and $144.7 million, respectively, of Marketable securities on our balance sheet had been lent in a Securities loanedtransaction and therefore are not included in this Liquidity Analysis.

The $141.3 million decrease in our liquidity position from $552.1 million as of December 31, 2017 to $410.9 million as of December 31, 2018 was primarily related toour purchase of exchangeable limited partnership units in Newmark Holdings in the Investment in Newmark, cash paid with respect to various acquisitions throughout the year,our continued investment in revenue generating hires, and ordinary movements in working capital.

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CLEARING CAPITAL

In November 2008, we entered into a clearing capital agreement with Cantor to clear U.S. Treasury and U.S. government agency securities transactions on our behalf.Pursuant to the terms of this agreement, so long as Cantor is providing clearing services to us, Cantor shall be entitled to request from us, and we shall post as soon aspracticable, cash or other property acceptable to Cantor in the amount reasonably requested by Cantor under the clearing capital agreement. Cantor had not requested any cash orother property from us as collateral as of December 31, 2019.

REGULATORY REQUIREMENTS

Our liquidity and available cash resources are restricted by regulatory requirements of our operating subsidiaries. Many of these regulators, including U.S. and non-U.S.government agencies and self-regulatory organizations, as well as state securities commissions in the U.S., are empowered to conduct administrative proceedings that can resultin civil and criminal judgments, settlements, fines, penalties, injunctions, enhanced oversight, remediation, or other relief.

In addition, self-regulatory organizations, such as the FINRA and the NFA, along with statutory bodies such as the FCA, the SEC, and the CFTC require strictcompliance with their rules and regulations. The requirements imposed by regulators are designed to ensure the integrity of the financial markets and to protect customers andother third parties who deal with broker-dealers and are not designed to specifically protect stockholders. These regulations often serve to limit our activities, including throughnet capital, customer protection and market conduct requirements.

The final phase of Basel III (unofficially called “Basel IV”) is a global prudential regulatory standard designed to make banks more resilient and increase confidence inthe banking system. Its wide scope includes reviewing market, credit and operational risk along with targeted changes to leverage ratios. Basel IV includes updates to thecalculation of bank capital requirements with the aim of making outcomes more comparable across banks globally. Most of the requirements are expected to be implemented bynational and regional authorities by around 2022. The adoption of these proposed rules could restrict the ability of our large bank and broker-dealer customers to operate tradingbusinesses and to maintain current capital market exposures under the present structure of their balance sheets, and will cause these entities to need to raise additional capital inorder to stay active in our marketplaces.

The FCA is the relevant statutory regulator in the U.K. The FCA’s objectives are to protect customers, maintain the stability of the financial services industry andpromote competition between financial services providers. It has broad rule-making, investigative and enforcement powers derived from the Financial Services and Markets Act2000 and subsequent and derivative legislation and regulations.

In addition, the majority of our other foreign subsidiaries are subject to similar regulation by the relevant authorities in the countries in which they do business. Certainother of our foreign subsidiaries are required to maintain non-U.S. net capital requirements. For example, in Hong Kong, BGC Securities (Hong Kong), LLC, GFI (HK)Securities LLC and Sunrise Broker (Hong Kong) Limited are regulated by the Securities and Futures Commission. BGC Capital Markets (Hong Kong), Limited and GFI (HK)Brokers Ltd are regulated by The Hong Kong Monetary Authority. All are subject to Hong Kong net capital requirements. In France, Aurel BGC and BGC France Holdings; inAustralia, BGC Partners (Australia) Pty Limited, BGC (Securities) Pty Limited and GFI Australia Pty Ltd.; in Japan, BGC Shoken Kaisha Limited’s Tokyo branch and BGCCapital Markets Japan LLC’s Tokyo Branch; in Singapore, BGC Partners (Singapore) Limited, and GFI Group Pte Ltd; in Korea, BGC Capital Markets & Foreign ExchangeBroker (Korea) Limited and GFI Korea Money Brokerage Limited; and in Turkey, BGC Partners Menkul Degerler AS, all have net capital requirements imposed upon them bylocal regulators. In addition, the LCH (LIFFE/LME) clearing organization, of which BGC Brokers L.P. is a member, also imposes minimum capital requirements. In LatinAmerica, BGC Liquidez Distribuidora De Titulos E Valores Mobiliarios Ltda. (Brazil) has net capital requirements imposed upon it by local regulators.

These subsidiaries may also be prohibited from repaying the borrowings of their parents or affiliates, paying cash dividends, making loans to their parent or affiliates orotherwise entering into transactions, in each case, that result in a significant reduction in their regulatory capital position without prior notification or approval from theirprincipal regulator. See Note 22—“Regulatory Requirements” to our consolidated financial statements for further details on our regulatory requirements.

As of December 31, 2019, $561.9 million of net assets were held by regulated subsidiaries. As of December 31, 2019, these subsidiaries had aggregate regulatory netcapital, as defined, in excess of the aggregate regulatory requirements, as defined, of $291.2 million.

In April 2013, the Board and Audit Committee authorized management to enter into indemnification agreements with Cantor and its affiliates with respect to theprovision of any guarantees provided by Cantor and its affiliates from time to time as required by regulators. These services may be provided from time to time at a reasonableand customary fee.

BGC Derivative Markets and GFI Swaps Exchange, our subsidiaries, began operating as SEFs on October 2, 2013. Both BGC Derivative Markets and GFI SwapsExchange received permanent registration approval from the CFTC as SEFs on January 22, 2016. Mandatory Dodd-Frank Act compliant execution on SEFs by eligible U.S.persons commenced in February 2014 for “made available to trade” products, and a wide range of other rules relating to the execution and clearing of derivative products havebeen finalized with implementation periods in 2016 and beyond. We also own ELX, which became a dormant contract market on July 1, 2017.

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Much of our global derivatives volumes continue to be executed by non-U.S. based clients outside the U.S. and subject to local prudential regulations. As such, we will

continue to operate a number of EU regulated venues in accordance with EU directives and licensed by the FCA and other EU-based national Competent Authorities. Thesevenues are also operated for non-derivative instruments for these clients. MiFID II was published by the European Securities and Markets Authority in September 2015, andimplemented in January 2018 and introduced important infrastructural changes.

MiFID II requires a significant part of the market in these instruments to trade on trading venues subject to transparency regimes, not only in pre- and post-trade prices,but also in fee structures and access. In addition, it has impacted a number of key areas, including corporate governance, transaction reporting, pre- and post-trade transparency,technology synchronization, best execution and investor protection.

MiFID II is intended to help improve the functioning of the EU single market by achieving a greater consistency of regulatory standards. By design, therefore, it isintended that EU member states should have very similar regulatory regimes in relation to the matters addressed to MiFID. MiFID II has also introduced a new regulatedexecution venue category known as an OTF that captures much of the Voice-and Hybrid-oriented trading in EU. Much of our existing EU derivatives and fixed incomeexecution business now take place on OTFs. Brexit may impact future market structures and MiFID II rulemaking and implementation due to potential changes in mutualpassporting between the U.K. and EU member states.

In addition, the GDPR came into effect in the EU on May 25, 2018 and creates new compliance obligations in relation to personal data. The GDPR may affect ourpractices, and will increase financial penalties for non-compliance significantly.

In September 2019, two of the Company’s subsidiaries, BGC Financial L.P. and GFI Group Inc., settled investigations conducted jointly by the CFTC and the NYAG.The CFTC and NYAG alleged that, in 2014 and 2015, certain emerging markets FX options (EFX options) brokers in the U.S. misrepresented that certain prices posted to theirelectronic platform were immediately executable when in fact they were not and that such brokers had communicated that transactions had been matched when they had not. OnOctober 9, 2019, the Company paid an aggregate of $25.0 million in connection with the settlements and agreed to a monitor for two years to assess regulatory compliance. TheNYAG settlements include a non-prosecution agreement, and there was no criminal penalty from either agency.

See “Regulation” included in Part I, Item 1 of this Annual Report on Form 10-K for additional information related to our regulatory environment.

EQUITY

Class A Common Stock

Changes in shares of the Company’s Class A common stock outstanding were as follows (in thousands):

Year Ended December 31, 2019 2018

Shares outstanding at beginning of period 291,475 256,968 Share issuances:

Redemption/exchanges of limited partnership interests¹ 15,008 18,288 Issuance of Class A common stock for general corporate purposes — 24,924 Deferred stock awards — 979 Vesting of restricted stock units (RSUs) 435 528 Acquisitions 1,039 1,744 Other issuances of Class A common stock 213 101

Exchange from Class A to Class B common stock — (11,036)Treasury stock repurchases (233) (789)Forfeitures of restricted Class A common stock (22) (232)Shares outstanding at end of period 307,915 291,475

1 Included in redemption/exchanges of limited partnership interests for the year ended December 31, 2019, are 10.1 million shares of BGC Class A common stock granted in connectionwith the cancellation of 11.5 million LPUs. Included in redemption/exchanges of limited partnership interests for the year ended December 31, 2018, are 6.8 million shares of BGCClass A common stock granted in connection with the cancellation of 7.6 million LPUs. Because LPUs are included in the Company’s fully diluted share count, if dilutive,redemption/exchange in connection with the issuance of Class A common shares would not impact the fully diluted number of shares and units outstanding.

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Class B Common Stock

On November 23, 2018, pursuant to the Exchange Agreement, BGC issued 10,323,366 shares of BGC Class B common stock to Cantor and 712,907 shares of BGCClass B common stock to CFGM, an affiliate of Cantor, in each case in exchange for shares of BGC Class A common stock from Cantor and CFGM, respectively, on a one-to-one basis pursuant to Cantor’s and CFGM’s right to exchange such shares under the Exchange Agreement. Pursuant to the Exchange Agreement, no additional considerationwas paid to BGC by Cantor or CFGM for the Class B Issuance. The Class B Issuance was exempt from registration pursuant to Section 3(a)(9) of the Securities Act.

The Company did not issue any shares of BGC Class B common stock during the year ended December 31, 2019. As of December 31, 2019 and 2018, there were45,884,380 shares of BGC Class B common stock outstanding.

Unit Redemptions and Share Repurchase Program

The Board and Audit Committee have authorized repurchases of BGC Class A common stock and redemptions of limited partnership interests or other equity interests inour subsidiaries. On August 1, 2018, the Company’s Board and Audit Committee increased the Company’s share repurchase and unit redemption authorization to$300.0 million, which may include purchases from Cantor, its partners or employees or other affiliated persons or entities. As of December 31, 2019, the Company had $256.7million remaining from its share repurchase and unit redemption authorization. From time to time, the Company may actively continue to repurchase shares and/or redeem units.

The table below represents the units redeemed and/or shares repurchased for cash and does not include units redeemed/cancelled in connection with the grant of sharesof BGC Class A common stock nor the limited partnership interests exchanged for shares of BGC Class A common stock. The gross unit redemptions and share repurchases ofBGC Class A common stock during the year ended December 31, 2019 were as follows (in thousands, except weighted-average price data):

Period

Total Numberof Units

Redeemedor Shares

Repurchased

Weighted-Average PricePaid per Unit

or Share

ApproximateDollar Valueof Units and

Shares That MayYet Be Redeemed/

PurchasedUnder the Program

Redemptions1 January 1, 2019—March 31, 2019 1,203 $ 6.00 April 1, 2019—June 30, 2019 97 5.45 July 1, 2019—September 30, 2019 73 5.24 October 1, 2019—December 31, 2019 35 5.57

Total Redemptions 1,408 $ 5.91 Repurchases2

January 1, 2019—March 31, 2019 233 $ 5.30 April 1, 2019—June 30, 2019 — — July 1, 2019—September 30, 2019 — — October 1, 2019—December 31, 2019 — —

Total Repurchases 233 $ 5.30 Total Redemptions and Repurchases 1,641 $ 5.82 $ 256,691

1 During the year ended December 31, 2019, the Company redeemed 1.4 million LPUs at an aggregate redemption price of $8.0 million for a weighted-average price of $5.92 per unitand 0.1 million FPUs at an aggregate redemption price of $0.3 million for a weighted-average price of $5.64 per unit. During the year ended December 31, 2018, the Companyredeemed approximately 9.2 million LPUs at an aggregate redemption price of approximately $116.5 million for a weighted-average price of $12.61 per unit and approximately 0.1million FPUs at an aggregate redemption price of approximately $1.4 million for a weighted-average price of $12.86 per unit. The table above does not include unitsredeemed/cancelled in connection with the grant of 10.1 million and 6.8 million shares of BGC Class A common stock during the years ended December 31, 2019 and 2018,respectively, nor the limited partnership interests exchanged for 4.4 million and 2.6 million shares of BGC Class A common stock during the years ended December 31, 2019 and2018, respectively.

2 During the year ended December 31, 2019, the Company repurchased 0.2 million shares of BGC Class A common stock at an aggregate price of $1.2 million for a weighted-averageprice of $5.30 per share. During the year ended December 31, 2018, the Company repurchased approximately 0.8 million shares of BGC Class A common stock at an aggregate priceof approximately $10.4 million for a weighted-average price of $13.23 per share.

Following the Spin-Off, external data providers have restated the historical prices of BGC Class A common stock (BGCP). As such, the nominal prices listed in thefootnotes above may not match the historical prices listed on such data services following the Spin-Off.

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The weighted-average share counts from continuing operations, including securities that were anti-dilutive for our earnings per share calculations, for the three months

and year ended December 31, 2019 were as follows (in thousands):

ThreeMonths EndedDecember 31,

2019

Year EndedDecember 31,

2019 Common stock outstanding1 351,431 344,332 Partnership units2 178,343 178,813 RSUs (Treasury stock method) 1,204 38 Other 1,039 1,367

Total3 532,017 524,550

1 Common stock consisted of Class A shares, Class B shares and contingent shares for which all necessary conditions have been satisfied except for the passage of time. For the quarterended December 31, 2019, the weighted-average number of Class A shares was 305.5 million and Class B shares was 45.9 million. For the year ended December 31, 2019, theweighted-average number of Class A shares was 298.4 and Class B shares was 45.9 million.

2 Partnership units collectively include FPUs, LPUs, and Cantor units (see Note 2—“Limited Partnership Interests in BGC Holdings and Newmark Holdings” to our consolidatedfinancial statements in Part II, Item 8 of this Annual Report on Form 10-K for more information).

3 Given the net loss during the quarter ended December 31, 2019, approximately 180.8 million potentially dilutive securities were not included in the computation of fully dilutedearnings per share because their effect would have been anti-dilutive. For the year ended December 31, 2019, approximately 0.9 million potentially dilutive securities were notincluded in the computation of fully diluted earnings per share because their effect would have been anti-dilutive. Anti-dilutive securities for the year ended December 31, 2019included, on a weighted-average basis, approximately 0.9 million RSUs. As of December 31, 2019, approximately 15.8 million shares of contingent Class A common stock and LPUswere excluded from fully diluted EPS computations because the conditions for issuance had not been met by the end of the period. The contingent Class A common stock is recordedas a liability and included in “Accounts payable, accrued and other liabilities” in our consolidated statement of financial condition as of December 31, 2019.

The fully diluted period-end spot share count was as follows (in thousands):

As ofDecember 31,

2019 Common stock outstanding 353,799 Partnership units 172,060 RSUs (Treasury stock method) 1,204 Other 3,308

Total 530,371

On June 5, 2015, we entered into the Exchange Agreement with Cantor providing Cantor, CFGM and other Cantor affiliates entitled to hold BGC Class B common stock

the right to exchange from time to time, on a one-to-one basis, subject to adjustment, up to an aggregate of 34,649,693 shares of BGC Class A common stock now owned orsubsequently acquired by such Cantor entities for up to an aggregate of 34,649,693 shares of BGC Class B common stock. Such shares of BGC Class B common stock, whichcurrently can be acquired upon the exchange of Cantor units owned in BGC Holdings, are already included in our fully diluted share count and will not increase Cantor’s currentmaximum potential voting power in the common equity. The Exchange Agreement enabled the Cantor entities to acquire the same number of shares of BGC Class B commonstock that they were already entitled to acquire without having to exchange its Cantor units in BGC Holdings. The Audit Committee and Board have determined that it was inthe best interests of us and our stockholders to approve the Exchange Agreement because it will help ensure that Cantor retains its Cantor units in BGC Holdings, which is thesame partnership in which our partner employees participate, thus continuing to align the interests of Cantor with those of the partner employees. On November 23, 2018, in theClass B Issuance, BGC issued 10,323,366 shares of BGC Class B common stock to Cantor and 712,907 shares of BGC Class B common stock to CFGM, an affiliate of Cantor,in each case in exchange for shares of BGC Class A common stock from Cantor and CFGM, respectively, on a one-to-one basis pursuant to the Exchange Agreement. Pursuantto the Exchange Agreement, no additional consideration was paid to BGC by Cantor or CFGM for the Class B Issuance. The Class B issuance was exempt from the SecuritiesAct. Following this exchange, Cantor and its affiliates only have the right to exchange under the Exchange Agreement up to an aggregate of 23,613,420 shares of BGC Class Acommon stock, now owned or subsequently acquired, or its Cantor units in BGC Holdings, into shares of BGC Class B common stock. As of December 31, 2019, Cantor andCFGM do not own any shares of BGC Class A common stock.

We and Cantor have agreed that any shares of BGC Class B common stock issued in connection with the Exchange Agreement would be deducted from the aggregatenumber of shares of BGC Class B common stock that may be issued to the Cantor entities upon exchange of Cantor units in BGC Holdings. Accordingly, the Cantor entities willnot be entitled to receive any more shares of BGC Class B Stock under this agreement than they were previously eligible to receive upon exchange of Cantor units.

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On November 4, 2015, partners of BGC Holdings created five new classes of non-distributing partnership units (collectively with the NPSUs, “N Units”). These new N

Units carry the same name as the underlying unit with the insertion of an additional “N” to designate them as the N Unit type and are designated as NREUs, NPREUs, NLPUs,NPLPUs and NPPSUs. The N Units are not entitled to participate in partnership distributions, will not be allocated any items of profit or loss and may not be made exchangeableinto shares of BGC Class A common stock. The Eleventh Amendment was approved by the Audit Committee and by the Board.

Subject to the approval of the Compensation Committee or its designee, certain N Units may be converted into the underlying unit type (i.e. an NREU will be convertedinto an REU) and will then participate in partnership distributions, subject to terms and conditions determined by the general partner of BGC Holdings in its sole discretion,including that the recipient continue to provide substantial services to the Company and comply with his or her partnership obligations. Such N Units are not included in thefully diluted share count.

On December 14, 2016, partners of BGC Holdings amended certain terms and conditions of the partnership’s N Units in order to provide flexibility to the Company andthe Partnership in using such N Units in connection with compensation arrangements and practices. The amendment provides for a minimum $5 million gross revenuerequirement 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 grantdocumentation. The amendment was approved by the Audit Committee.

On December 13, 2017, the Amended and Restated BGC Holdings Partnership Agreement was amended and restated a second time to include prior standaloneamendments and to make certain other changes related to the Separation. The Second Amended and Restated BGC Holdings Partnership Agreement, among other things,reflects changes resulting from the division in the Separation of BGC Holdings into BGC Holdings and Newmark Holdings, including: • an apportionment of the existing economic attributes (including, among others, capital accounts and post-termination payments) of each BGC Holdings limited

partnership interests outstanding immediately prior to the Separation between such Legacy BGC Holdings Unit and the fraction of a Newmark Holdings LPUissued in the Separation in respect of such Legacy BGC Holdings Unit, based on the relative value of BGC and Newmark as of after the Newmark IPO;

• an adjustment of the exchange mechanism between the Newmark IPO and the Distribution so that one exchangeable BGC Holdings unit together with a number

of exchangeable Newmark Holdings units equal to 0.4545 divided by the Newmark Holdings Exchange Ratio as of such time, must be exchanged in order toreceive one share of BGC Class A common stock; and

• a right of the employer of a partner (whether it be Newmark or BGC) to determine whether to grant exchangeability with respect to Legacy BGC Holdings Units

or Legacy Newmark Holdings Units held by such partner.

The Second Amended and Restated BGC Holdings Partnership Agreement also removes certain classes of BGC Holdings units that are no longer outstanding, andpermits the general partner of BGC Holdings to determine the total number of authorized BGC Holdings units. The Second Amended and Restated BGC Holdings LimitedPartnership Agreement was approved by the Audit Committee.

Registration Statements

We currently have in place an effective equity shelf registration statement on Form S-3 filed on March 9, 2018 with respect to the issuance and sale of up to an aggregateof $300.0 million of shares of BGC Class A common stock from time to time on a delayed or continuous basis. On March 9, 2018, we entered into the March 2018 SalesAgreement, pursuant to which we may offer and sell up to an aggregate of $300.0 million of shares of BGC Class A common stock. Proceeds from shares of BGC Class Acommon stock sold under this CEO Program Sales Agreement may be used for redemptions of limited partnership interests in BGC Holdings, as well as for general corporatepurposes, including acquisitions and the repayment of debt. CF&Co is a wholly owned subsidiary of Cantor and an affiliate of us. Under this Sales Agreement, we have agreedto pay CF&Co 2% of the gross proceeds from the sale of shares. For additional information on the Company’s CEO Program sales agreements, see Note 14—“Related PartyTransactions.”

As of December 31, 2019, we have issued and sold 17,401,431 shares of BGC Class A common stock (or $209.8 million) under the March 2018 Sales Agreement. As ofDecember 31, 2017 and March 31, 2018, we had sold all 20 million shares of BGC Class A common stock pursuant to each of the November 2014 Sales Agreement and April2017 Sales Agreement. We intend to use the net proceeds of any shares of BGC Class A common stock sold for general corporate purposes for potential acquisitions,redemptions of LPUs and FPUs in BGC Holdings and repurchases of shares of BGC Class A common stock from partners, executive officers and other employees of ours or oursubsidiaries and of Cantor and its affiliates. Certain of such partners will be expected to use the proceeds from such sales to repay outstanding loans issued by, or creditenhanced by, Cantor, or BGC Holdings. In addition to general corporate purposes, these sales along with our share repurchase authorization are designed as a planning device inorder to facilitate the redemption process. Going forward, we may redeem units and reduce our fully diluted share count under our repurchase authorization or later sell shares ofBGC Class A common stock under the March 2018 Sales Agreement.

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Further, we have an effective registration statement on Form S-4 filed on September 3, 2010, with respect to the offer and sale of up to 20 million shares of BGC Class

A common stock from time to time in connection with business combination transactions, including acquisitions of other businesses, assets, properties or securities. As ofDecember 31, 2019, we have issued an aggregate of 13.8 million shares of BGC Class A common stock under this Form S-4 registration statement. Additionally, on September13, 2019, we filed a registration statement on Form S-4, with respect to the offer and sale of up to 20 million shares of Class A common stock from time to time in connectionwith business combination transactions, including acquisitions of other businesses, assets, properties or securities. As of December 31, 2019, we have not issued any shares ofBGC Class A common stock under this Form S-4 registration statement. We also have an effective shelf registration statement on Form S-3 pursuant to which we can offer andsell up to 10 million shares of BGC Class A common stock under the BGC Partners, Inc. Dividend Reinvestment and Stock Purchase Plan. As of December 31, 2019, we haveissued approximately 0.6 million shares of BGC Class A common stock under the Dividend Reinvestment and Stock Purchase Plan.

The Compensation Committee may grant stock options, stock appreciation rights, deferred stock such as RSUs, bonus stock, performance awards, dividend equivalentsand other equity-based awards, including to provide exchange rights for shares of BGC Class A common stock upon exchange of LPUs. On June 22, 2016, at our AnnualMeeting of Stockholders, our stockholders approved our Equity Plan to increase from 350 million to 400 million the aggregate number of shares of BGC Class A common stockthat may be delivered or cash-settled pursuant to awards granted during the life of the Equity Plan. As of December 31, 2019, the limit on the aggregate number of sharesauthorized to be delivered allowed for the grant of future awards relating to 137.7 million shares of BGC Class A common stock.

On July 31, 2018, we filed a registration statement on Form S-4 pursuant to which the holders of the 5.375% Senior Notes due 2023 which were issued in a privateplacement, exchanged such notes for new registered notes with substantially identical terms.

On October 11, 2019, we filed a registration statement on Form S-4 pursuant to which the holders of the 3.750% Senior Notes which were issued in a private placement,exchanged such notes for new registered notes with substantially identical terms.

On December 16, 2019, we filed a registration statement on Form S-3 pursuant to which CF&Co may make offers and sales of our 5.125% Senior Notes, 5.375% SeniorNotes due 2023 and 3.750% Senior Notes in connection with ongoing market-making transactions which may occur from time to time. Such market-making transactions inthese securities may occur in the open market or may be privately negotiated at prevailing market prices at a time of resale or at related or negotiated prices. Neither CF&Co,nor any other of our affiliates, has any obligation to make a market in our securities, and CF&Co or any such other affiliate may discontinue market-making activities at anytime without notice.

CONTINGENT PAYMENTS RELATED TO ACQUISITIONS

Since 2016, the Company has completed acquisitions whose purchase price included an aggregate of approximately 2.2 million shares of the Company’s Class Acommon stock (with an acquisition date fair value of approximately $9.2 million), 0.1 million LPUs (with an acquisition date fair value of approximately $0.2 million),0.2 million RSUs (with an acquisition date fair value of approximately $1.2 million) and $34.3 million in cash that may be issued contingent on certain targets being metthrough 2022.

As of December 31, 2019, the Company has issued 0.3 million shares of its Class A common stock and paid $14.6 million in cash related to such contingent payments.

As of December 31, 2019, 1.9 million shares of the Company’s Class A common stock and 0.2 million RSUs remain to be issued, and $24.1 million in cash remains tobe paid, net of forfeitures and other adjustments, if the targets are met.

DERIVATIVE SUIT

On October 5, 2018, Roofers Local 149 Pension Fund filed a putative derivative complaint in the Delaware Chancery Court, captioned Roofers Local 149 Pension Fundvs. Howard Lutnick, et al. (Case No. 2018-0722), alleging breaches of fiduciary duty against (i) the members of the Board, (ii) Howard Lutnick, CFGM, and Cantor ascontrolling stockholders of BGC, and (iii) Howard Lutnick as an officer of BGC. The complaint challenges the transactions by which BGC (i) completed the Berkeley Pointacquisition from CCRE for $875 million and (ii) committed to invest $100 million for a 27% interest in Real Estate, L.P. (collectively, the “Transaction”). Among other things,the complaint alleges that (i) the price BGC paid in connection with the Transaction was unfair, (ii) the process leading up to the Transaction was unfair, and (iii) the membersof the special committee of the Board were not independent. It seeks to recover for the Company unquantified damages, disgorgement of any payments received by defendants,and attorneys' fees.

A month later, on November 5, 2018, the same plaintiffs’ firm filed an identical putative derivative complaint against the same defendants seeking the same relief onbehalf of a second client, Northern California Pipe Trades Trust Funds. The cases have been consolidated into a single action, captioned In re BGC Partners, Inc. DerivativeLitigation (Consolidated C.A. No. 2018-0722-AGB), and the complaint filed by Roofers Local 149 Pension Fund on October 5, 2018 was designated as the operative complaint.

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In response to motions to dismiss filed by all defendants in December 2018, Plaintiffs filed a motion for leave to amend the operative complaint in February 2019,

requesting that the Court allow them to supplement their allegations, which the Court granted. The amended complaint alleges the same purported breaches of fiduciary duty asthe operative complaint, raises no new claims, and seeks identical relief, but includes additional allegations, including alleged reasons for plaintiffs’ failure to make a demand onthe Board, which was the basis of defendants’ motion to dismiss. On March 19, 2019, all defendants filed motions to dismiss the amended complaints, again on demandgrounds. On September 30, 2019, the Court denied defendants’ motions to dismiss, permitting the case to move forward into discovery. In its ruling, the Court determined thatthe amended complaint sufficiently pled that plaintiffs were not required to make demand on the Board in order to file a derivative suit, but did not make findings of fact withrespect to the underlying merits of plaintiffs’ allegations concerning the Transaction.

The Company continues to believe that the allegations pled against the defendants in the amended complaint are without merit and intends to defend against themvigorously as the case moves forward. However, as in any litigated matter, the outcome cannot be determined with certainty.

PURCHASE OF LIMITED PARTNERSHIP INTERESTS

Cantor has the right to purchase limited partnership interests (Cantor units) from BGC Holdings upon redemption of non-exchangeable FPUs redeemed by BGCHoldings upon termination or bankruptcy of the Founding/Working Partner. In addition, pursuant to Article Eight, Section 8.08, of the Second Amended and Restated BGCHoldings Limited Partnership Agreement (previously the sixth amendment) and Article Eight, Section 8.08, of the Newmark Holdings Limited Partnership Agreement, whereeither current, terminating, or terminated partners are permitted by the Company to exchange any portion of their FPUs and Cantor consents to such exchangeability, theCompany shall offer to Cantor the opportunity for Cantor to purchase the same number of new exchangeable limited partnership interests (Cantor units) in BGC Holdings at theprice that Cantor would have paid for the FPUs had the Company redeemed them. Any such Cantor units purchased by Cantor are currently exchangeable for up to 23,613,420shares of BGC Class B common stock or, at Cantor’s election or if there are no such additional shares of BGC Class B common stock, shares of BGC Class A common stock, ineach case on a one-for-one basis (subject to customary anti-dilution adjustments).

On November 7, 2016, the Company issued exchange rights with respect to, and Cantor purchased, in transactions exempt from registration pursuant to Section 4(a)(2)of the Securities Act, an aggregate of 624,762 exchangeable limited partnership units in BGC Holdings, as follows: In connection with the redemption by BGC Holdings of anaggregate of 141,523 non-exchangeable founding partner units from founding partners of BGC Holdings for an aggregate consideration of $560,190, Cantor purchased 141,523exchangeable limited partnership units from BGC Holdings for an aggregate of $560,190. In addition, pursuant to the Sixth Amendment, on November 7, 2016, Cantorpurchased 483,239 exchangeable limited partnership units from BGC Holdings for an aggregate consideration of $1,796,367 in connection with the grant of exchangeability andexchange for 483,239 founding partner units. As a result of the Newmark IPO and the related Separation and Distribution Agreement, the aggregate exchangeable limitedpartnership units represent 624,762 and 283,983 exchangeable limited partnership units in BGC Holdings and Newmark Holdings, respectively.

On November 7, 2017, the Company issued exchange rights with respect to, and Cantor purchased, in transactions exempt from registration pursuant to Section 4(a)(2)of the Securities Act, an aggregate of 1,179,788 exchangeable limited partnership units in BGC Holdings, as follows: In connection with the redemption by BGC Holdings of anaggregate of 823,178 non-exchangeable founding partner units from founding partners of BGC Holdings for an aggregate consideration of $2,828,629, Cantor purchased823,178 exchangeable limited partnership units from BGC Holdings for an aggregate of $2,828,629. In addition, pursuant to the Sixth Amendment, on November 7, 2017,Cantor purchased 356,610 exchangeable limited partnership units from BGC Holdings for an aggregate consideration of $1,091,175 in connection with the grant ofexchangeability and exchange for 356,610 founding partner units. As a result of the Newmark IPO and the related Separation and Distribution Agreement, the aggregateexchangeable limited partnership units represent 1,179,788 and 536,267 exchangeable limited partnership units in BGC Holdings and Newmark Holdings, respectively.

As of December 31, 2019, there were 1,749,347 FPUs in BGC Holdings remaining, which the partnerships had the right to redeem or exchange and with respect towhich Cantor had the right to purchase an equivalent number of Cantor units.

JOINT SERVICES AGREEMENT WITH CANTOR

In February 2019, the Audit Committee authorized us to enter into a short-term services agreement with Cantor pursuant to which Cantor would be responsible forclearing, settling and processing certain transactions executed on behalf of customers in exchange for a 33% revenue share based on net transaction revenue and the payment byBGC of the fully allocated cost of certain salespersons related thereto.

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GUARANTEE AGREEMENT FROM CF&CO

Under rules adopted by the CFTC, all foreign introducing brokers engaging in transactions with U.S. persons are required to register with the NFA and either meetfinancial reporting and net capital requirements on an individual basis or obtain a guarantee agreement from a registered Futures Commission Merchant. Our European-basedbrokers engage from time to time in interest rate swap transactions with U.S.-based counterparties, and therefore we are subject to the CFTC requirements. CF&Co has enteredinto guarantees on our behalf (and on behalf of GFI), and we are required to indemnify CF&Co for the amounts, if any, paid by CF&Co on our behalf pursuant to thisarrangement. During the years ended December 31, 2019 and 2018, the Company recorded expenses of $125,000 with respect to these guarantees.

EQUITY METHOD INVESTMENTS

The Company was authorized to enter into loans, investments or other credit support arrangements for Aqua; such arrangements are proportionally and on the sameterms as similar arrangements between Aqua and Cantor. On February 5, 2020, the Company’s Board and Audit Committee increased the authorized amount by an additional$2.0 million. The Company has been further authorized to provide counterparty or similar guarantees on behalf of Aqua from time to time, provided that liability for any suchguarantees, as well as similar guarantees provided by Cantor, would be shared proportionally with Cantor (see Note 14—“Related Party Transactions,” to our consolidatedfinancial statements in Part II, Item 8 of this Annual Report on Form 10-K for more information).

UNIT REDEMPTIONS AND EXCHANGES—EXECUTIVE OFFICERS

On March 27, 2019, the Audit and Compensation Committees authorized the purchase by the Company from Stephen M. Merkel of up to 250,000 shares of BGC ClassA common stock at the closing price on March 26, 2019. Pursuant to this authorization, 233,172 shares of BGC Class A common stock were purchased by the Company onMarch 27, 2019 at $5.30 per share, the closing price on March 26, 2019.

On February 27, 2019, the Audit Committee authorized the purchase by Mr. Lutnick’s retirement plan of up to $56,038 of BGC Class A common stock at the closingprice on March 4, 2019. Pursuant to this authorization, 8,980 shares of BGC Class A common stock were purchased by the plan on March 5, 2019 at $6.24 per share, the closingprice on March 4, 2019.

On October 3, 2018, Mr. Lutnick donated an aggregate of 53,368 shares of BGC Class A common stock from his personal asset trust to a charitable foundation forwhich his spouse serves as a director. The Company repurchased the 53,368 shares from the charitable foundation at a price of $11.73 per share, which was the closing price ofBGC Class A common stock on that date. The transaction was approved by the Audit Committee.

On February 16, 2018, the Audit Committee authorized the purchase by Mr. Lutnick’s retirement plan of up to $105,000 of BGC Class A common stock at the closingprice on the date of purchase. Pursuant to this authorization, 7,883 shares of BGC Class A common stock were purchased by the plan on February 26, 2018 at $13.17 per share,the closing price on the date of purchase.

In connection with the Company’s 2018 executive compensation process, the Company’s executive officers received certain monetization of prior awards as set forthbelow.

On December 31, 2018, the Compensation Committee approved the cancellation of 113,032 non-exchangeable PSUs held by Mr. Merkel, and the cancellation of 89,225non-exchangeable PPSUs (which had a determination price of $5.36 per unit). In connection with these transactions, the Company issued $1,062,500 in BGC Class A commonstock, less applicable taxes and withholdings at a 45% tax rate, resulting in 113,032 net shares of BGC Class A common stock at a price of $5.17 per share and the payment of$478,123 for taxes.

On December 31, 2018, the Compensation Committee approved the monetization of 760,797 PPSUs held by Mr. Lutnick (which at an average determination price of$6.57 per share on such date, had a value of $5,000,000). On February 1, 2019, the Compensation Committee approved a modification which consisted of the following: (i) theright to exchange 376,651 non-exchangeable PSUs held by Mr. Lutnick into 376,651 non-exchangeable HDUs (which, based on the closing price of BGC Class A commonstock of $6.21 per share on such date, had a value of $2,339,000); and (ii) the right to exchange for cash 463,969 non-exchangeable PPSUs held by Mr. Lutnick, for a paymentof $2,661,000 for taxes when (i) is exchanged.

On December 31, 2018, the Compensation Committee approved the grant of exchange rights to Mr. Windeatt with respect to 139,265 non-exchangeable U.K. LPUs(which at the closing price of $5.17 per share on such date, had a value of $720,000) and the exchange for cash (at the average determination price of $4.388 per unit) of 63,814non-exchangeable PLPUs for a payment of $280,002 for taxes. On February 22, 2019, the Compensation Committee approved the grant of exchange rights to Mr. Windeatt withrespect to an additional 22,020 non-exchangeable U.K. LPUs (which at the closing price of $6.26 per share on such date, had a value of $137,845) and the exchange for cash (atthe average determination price of $5.6457 per unit) of 9,495 non-exchangeable PLPUs for a payment of $53,606 for taxes.

On December 31, 2018, the Compensation Committee approved the grant of exchange rights to Mr. Lynn with respect to 750,308 non-exchangeable U.K. LPUs (whichat the closing price of $5.17 per share on such date, had a value of $3,879,092) and the exchange for cash (at the average determination price of $3.894 per unit) of 287,888 non-exchangeable PLPUs for a payment of $1,120,909 for taxes. On February 22, 2019, the Compensation Committee approved the grant of exchange rights to Mr. Lynn withrespect to an additional 43,131 non-exchangeable U.K. LPUs (which at the closing price of $6.26 per share on such date, had a value of $270,000) and the exchange for cash (atthe average determination price of $4.1239 per unit) of 25,461 non-exchangeable PLPUs for a payment of $105,000 for taxes.

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On March 11, 2018, as part of 2017 year-end compensation, the BGC Compensation Committee authorized the Company to issue Mr. Lutnick $30.0 million of BGC

Class A common stock, less applicable taxes and withholdings, based on a price of $14.33 per share, which was the closing price of BGC Class A common stock on the tradingday prior to the date of issuance, which resulted in the net issuance of 979,344 shares of BGC Class A common stock. In exchange, the following equivalent units wereredeemed and cancelled: an aggregate of 2,348,479 non-exchangeable LPUs of BGC Holdings consisting of 1,637,215 non-exchangeable BGC Holdings PSUs and 711,264BGC Holdings PPSUs, having various determination prices per unit based on the date of the grant, and associated non-exchangeable LPUs of Newmark Holdings consisting of774,566 of non-exchangeable Newmark Holdings PSUs and 336,499 of non-exchangeable Newmark Holdings PPSUs.

EXECUTIVE COMPENSATION—INCENTIVE PLAN

On June 6, 2017, at the Annual Meeting of Stockholders of the Company, the Company’s stockholders approved the Company’s Incentive Plan to approve the materialterms of the performance goals under the Incentive Plan for compliance with Section 162(m) of the Internal Revenue Code of 1986, as amended, including an amendment tothose performance goals in order to broaden the stock price performance goal to include dividends and/or total stockholder return.

MARKET SUMMARY

The following table provides certain volume and transaction count information for the quarterly periods indicated:

December 31,

2019 September 30,

2019 June 30,

2019 March 31,

2019 December 31,

2018 Notional Volume (in billions)

Total fully electronic volume $ 5,975 $ 6,448 $ 5,825 $ 6,703 $ 5,738 Total hybrid volume¹ 66,996 73,485 66,619 68,826 89,435 Total fully electronic and hybrid volume $ 72,971 $ 79,933 $ 72,444 $ 75,529 $ 95,173

Transaction Count (in thousands, except for days) Total fully electronic transactions 3,108 3,176 2,856 2,810 2,910 Total hybrid transactions 1,165 1,265 1,283 1,265 1,191 Total transactions 4,273 4,441 4,139 4,075 4,101

Trading days 64 64 63 61 64

1 Hybrid is defined as transactions involving some element of electronic trading but executed by BGC’s brokers, exclusive of voice-only transactions. Fully electronicinvolves customer-to-customer trades, free from broker execution.

Fully electronic volume, including new products, was $25.0 trillion for the year ended December 31, 2019, compared to $23.2 trillion for the year ended December 31,2018. Our hybrid volume for the year ended December 31, 2019 was $275.9 trillion, compared to $308.8 trillion for the year ended December 31, 2018.

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

The following table summarizes certain of our contractual obligations at December 31, 2019 (in thousands):

Total Less Than

1 Year 1-3 Years 3-5 Years More Than

5 Years Long-term debt and collateralized borrowings1 $ 1,153,696 $ 84,499 $ 315,946 $ 753,251 $ — Operating leases2 258,254 30,035 57,044 44,921 126,254 Interest on long-term debt and collateralized borrowings3 167,263 55,967 77,980 33,316 — Short-term borrowings4 4,962 4,962 — — — Interest on Short-term borrowings 186 186 — — — One-time transition tax5 19,431 1,266 2,533 6,384 9,248 Other6 3,999 3,999 — — —

Total contractual obligations $ 1,607,791 $ 180,914 $ 453,503 $ 837,872 $ 135,502

1 Long-term debt and collateralized borrowings reflect long-term borrowings of $300.0 million of the 5.125% Senior Notes due on May 27, 2021 (the $300.0 millionrepresents the principal amount of the debt; the carrying value of the 5.125% Senior Notes as of December 31, 2019 was approximately $298.7 million), $450.0 millionof the 5.375% Senior Notes due on July 24, 2023 (the $450.0 million represents the principal amount of the debt; the carrying value of the 5.375% Senior Notes as ofDecember 31, 2019 was $445.2 million), $300.0 million of the 3.750% Senior Notes due October 1, 2024 (the $300.0 million represents the principal amount of thedebt; the carrying value of the 3.750% Senior Notes as of December 31, 2019 was approximately $296.1 million), $70.0 million of borrowings under the committedunsecured senior Revolving Credit Agreement due February 26, 2021 (the $70.0 million represents

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the principal amount of the debt; the carrying value of the committed unsecured senior Revolving Credit Agreement as of December 31, 2019 was approximately $68.9million), $11.7 million of collateralized borrowings due May 31, 2021, $13.2 million of collateralized borrowings due April 8, 2023, and $8.8 million of collateralizedborrowings due April 19, 2023. See Note 18— “Notes Payable, Other and Short-term Borrowings” to our consolidated financial statements in Part II, Item 8 of thisAnnual Report on Form 10-K for more information regarding these obligations, including timing of payments and compliance with debt covenants.

2 Operating leases are related to rental payments under various non-cancelable leases, principally for office space, net of sublease payments to be received. The totalamount of sublease payments to be received is approximately $0.1 million over the life of the agreement.

3 Interest on long-term debt and collateralized borrowings also includes interest on the undrawn portion of the committed unsecured senior Revolving Credit Agreementwhich was calculated through the maturity date of the facility, which is February 26, 2021. As of December 31, 2019, the undrawn portion of the committed unsecuredRevolving Credit Agreement was $280.0 million.

4 Short-term borrowings reflects approximately $5.0 million (BRL 20.0 million) of borrowing under the Company’s committed unsecured loan agreement. See Note 18—“Notes Payable, Other and Short-term Borrowings” for more information regarding this obligation.

5 The Company completed the calculation of the one-time transition tax on the deemed repatriation of foreign subsidiaries’ earnings pursuant to the Tax Act andpreviously recorded a net cumulative tax expense of $25.0 million, net of foreign tax credits, with an election to pay the taxes over eight years with 40% to be paid inequal installments over the first five years and the remaining 60% to be paid in installments of 15%, 20% and 25% in years six, seven and eight, respectively. Thecumulative remaining balance as of December 31, 2019 is $19.4 million.

6 Other contractual obligations reflect commitments to make charitable contributions, which are recorded as part of “Accounts payable, accrued and other liabilities” inthe Company’s consolidated statements of financial condition. The amount payable each year reflects an estimate of future Charity Day obligations.

OFF-BALANCE SHEET ARRANGEMENTS

In the ordinary course of business, we enter into arrangements with unconsolidated entities, including variable interest entities. See Note 15—“Investments” to ourconsolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K for additional information related to our investments in unconsolidated entities.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of our consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reportedamounts of the assets and liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities in our consolidated financial statements. These accountingestimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation. To the extent actual experience differs from theassumptions used, our consolidated statements of financial condition, consolidated statements of operations and consolidated statements of cash flows could be materiallyaffected. We believe that the following accounting policies involve a higher degree of judgment and complexity.

Revenue Recognition

We derive our revenues primarily through commissions from brokerage services, the spread between the buy and sell prices on matched principal transactions, fees fromrelated parties, data, software and post-trade services, and other revenues. See Note 3—“Summary of Significant Accounting Policies” to our consolidated financial statementsin Part II, Item 8 of this Annual Report on Form 10-K for further information regarding revenue recognition.

Equity-Based and Other Compensation

Discretionary Bonus: A portion of our compensation and employee benefits expense is comprised of discretionary bonuses, which may be paid in cash, equity,partnership awards or a combination thereof. We accrue expense in a period based on revenues in that period and on the expected combination of cash, equity and partnershipunits. Given the assumptions used in estimating discretionary bonuses, actual results may differ.

Restricted Stock Units: We account for equity-based compensation under the fair value recognition provisions of the U.S. GAAP guidance. RSUs provided to certainemployees are accounted for as equity awards, and in accordance with the U.S. GAAP, we are required to record an expense for the portion of the RSUs that is ultimatelyexpected to vest. Further, forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Becauseassumptions are used in estimating employee turnover and associated forfeiture rates, actual results may differ from our estimates under different assumptions or conditions.

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The fair value of RSU awards to employees is determined on the date of grant, based on the fair value of BGC Class A common stock. Generally, RSUs granted by us as

employee compensation do not receive dividend equivalents; as such, we adjust the fair value of the RSUs for the present value of expected forgone dividends, which requiresus to include an estimate of expected dividends as a valuation input. This grant-date fair value is amortized to expense ratably over the awards’ vesting periods. For RSUs withgraded vesting features, we have made an accounting policy election to recognize compensation cost on a straight-line basis. The amortization is reflected as part of “Equity-based compensation and allocations of net income to limited partnership units and FPUs” in our consolidated statements of operations.

Restricted Stock: Restricted stock provided to certain employees is accounted for as an equity award, and as per the U.S. GAAP guidance, we are required to record anexpense for the portion of the restricted stock that is ultimately expected to vest. We have granted restricted stock that is not subject to continued employment or service;however, transferability is subject to compliance with our and our affiliates’ customary noncompete obligations. Such shares of restricted stock are generally saleable bypartners in five to ten years. Because the restricted stock is not subject to continued employment or service, the grant-date fair value of the restricted stock is expensed on thedate of grant. The expense is reflected as non-cash equity-based compensation expense in our consolidated statements of operations.

Limited Partnership Units: LPUs in BGC Holdings and Newmark Holdings are generally held by employees. Generally, such units receive quarterly allocations of netincome, which are cash distributed on a quarterly basis and generally contingent upon services being provided by the unit holders. In addition, Preferred Units are granted inconnection with the grant of certain LPUs, such as PSUs, that may be granted exchangeability or redeemed in connection with the grant of shares of common stock to cover thewithholding taxes owed by the unit holder upon such exchange or grant. This is an acceptable alternative to the common practice among public companies of issuing the grossamount of shares to employees, subject to cashless withholding of shares to pay applicable withholding taxes. Our Preferred Units are not entitled to participate in partnershipdistributions other than with respect to a distribution at a rate of either 0.6875% (which is 2.75% per calendar year) or such other amount as set forth in the awarddocumentation. The quarterly allocations of net income to such LPUs are reflected as a component of compensation expense under “Equity-based compensation and allocationsof net income to limited partnership units and FPUs” in our consolidated statements of operations.

Certain of these LPUs entitle the holders to receive post-termination payments equal to the notional amount, generally in four equal yearly installments after the holder’stermination. These LPUs are accounted for as post-termination liability awards under the U.S. GAAP. Accordingly, we recognize a liability for these units on our consolidatedstatements of financial condition as part of “Accrued compensation” for the amortized portion of the post-termination payment amount, based on the current fair value of theexpected future cash payout. We amortize the post-termination payment amount, less an expected forfeiture rate, over the vesting period, and record an expense for such awardsbased on the change in value at each reporting period in our consolidated statements of operations as part of “Equity-based compensation and allocations of net income tolimited partnership units and FPUs.”

Certain LPUs are granted exchangeability into shares of BGC or Newmark Class A common stock or are redeemed in connection with the grant of BGC or NewmarkClass A common stock issued; BGC Class A common stock is issued on a one-for-one basis, and Newmark Class A common stock is issued based on the number of LPUsexchanged or redeemed multiplied by the then Exchange Ratio. At the time exchangeability is granted or shares of BGC or Newmark Class A common stock are issued, werecognize an expense based on the fair value of the award on that date, which is included in “Equity-based compensation and allocations of net income to limited partnershipunits and FPUs” in our consolidated statements of operations. During the years ended December 31, 2019, 2018 and 2017, we incurred compensation expense of $100.9 million,$150.1 million and $176.5 million, respectively.

Certain LPUs have a stated vesting schedule and do not receive quarterly allocations of net income. Compensation expense related to these LPUs is recognized over thestated service period, and these units generally vest between two and five years. During the years ended December 31, 2019, 2018 and 2017, we incurred compensation expenserelated to these LPUs of $36.7 million, $11.4 million, and $1.2 million, respectively. This expense is included in “Equity-based compensation and allocations of net income tolimited partnership units and FPUs” in our consolidated statements of operations.

Employee Loans: We have entered into various agreements with certain employees and partners, whereby these individuals receive loans that may be either wholly or inpart repaid from distributions that the individuals receive on some or all of their limited partnership interests or may be forgiven over a period of time. Cash advance distributionloans are documented in formal agreements and are repayable in timeframes outlined in the underlying agreements. We intend for these advances to be repaid in full from thefuture distributions on existing and future awards granted. The distributions are treated as compensation expense when made and the proceeds are used to repay the loan. Theforgivable portion of any loans is recognized as compensation expense in our consolidated statements of operations over the life of the loan. We review the loan balances eachreporting period for collectability. If we determine that the collectability of a portion of the loan balances is not expected, we recognize a reserve against the loan balances.Actual collectability of loan balances may differ from our estimates.

As of December 31, 2019 and 2018, the aggregate balance of employee loans, net of reserve, was $315.6 million and $216.9 million, respectively, and is included as“Loans, forgivable loans and other receivables from employees and partners, net” in our consolidated statements of financial condition. Compensation expense for the above-mentioned employee loans for the years ended December 31, 2019, 2018 and 2017 was $35.7 million, $13.0 million and $26.9 million, respectively. The compensation expenserelated to these loans was included as part of “Compensation and employee benefits” in our consolidated statements of operations.

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Goodwill

Goodwill is the excess of the purchase price over the fair value of identifiable net assets acquired in a business combination. As prescribed in the U.S. GAAP guidance,Intangibles – Goodwill and Other, goodwill is not amortized, but instead is periodically tested for impairment. We review goodwill for impairment on an annual basis during thefourth quarter of each fiscal year or whenever an event occurs or circumstances change that could reduce the fair value of a reporting unit below its carrying amount.

When reviewing goodwill for impairment, we first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is lessthan its carrying amount, including goodwill. If the results of the qualitative assessment are not conclusive, or if we choose to bypass the qualitative assessment, we perform agoodwill impairment analysis using a two-step process as follows.

The first step involves comparing each reporting unit’s estimated fair value to its carrying value, including goodwill. To estimate the fair value of the reporting units, weuse a discounted cash flow model and data regarding market comparables. The valuation process requires significant judgment and involves the use of significant estimates andassumptions. These assumptions include cash flow projections, estimated cost of capital and the selection of peer companies and relevant multiples. Because assumptions andestimates are used in projecting future cash flows, choosing peer companies and selecting relevant multiples, actual results may differ from our estimates under differentassumptions or conditions. If the estimated fair value of a reporting unit exceeds its carrying value, goodwill is deemed not to be impaired. If the carrying value exceedsestimated fair value, there is an indication of potential impairment and the second step is performed to measure the amount of potential impairment.

The second step of the process involves the calculation of an implied fair value of goodwill for each reporting unit for which step one indicated a potential impairmentmay exist. The implied fair value of goodwill is determined by measuring the excess of the estimated fair value of the reporting unit, as calculated in step one, over the estimatedfair values of the individual assets, liabilities and identified intangibles. Events such as economic weakness, significant declines in operating results of reporting units, orsignificant changes to critical inputs of the goodwill impairment test (e.g., estimates of cash flows or cost of capital) could cause the estimated fair value of our reporting units todecline, which could result in an impairment of goodwill in the future.

Income Taxes

We account for income taxes using the asset and liability method as prescribed in the U.S. GAAP guidance, Income Taxes. Deferred tax assets and liabilities arerecognized for the future tax consequences attributable to basis differences between the consolidated financial statement carrying amounts of existing assets and liabilities andtheir respective tax basis. Certain of our entities are taxed as U.S. partnerships and are subject to UBT in the City of New York. Therefore, the tax liability or benefit related tothe partnership income or loss except for UBT rests with the partners (see Note 2—“Limited Partnership Interests in BGC Holdings and Newmark Holdings” for a discussion ofpartnership interests), rather than the partnership entity. As such, the partners’ tax liability or benefit is not reflected in our consolidated financial statements. The tax-relatedassets, liabilities, provisions or benefits included in our consolidated financial statements also reflect the results of the entities that are taxed as corporations, either in the U.S. orin foreign jurisdictions.

We provide for uncertain tax positions based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by taxauthorities. Management is required to determine whether a tax position is more likely than not to be sustained upon examination by tax authorities, including resolution of anyrelated appeals or litigation processes, based on the technical merits of the position. Because significant assumptions are used in determining whether a tax benefit is more likelythan not to be sustained upon examination by tax authorities, actual results may differ from our estimates under different assumptions or conditions. We recognize interest andpenalties related to income tax matters in “Provision for income taxes” in our consolidated statements of operations.

A valuation allowance is recorded against deferred tax assets if it is deemed more likely than not that those assets will not be realized. In assessing the need for avaluation allowance, we consider all available evidence, including past operating results, the existence of cumulative losses in the most recent fiscal years, estimates of futuretaxable income and the feasibility of tax planning strategies.

The measurement of current and deferred income tax assets and liabilities is based on provisions of enacted tax laws and involves uncertainties in the application of taxregulations in the U.S. and other tax jurisdictions. Because our interpretation of complex tax law may impact the measurement of current and deferred income taxes, actualresults may differ from these estimates under different assumptions regarding the application of tax law.

The Tax Act was enacted on December 22, 2017, which includes the global intangible low-taxed income, GILTI, provision. This provision requires inclusion in theCompany’s U.S. income tax return the earnings of certain foreign subsidiaries. The Company has elected to treat taxes associated with the GILTI provision using the PeriodCost Method and thus has not recorded deferred taxes for basis differences under this regime.

See Note 3—“Summary of Significant Accounting Policies” to our consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K foradditional information regarding these critical accounting policies and other significant accounting policies.

RECENT ACCOUNTING PRONOUNCEMENTS

See Note 1—“Organization and Basis of Presentation” to our consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K for informationregarding recent accounting pronouncements.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Credit Risk

Credit risk arises from potential non-performance by counterparties and customers. BGC Partners has established policies and procedures to manage its exposure tocredit risk. BGC Partners maintains a thorough credit approval process to limit exposure to counterparty risk and employs stringent monitoring to control the counterparty riskfrom its matched principal and agency businesses. BGC Partners’ account opening and counterparty approval process includes verification of key customer identification, anti-money laundering verification checks and a credit review of financial and operating data. The credit review process includes establishing an internal credit rating and any otherinformation deemed necessary to make an informed credit decision, which may include correspondence, due diligence calls and a visit to the entity’s premises, as necessary.

Credit approval is granted subject to certain trading limits and may be subject to additional conditions, such as the receipt of collateral or other credit support. Ongoingcredit monitoring procedures include reviewing periodic financial statements and publicly available information on the client and collecting data from credit rating agencies,where available, to assess the ongoing financial condition of the client.

In addition, BGC Partners incurs limited credit risk related to certain brokerage activities. The counterparty risk relates to the collectability of the outstanding brokeragefee receivables. The review process includes monitoring both the clients and the related brokerage receivables. The review includes an evaluation of the ongoing collectionprocess and an aging analysis of the brokerage receivables.

Principal Transaction Risk

Through its subsidiaries, BGC Partners executes matched principal transactions in which it acts as a “middleman” by serving as counterparty to both a buyer and a sellerin matching back-to-back trades. These transactions are then settled through a recognized settlement system or third-party clearing organization. Settlement typically occurswithin one to three business days after the trade date. Cash settlement of the transaction occurs upon receipt or delivery of the underlying instrument that was traded. BGCPartners generally avoids settlement of principal transactions on a free-of-payment basis or by physical delivery of the underlying instrument. However, free-of-paymenttransactions may occur on a very limited basis.

The number of matched principal trades BGC Partners executes has continued to grow as compared to prior years. Receivables from broker-dealers, clearingorganizations, customers and related broker-dealers and Payables to broker-dealers, clearing organizations, customers and related broker-dealers on the Company’s consolidatedstatements of financial condition primarily represent the simultaneous purchase and sale of the securities associated with those matched principal transactions that have notsettled as of their stated settlement dates. BGC Partners’ experience has been that substantially all of these transactions ultimately settle at the contracted amounts.

Market Risk

Market risk refers to the risk that a change in the level of one or more market prices, rates, indices or other factors will result in losses for a specified position. BGCPartners may allow certain of its desks to enter into unmatched principal transactions in the ordinary course of business and hold long and short inventory positions. Thesetransactions are primarily for the purpose of facilitating clients’ execution needs, adding liquidity to a market or attracting additional order flow. As a result, BGC Partners mayhave market risk exposure on these transactions. BGC Partners’ exposure varies based on the size of its overall positions, the risk characteristics of the instruments held and theamount of time the positions are held before they are disposed of. BGC Partners has limited ability to track its exposure to market risk and unmatched positions on an intra-daybasis; however, it attempts to mitigate its market risk on these positions by strict risk limits, extremely limited holding periods and hedging its exposure. These positions areintended to be held short term to facilitate customer transactions. However, due to a number of factors, including the nature of the position and access to the market on which ittrades, BGC Partners may not be able to unwind the position and it may be forced to hold the position for a longer period than anticipated. All positions held longer than intra-day are marked to market.

We also have investments in marketable equity securities, which are publicly-traded, and which had a fair value of $14.2 million as of December 31, 2019. Theseinclude shares of common stock of Nasdaq that we received in exchange for a portion of our electronic benchmark Treasury platform. Investments in marketable securities carrya degree of risk, as there can be no assurance that the marketable securities will not lose value and, in general, securities markets can be volatile and unpredictable. As a result ofthese different market risks, our holdings of marketable securities could be materially and adversely affected. We may seek to minimize the effect of price changes on a portionof our investments in marketable securities through the use of derivative contracts. However, there can be no assurance that our hedging activities will be adequate to protect usagainst price risks associated with our investments in marketable securities. See Note 10—“Marketable Securities” and Note 12—“Derivatives” to our consolidated financialstatements in Part II, Item 8 of this Annual Report on Form 10-K for further information regarding these investments and related hedging activities.

Our risk management procedures and strict limits are designed to monitor and limit the risk of unintended loss and have been effective in the past. However, there is noassurance that these procedures and limits will be effective at limiting unanticipated losses in the future. Adverse movements in the securities positions or a downturn ordisruption in the markets for these positions could result in a substantial loss. In addition, principal gains and losses resulting from these positions could on occasion have adisproportionate effect, positive or negative, on BGC Partners’ consolidated financial condition and results of operations for any particular reporting period.

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Operational Risk

Our businesses are highly dependent on our ability to process a large number of transactions across numerous and diverse markets in many currencies on a daily basis. Ifany of our data processing systems do not operate properly or are disabled or if there are other shortcomings or failures in our internal processes, people or systems, we couldsuffer impairment to our liquidity, financial loss, a disruption of our businesses, liability to clients, regulatory intervention or reputational damage. These systems may fail tooperate properly or become disabled as a result of events that are wholly or partially beyond our control, including cybersecurity incidents, a disruption of electrical orcommunications services or our inability to occupy one or more of our buildings. The inability of our systems to accommodate an increasing volume of transactions could alsoconstrain our ability to expand our businesses.

In addition, despite our contingency plans, our ability to conduct business may be adversely impacted by a disruption in the infrastructure that supports our businessesand the communities in which they are located. This may include a disruption involving electrical, communications, transportation or other services used by us or third partieswith whom we conduct business.

Further, our operations rely on the secure processing, storage and transmission of confidential and other information on our computer systems and networks. Althoughwe take protective measures such as software programs, firewalls and similar technology to maintain the confidentiality, integrity and availability of our and our clients’information, the nature of the threats continue to evolve. As a result, our computer systems, software and networks may be vulnerable to unauthorized access, loss or destructionof data (including confidential client information), account takeovers, unavailability or disruption of service, computer viruses, acts of vandalism, or other malicious code,cyber-attacks and other events that could have an adverse security impact. There have also been an increasing number of malicious cyber incidents in recent years in variousindustries, including ours. Any such cyber incidents involving our computer systems and networks, or those of third parties important to our businesses, could present risks toour operations.

Foreign Currency Risk

BGC Partners is exposed to risks associated with changes in foreign exchange rates. Changes in foreign exchange rates create volatility in the U.S. Dollar equivalent ofthe Company’s revenues and expenses. In addition, changes in the remeasurement of BGC Partners’ foreign currency denominated financial assets and liabilities are recorded aspart of its results of operations and fluctuate with changes in foreign currency rates. BGC monitors the net exposure in foreign currencies on a daily basis and hedges itsexposure as deemed appropriate with highly rated major financial institutions.

The majority of the Company’s foreign currency exposure is related to the U.S. Dollar versus the British Pound and the Euro. While our international results ofoperations, as measured in U.S. Dollars, are subject to foreign exchange fluctuations, we do not consider the related risk to be material to our results of operations. For thefinancial assets and liabilities denominated in the British Pound and Euro, including foreign currency hedge positions related to these currencies, we evaluated the effects of a10% shift in exchange rates between those currencies and the U.S. Dollar, holding all other assumptions constant. The analysis identified the worst case scenario as the U.S.Dollar weakening against the Euro and strengthening against the British Pound. If as of December 31, 2019, the U.S. Dollar had weakened against the Euro and strengthenedagainst the British Pound by 10%, the currency movements would have had an aggregate negative impact on our net income of approximately $0.8 million.

Interest Rate Risk

BGC Partners had $1,073.7 million in fixed-rate debt outstanding as of December 31, 2019. These debt obligations are not currently subject to fluctuations in interestrates, although in the event of refinancing or issuance of new debt, such debt could be subject to changes in interest rates. In addition, as of December 31, 2019, BGC Partnershad $68.9 million of net borrowings outstanding under its Revolving Credit Agreement. The interest rate on these borrowings is based on LIBOR.

Disaster Recovery

Our processes address disaster recovery concerns. We operate most of our technology from US and UK primary data centers. Either site alone is typically capable ofrunning all of our essential systems. Replicated instances of this technology are maintained in our redundant data centers. Our data centers are generally built and equipped tobest-practice standards of physical security with appropriate environmental monitoring and safeguards. Failover for the majority of our systems is automated.

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ITEM 8. FINANCIAL STATEMENTS

BGC Partners, Inc. and Subsidiaries Consolidated Financial Statements for the years ended December 31, 2019, 2018 and 2017

Reports of Independent Registered Public Accounting Firm and Independent Auditor 117

Consolidated Financial Statements—

Consolidated Statements of Financial Condition 120

Consolidated Statements of Operations 121

Consolidated Statements of Comprehensive Income (Loss) 122

Consolidated Statements of Cash Flows 123

Consolidated Statements of Changes in Equity 125

Notes to Consolidated Financial Statements 128

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Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of BGC Partners, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated statements of financial condition of BGC Partners, Inc. (the “Company”) as of December 31, 2019 and 2018, the relatedconsolidated statements of operations, comprehensive income (loss), cash flows and changes in equity for each of the three years in the period ended December 31, 2019, andthe related notes and the financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). In our opinion, theconsolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2019 and 2018, and the results of its operationsand its cash flows for each of the three years in the period ended December 31, 2019, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control overfinancial reporting as of December 31, 2019, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of theTreadway Commission (2013 framework), as applicable and our report dated February 28, 2020 expressed an unqualified opinion thereon. Basis for Opinion These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s consolidatedfinancial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company inaccordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance aboutwhether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks ofmaterial misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures includedexamining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accountingprinciples used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our auditsprovide a reasonable basis for our opinion. Critical Audit MatterThe critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to becommunicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as awhole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which itrelates.

Contingent Consideration

Description of the Matter As described in Note 4 to the financial statements, the Company completed various acquisitions and the fair value of the remainingcontingent consideration liability as of December 31, 2019 is $42.5 million. As described in Note 13 to the financial statements, thevaluation technique used by the Company to estimate the fair value of the contingent consideration is derived from significant unobservableinputs used by the Company to determine the fair value of the contingent consideration based on the probability of meeting earnout andcontingencies. Auditing the fair value of the Company's contingent consideration liability required significant judgement due to the sensitivity of the fairvalue estimate to the significant assumptions about the probability of meeting earnout targets and contingencies used to estimate the presentvalue of the expected payments. These significant assumptions are forward looking and could be affected by future economic and marketconditions.

117

How We Addressed the Matter inOur Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s accounting forcontingent consideration, including controls over the estimation process supporting the recognition and valuation of the contingentconsideration and the valuation models used and the underlying assumptions used to develop the fair value estimates. To test the fair value of the Company’s contingent consideration liability, our audit procedures included, among others, evaluating themethods used by management in developing the fair value estimates of the contingent consideration liability by reading the respectivepurchase agreements describing the earnouttargets and contingencies, evaluating management’s assessment of the probability of contingent consideration payments based on thoseearnout targets and contingencies and validating the completeness and accuracy of the contingent liabilities by agreeing these amounts fromacquisition agreements. For example, we evaluated management’s assessment of the probability of achieving the earnout targets orresolving the contingencies by comparing the significant assumptions to historical earnings and other market factors.

/s/ Ernst & Young LLP We have served as the Company’s auditor since 2008. New York, New YorkFebruary 28, 2020

118

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of BGC Partners, Inc. Opinion on Internal Control over Financial Reporting We have audited BGC Partners, Inc.’s internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control Integrated Framework issued by theCommittee of Sponsoring Organizations of the Treadway Commission (2013 framework), (the “COSO criteria”). In our opinion, BGC Partners, Inc. (the “Company”) maintained, in allmaterial respects, effective internal control over financial reporting as of December 31, 2019, based on the COSO criteria. As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal controlover financial reporting did not include the internal controls of Ginga Petroleum (Singapore) Pte Ltd. and Tokio Marine Kiln Europe SA, which is included in the 2019 consolidated financialstatements of the Company and constituted 0.3% and 0.6% of total and net assets, respectively, as of December 31, 2019 and 0.8% of total revenues for the year then ended. Our audit ofinternal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Ginga Petroleum (Singapore) Pte Ltd. and TokioMarine Kiln Europe SA. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial condition ofBGC Partners, Inc. as of December 31, 2019 and 2018, and the related consolidated statements of operations, comprehensive income (loss), cash flows and changes in equity for each of thethree years in the period ended December 31, 2019, and the related notes and the financial statement schedule listed in the Index at Item 15(a)(2) and our report dated February 28, 2020expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financialreporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control overfinancial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effectiveinternal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides areasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurancethat transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of thecompany are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detectionof unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods aresubject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP New York, New YorkFebruary 28, 2020

119

BGC PARTNERS, INC.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION(in thousands, except per share data)

December 31, 2019 December 31, 2018

Assets Cash and cash equivalents $ 415,379 $ 336,535 Cash segregated under regulatory requirements 220,735 80,243 Securities owned 57,525 58,408 Marketable securities 14,228 32,064 Receivables from broker-dealers, clearing organizations, customers and related broker-dealers 551,445 941,866 Accrued commissions and other receivables, net 778,415 516,091 Loans, forgivable loans and other receivables from employees and partners, net 315,590 216,868 Fixed assets, net 204,841 157,169 Investments 40,349 35,403 Goodwill 553,745 504,646 Other intangible assets, net 303,224 298,779 Receivables from related parties 14,273 7,748 Other assets 446,371 246,937

Total assets $ 3,916,120 $ 3,432,757 Liabilities, Redeemable Partnership Interest, and Equity Short-term borrowings $ 4,962 $ 5,162 Repurchase agreements — 986 Securities loaned 13,902 15,140 Accrued compensation 215,085 195,234 Payables to broker-dealers, clearing organizations, customers and related broker-dealers 416,566 769,833 Payables to related parties 72,497 40,155 Accounts payable, accrued and other liabilities 1,283,046 754,819 Notes payable and other borrowings 1,142,687 763,548

Total liabilities 3,148,745 2,544,877 Commitments, contingencies and guarantees (Note 20) Redeemable partnership interest 23,638 24,706 Equity

Stockholders’ equity: Class A common stock, par value $0.01 per share; 750,000 shares authorized; 358,440 and 341,745 shares issued at December 31, 2019 and December 31, 2018, respectively; and 307,915 and 291,475 shares outstanding at December 31, 2019 and December 31, 2018, respectively 3,584 3,417 Class B common stock, par value $0.01 per share; 150,000 shares authorized; 45,884 shares issued and outstanding at December 31, 2019 and December 31, 2018, convertible into Class A common stock 459 459 Additional paid-in capital 2,271,947 2,208,221 Treasury stock, at cost: 50,525 and 50,270 shares of Class A common stock at December 31, 2019 and December 31, 2018, respectively (315,308) (314,240)Retained deficit (1,241,754) (1,105,019)Accumulated other comprehensive income (loss) (33,102) (24,465)

Total stockholders’ equity 685,826 768,373 Noncontrolling interest in subsidiaries 57,911 94,801

Total equity 743,737 863,174 Total liabilities, redeemable partnership interest, and equity $ 3,916,120 $ 3,432,757

The accompanying Notes to the Consolidated Financial Statements are an integral part of these financial statements.

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BGC PARTNERS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS(in thousands, except per share data)

Year Ended December 31, 2019 2018 2017

Revenues: Commissions $ 1,645,818 $ 1,511,522 $ 1,334,383 Principal transactions 321,923 313,053 317,856 Fees from related parties 29,442 24,076 27,094 Data, software and post-trade 73,166 65,185 54,557 Interest income 18,319 14,404 14,557 Other revenues 15,563 9,570 2,504

Total revenues 2,104,231 1,937,810 1,750,951 Expenses:

Compensation and employee benefits 1,127,911 1,001,623 950,477 Equity-based compensation and allocations of net income to limited partnership units and FPUs 165,612 205,070 233,241

Total compensation and employee benefits 1,293,523 1,206,693 1,183,718 Occupancy and equipment 184,807 149,594 142,884 Fees to related parties 19,365 20,163 15,820 Professional and consulting fees 92,167 84,103 63,369 Communications 119,982 118,014 119,379 Selling and promotion 81,645 69,338 62,463 Commissions and floor brokerage 63,617 61,891 43,130 Interest expense 59,077 41,733 76,958 Other expenses 107,423 64,309 70,145

Total expenses 2,021,606 1,815,838 1,777,866 Other income (losses), net:

Gain (loss) on divestiture and sale of investments 18,421 — 561 Gains (losses) on equity method investments 4,115 7,377 4,627 Other income (loss) 32,953 50,468 25,863

Total other income (losses), net 55,489 57,845 31,051 Income (loss) from operations before income taxes 138,114 179,817 4,136 Provision (benefit) for income taxes 53,171 76,120 92,772 Consolidated net income (loss) from continuing operations $ 84,943 $ 103,697 $ (88,636 )Consolidated net income (loss) from discontinued operations, net of tax — 176,169 170,365 Consolidated net income (loss) $ 84,943 $ 279,866 $ 81,729 Less: Net income (loss) from continuing operations attributable to noncontrolling interest in subsidiaries 29,236 29,993 36,167 Less: Net income (loss) from discontinued operations attributable to noncontrolling interest in subsidiaries — 52,353 (5,913 )Net income (loss) available to common stockholders $ 55,707 $ 197,520 $ 51,475

Per share data: Basic earnings (loss) per share from continuing operations

Net income (loss) from continuing operations available to common stockholders $ 55,707 $ 73,704 $ (124,803 )Basic earnings (loss) per share from continuing operations $ 0.16 $ 0.23 $ (0.43 )Basic weighted-average shares of common stock outstanding 344,332 322,141 287,378

Fully diluted earnings (loss) per share from continuing operations Net income (loss) from continuing operations for fully diluted shares $ 83,531 $ 73,704 $ (124,803 )Fully diluted earnings (loss) per share from continuing operations $ 0.16 $ 0.23 $ (0.43 )Fully diluted weighted-average shares of common stock outstanding 524,550 323,844 287,378

The accompanying Notes to the Consolidated Financial Statements are an integral part of these financial statements.

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BGC PARTNERS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)(in thousands)

Year Ended December 31, 2019 2018 2017

Consolidated net income (loss) $ 84,943 $ 279,866 $ 81,729 Other comprehensive income (loss), net of tax:

Foreign currency translation adjustments (86) (13,543) 15,779 Available-for-sale securities — — (927)Benefit plans (12,928) — —

Total other comprehensive income (loss), net of tax (13,014) (13,543) 14,852 Comprehensive income (loss) 71,929 266,323 96,581

Less: Comprehensive income (loss) from continuing operations attributable to noncontrolling interest in subsidiaries, net of tax 24,859 28,136 38,306 Less: Comprehensive income (loss) from discontinued operations attributable to noncontrolling interest in subsidiaries, net of tax — 52,353 (5,913)

Less: Comprehensive income (loss) attributable to noncontrolling interest in subsidiaries, net of tax 24,859 80,489 32,393 Comprehensive income (loss) attributable to common stockholders $ 47,070 $ 185,834 $ 64,188

The accompanying Notes to the Consolidated Financial Statements are an integral part of these financial statements.

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BGC PARTNERS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS(in thousands)

Year Ended December 31, 2019 2018 2017

CASH FLOWS FROM OPERATING ACTIVITIES: Consolidated net income (loss) $ 84,943 $ 279,866 $ 81,729 Less: Consolidated net income from discontinued operations, net of tax — (176,169) (170,365)

Adjustments to reconcile consolidated net income (loss) to net cash provided by (used in) operating activities: Fixed asset depreciation and intangible asset amortization 79,466 71,495 65,444 Employee loan amortization and reserves on employee loans 35,650 13,015 26,930 Equity-based compensation and allocations of net income to limited partnership units and FPUs 165,612 205,070 233,241 Deferred compensation expense 5,879 5,879 7,986 Losses (gains) on equity method investments (4,115) (7,377) (4,627)Realized losses (gains) on marketable securities (3,528) (11,831) (60)Unrealized losses (gains) on marketable securities (3,204) 2,316 (23,936)Loss (gains) on other investments (22,785) (38,491) — Amortization of discount (premium) on notes payable 3,223 (1,081) 843 Impairment of fixed assets, intangible assets and investments 4,466 2,807 5,074 Deferred tax provision (benefit) (1,803) (22,635) 19,858 Change in estimated acquisition earn-out payables 5,622 2,885 5,003 Forfeitures of Class A common stock (139) (1,458) (1,153)Other (5,682) — (557)

Consolidated net income (loss) adjusted for non-cash and non-operating items 343,605 324,291 245,410 Decrease (increase) in operating assets:

Reverse repurchase agreements — 986 54,659 Securities owned 883 (25,401) 2,350 Receivables from broker-dealers, clearing organizations, customers and related broker-dealers 389,058 (206,051) (239,230)Accrued commissions receivable, net (12,418) (108,851) (35,617)Loans, forgivable loans and other receivables from employees and partners, net (119,469) (104,266) (64,846)Receivables from related parties (4,215) 37,506 128,192 Other assets 3,784 (30,924) 2,189

Increase (decrease) in operating liabilities: Repurchase agreements (986) — — Securities loaned (1,238) (129,580) 144,720 Accrued compensation (4,131) (52,953) (92,027)Payables to broker-dealers, clearing organizations, customers and related broker-dealers (353,313) 165,517 225,763 Payables to related parties 32,342 (833) 10,513 Accounts payable, accrued and other liabilities (34,840) 63,214 10,684

Net cash provided by (used in) operating activities $ 239,062 $ (67,345) $ 392,760 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of fixed assets $ (46,665) $ (24,528) $ (25,039)Capitalization of software development costs (48,846) (49,813) (33,226)Purchase of equity method investments (1,715) (925) (106,824)Proceeds from equity method investments 3,737 7,046 243 Payments for acquisitions, net of cash acquired 28,261 (50,562) 13,697 Proceeds from sale of marketable securities 24,626 128,018 38,256 Capitalization of trademarks, patent defense and registration costs — — 329

Net cash provided by (used in) investing activities $ (40,602) $ 9,236 $ (112,564)

The accompanying Notes to the Consolidated Financial Statements are an integral part of these financial statements.

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BGC PARTNERS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS—(Continued)(in thousands)

Year Ended December 31, 2019 2018 2017

CASH FLOWS FROM FINANCING ACTIVITIES: Repayments of long-term debt and collateralized borrowings $ (332,378) $ (449,598) $ (10,629)Issuance of long-term debt and collateralized borrowings, net of deferred issuance costs 709,849 639,196 1,001,508 Earnings distributions to limited partnership interests and other noncontrolling interests (113,673) (163,935) (126,243)Redemption and repurchase of limited partnership interests (43,270) (51,943) (45,593)Dividends to stockholders (192,442) (231,446) (200,116)Repurchase of Class A common stock (1,236) (10,439) (16,773)Cancellation of restricted stock units in satisfaction of withholding tax requirements (458) (647) (865)Proceeds from issuance of Class A common stock, net of costs — 327,624 26,606 Acquisition of Berkeley Point — — (871,816)Proceeds from exercise of stock options — — 72 Proceeds from short-term borrowings — — 6,046 Payments on acquisition earn-outs (8,146) (7,924) —

Net cash provided by (used in) financing activities $ 18,246 $ 50,888 $ (237,803)Net cash provided by (used in) operating activities from discontinued operations — (748,231) 895,853 Net cash provided by (used in) investing activities from discontinued operations — 18,347 (41,027)Net cash provided by (used in) financing activities from discontinued operations — 367,931 (697,275)Effect of exchange rate changes on Cash and cash equivalents, Restricted cash and Cash segregated under regulatory requirements 2,630 (10,838) 3,411

Net increase (decrease) in Cash and cash equivalents, and Cash segregated under regulatory requirements 219,336 (380,012) 203,355 Cash and cash equivalents, and Cash segregated under regulatory requirements at beginning of period 416,778 796,790 593,435 Cash and cash equivalents, and Cash segregated under regulatory requirements at end of period $ 636,114 $ 416,778 $ 796,790 Supplemental cash information: Cash paid during the period for taxes $ 47,997 $ 66,540 $ 78,300 Cash paid during the period for interest 51,776 41,951 75,305 Supplemental non-cash information:

Issuance of Class A common stock upon exchange of limited partnership interests $ 26,146 $ 143,232 $ 106,698 Issuance of Class A and contingent Class A common stock and limited partnership interests for acquisitions 3,040 21,899 14,232 Value of shares received for Nasdaq earn-out — — 76,969 Right-of-use assets and liabilities 169,065 — —

The accompanying Notes to the Consolidated Financial Statements are an integral part of these financial statements.

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BGC PARTNERS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITYFor the Year Ended December 31, 2017

(in thousands, except share amounts)

BGC Partners, Inc. Stockholders

Class ACommon

Stock

Class BCommon

Stock

AdditionalPaid-inCapital

ContingentClass A

CommonStock

TreasuryStock

RetainedDeficit

AccumulatedOther

ComprehensiveIncome (Loss)

NoncontrollingInterest in

Subsidiaries Total Balance, January 1, 2017 $ 2,925 $ 348 $ 1,662,615 $ 42,472 $ (288,743) $ (212,858) $ (23,199) $ 449,980 $ 1,633,540 Consolidated net income (loss) — — — — — 51,475 — 30,254 81,729 Other comprehensive gain, net of tax — — — — — — 12,713 2,139 14,852 Equity-based compensation, 570,944 shares 6 — 1,370 — — — — 761 2,137 Dividends to common stockholders — — — — — (200,116) — — (200,116)Earnings distributions to limited partnershipinterests and other noncontrolling interests — — — — — — — (118,795) (118,795)Grant of exchangeability and redemption oflimited partnership interests, issuance of 9,179,295shares 92 — 125,502 — — — — 77,605 203,199 Issuance of Class A common stock (net ofcosts), 1,994,670 shares 20 — 45,101 — — — — 12,600 57,721 Redemption of FPUs, 729,802 units — — — — — — — (6,665) (6,665)Repurchase of Class A common stock,1,386,769 shares — — — — (13,164) — — (3,609) (16,773)Forfeitures of restricted Class A commonstock, 183,246 shares — — 1,063 — (1,966) — — (250) (1,153)Cantor purchase of Cantor units from BGCHoldings upon redemption of Founding/WorkingPartners Units, 1,179,788 units — — — — — — — 3,920 3,920 Issuance of Class A common stock foracquisitions, 1,923,854 shares 20 — 8,037 (5,961) — — — 566 2,662 Issuance of contingent shares and limitedpartnership interests in connection with acquisitions — — 5,121 3,961 — — — 2,488 11,570 Acquisition related distribution fromBerkeley Point to CCRE — — — — — (56,483) — (32,666) (89,149)Acquisition of Berkeley Point — — (87,434) — — (441,386) — (237,586) (766,406)Newmark noncontrolling interest — — — — — — — 305,420 305,420 Purchase of Newmark noncontrollinginterest — — (175) — — — — (140) (315)Noncontrolling interest in Commercial RealEstate Consulting Firm — — — — — — — 18,056 18,056 Other — — 2,171 — — 359 — 1,777 4,307 Balance, December 31, 2017 $ 3,063 $ 348 $ 1,763,371 $ 40,472 $ (303,873) $ (859,009) $ (10,486) $ 505,855 $ 1,139,741

The accompanying Notes to the Consolidated Financial Statements are an integral part of these financial statements.

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BGC PARTNERS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITYFor the Year Ended December 31, 2018

(in thousands, except share amounts)

BGC Partners, Inc. Stockholders

Class ACommon

Stock

Class BCommon

Stock

AdditionalPaid-inCapital

ContingentClass A

CommonStock

TreasuryStock

RetainedDeficit

AccumulatedOther

ComprehensiveIncome (Loss)

NoncontrollingInterest in

Subsidiaries Total Balance, January 1, 2018 $ 3,063 $ 348 $ 1,763,371 $ 40,472 $ (303,873) $ (859,009) $ (10,486) $ 505,855 $ 1,139,741 Consolidated net income (loss) — — — — — 197,520 — 82,346 279,866 Other comprehensive gain, net of tax — — — — — — (11,686) (1,857) (13,543)Equity-based compensation, 527,951 shares 5 — 4,242 — — — — 3,219 7,466 Dividends to common stockholders — — — — — (231,446) — (6,300) (237,746)Earnings distributions to limited partnershipinterests and other noncontrolling interests — — — — — — — (201,484) (201,484)Grant of exchangeability and redemption oflimited partnership interests, issuance of 18,287,721shares 183 — 163,706 — — — — 82,077 245,966 Issuance of Class A common stock (net ofcosts), 26,003,424 shares 260 — 245,338 — — — — 67,244 312,842 Exchange Class A to Class B common stock,11,036,273 shares (111) 111 — — — — — — — Redemption of FPUs, 108,967 units — — — — — — — (925) (925)Repurchase of Class A common stock,788,788 shares — — — — (8,185) — — (2,254) (10,439)Forfeitures of restricted Class A commonstock, 231,602 shares — — 1,031 — (2,182) — — (306) (1,457)Contributions of capital to and from Cantor for equity-based compensation — — (15,921) — — (3,932) — (10,321) (30,174)Issuance of Class A common stock foracquisitions, 1,743,963 shares 17 — 46,454 (40,472) — — — 1,649 7,648 Issuance of contingent shares and limitedpartnership interests in connection with acquisitions — — — — — — — 14,251 14,251 Purchase of Newmark noncontrolling interest — — — — — — — (54) (54)Newmark noncontrolling interest — — — — — — — 2,053 2,053 Cumulative effect of revenue standardadoption — — — — — 16,387 — 2,303 18,690 Cumulative effect of adoption of standard onequity investments — — — — — 1,671 (2,293) 622 — Issuance of EPUs — — — — — — — 320,786 320,786 Spin-Off of Newmark — — — — — (226,210) — (764,103) (990,313)Balance, December 31, 2018 $ 3,417 $ 459 $ 2,208,221 $ — $ (314,240) $ (1,105,019) $ (24,465) $ 94,801 $ 863,174

The accompanying Notes to the Consolidated Financial Statements are an integral part of these financial statements.

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BGC PARTNERS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITYFor the Year Ended December 31, 2019

(in thousands, except share amounts)

BGC Partners, Inc. Stockholders

Class ACommon

Stock

Class BCommon

Stock

AdditionalPaid-inCapital

TreasuryStock

RetainedDeficit

AccumulatedOther

ComprehensiveIncome (Loss)

NoncontrollingInterest in

Subsidiaries Total Balance, January 1, 2019 $ 3,417 $ 459 $ 2,208,221 $ (314,240) $ (1,105,019) $ (24,465) $ 94,801 $ 863,174 Consolidated net income (loss) — — — — 55,707 — 29,236 84,943 Other comprehensive gain, net of tax — — — — — (8,637) (4,377) (13,014)Equity-based compensation, 434,694 shares 4 — 7,066 — — — 3,419 10,489 Dividends to common stockholders — — — — (192,442) — — (192,442)Earnings distributions to limited partnership interestsand other noncontrolling interests — — — — — — (89,616) (89,616)Grant of exchangeability and redemption of limited partnership interests, issuance of 15,008,431 shares 150 — 51,531 — — — 27,463 79,144 Issuance of Class A common stock (net of costs), 212,711 shares 2 — 879 — — — 235 1,116 Redemption of FPUs, 56,878 units — — — — — — (256) (256)Repurchase of Class A common stock, 233,172 shares — — — (970) — — (266) (1,236)Forfeiture of Class A common stock, 22,046 shares — — (12) (98) — — (29) (139)Contributions of capital to and from Cantor for equity-based compensation — — (382) — — — 246 (136)Issuance of Class A common stock and RSUs for acquisitions, 1,039,452 shares 11 — 4,471 — — — (1,442) 3,040 Other — — 173 — — — (1,503) (1,330)Balance, December 31, 2019 $ 3,584 $ 459 $ 2,271,947 $ (315,308) $ (1,241,754) $ (33,102) $ 57,911 $ 743,737 For the Year Ended December 31, 2019 2018 2017 Dividends declared per share of common stock $ 0.56 $ 0.72 $ 0.70 Dividends declared and paid per share of common stock $ 0.56 $ 0.72 $ 0.70

The accompanying Notes to the Consolidated Financial Statements are an integral part of these financial statements.

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BGC PARTNERS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Basis of Presentation

Business Overview

BGC Partners, Inc. is a leading global brokerage and financial technology company servicing the global financial markets. Through the Company’s financial servicebrands, including BGC, GFI, Sunrise Brokers, Besso, Ed Broking, Poten & Partners and RP Martin, among others, the Company specializes in the brokerage of a broad range ofproducts, including fixed income (rates and credit), foreign exchange, equities, energy and commodities, insurance, and futures. It also provides a wide variety of services,including trade execution, brokerage, clearing, trade compression, post-trade, information, and other back-office services to a broad assortment of financial and non-financialinstitutions. BGC Partners’ integrated platform is designed to provide flexibility to customers with regards to price discovery, execution and processing of transactions, andenables them to use Voice, Hybrid, or in many markets, Fully Electronic brokerage services in connection with transactions executed either OTC or through an exchange.Through the Company’s electronic brands, including Fenics, BGC Trader, CreditMatch, Fenics Market Data, BGC Market Data, kACE2, EMBonds, Capitalab, Swaptioniser,CBID and Lucera, BGC Partners offers Fully Electronic brokerage, financial technology solutions, market data, post-trade services and analytics related to financial instrumentsand markets.

The Company’s customers include many of the world’s largest banks, broker-dealers, investment banks, trading firms, hedge funds, governments, corporations, andinvestment firms. BGC Partners has dozens of offices globally in major markets including New York and London, as well as in Bahrain, Beijing, Bermuda, Bogotá, Brisbane,Buenos Aires, Chicago, Copenhagen, Dubai, Dublin, Frankfurt, Geneva, Hong Kong, Houston, Istanbul, Johannesburg, Madrid, Melbourne, Mexico City, Moscow, Nyon, Paris,Rio de Janeiro, Santiago, São Paulo, Seoul, Shanghai, Singapore, Sydney, Tel Aviv, Tokyo, and Toronto.

The Company previously offered real estate services through its publicly traded subsidiary, Newmark Group, Inc. (NASDAQ: NMRK). On November 30, 2018, BGCcompleted its previously announced pro-rata distribution to its stockholders of all of the shares of common stock of Newmark owned by BGC Partners as of immediately priorto the effective time of the Spin-Off, with shares of Newmark Class A common stock distributed to the holders of shares of BGC Class A common stock (including directors andexecutive officers of BGC Partners) of record as of the close of business on the Record Date and shares of Newmark Class B common stock distributed to the holders of sharesof BGC Partners Class B common stock (consisting of Cantor Fitzgerald, L.P. and CF Group Management, Inc.) of record as of the close of business on the Record Date. TheSpin-Off was effective as of 12:01 a.m., New York City time, on the Distribution Date.

Acquisition of Berkeley Point and Investment in Real Estate L.P.

On September 8, 2017, the Company and one of its operating partnerships, BGC Partners, L.P., closed on the Berkeley Point Acquisition pursuant to a transactionagreement, dated as of July 17, 2017, with Cantor and certain of Cantor’s affiliates, including CCRE and Cantor Commercial Real Estate Sponsor, L.P., the general partner ofCCRE.

Concurrently with the Berkeley Point Acquisition, on September 8, 2017, the Company invested $100.0 million in Real Estate L.P., which was accounted for under theequity method. Real Estate L.P. may conduct activities in any real estate related business or asset-backed securities-related business or any extensions thereof and ancillaryactivities thereto.

Separation and Distribution Agreement and Newmark IPO

The Separation and Distribution Agreement sets forth the agreements among BGC, Cantor, Newmark and their respective subsidiaries regarding, among other things:

• the Separation;

• the proportional distribution of interests in Newmark Holdings to holders of interests in BGC Holdings in the Separation;

• the Newmark IPO;

• the assumption and repayment of indebtedness by the BGC Group and the Newmark Group;

• the BGC Holdings Distribution; and

• the pro-rata distribution of the shares of Newmark Class A common stock and the shares of Newmark Class B common stock held by BGC, pursuant to whichshares of Newmark Class A common stock held by BGC would be distributed to the holders of shares of BGC Class A common stock and shares of NewmarkClass B common stock held by BGC would be distributed to the holders of shares of BGC Class B common stock (which were Cantor and another entitycontrolled by Howard W. Lutnick). The Spin-Off is intended to qualify as generally tax-free for U.S. federal income tax purposes.

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As part of the Separation described above, BGC contributed its interests in both Berkeley Point and Real Estate L.P. to Newmark.

On December 15, 2017, Newmark announced the pricing of the Newmark IPO of 20 million shares of Newmark Class A common stock at a price to the public of $14.00per share, which was completed on December 19, 2017. Newmark Class A shares began trading on December 15, 2017 on the NASDAQ Global Select Market. In addition,Newmark granted the underwriters of the Newmark IPO a 30-day option to purchase up to an additional 3 million shares of Newmark Class A common stock at the IPO price,less underwriting discounts and commissions. On December 26, 2017, the underwriters of the Newmark IPO exercised in full their overallotment option to purchase anadditional 3 million shares of Newmark Class A common stock from Newmark at the IPO price, less underwriting discounts and commission.

Assumption and Repayment of Indebtedness by Newmark Group

In connection with the Separation, on December 13, 2017, Newmark OpCo assumed all of BGC U.S. OpCo’s rights and obligations under the 2042 Promissory Note inrelation to the 8.125% Senior Notes and the 2019 Promissory Note in relation to the 5.375% Senior Notes. Newmark repaid the $112.5 million outstanding principal amountunder the 2042 Promissory Note on September 5, 2018, and repaid the $300.0 million outstanding principal amount under the 2019 Promissory Note on November 23, 2018. Inaddition, as part of the Separation, Newmark assumed the obligations of BGC as borrower under the Term Loan and Converted Term Loan. Newmark repaid the outstandingbalance of the Term Loan as of March 31, 2018, and repaid the outstanding balance of the Converted Term Loan on November 6, 2018. In addition, on March 19, 2018, theCompany borrowed $150.0 million under the BGC Credit Agreement from Cantor, and loaned Newmark $150.0 million under the Intercompany Credit Agreement on the sameday. All borrowings outstanding under the Intercompany Credit Agreement were repaid on November 7, 2018. See Note 18—“Notes Payable, Other and Short-TermBorrowings” for more information on the Company’s long-term debt.

Spin-Off of Newmark

As described above, on November 30, 2018 the Company completed the Spin-Off. Based on the number of shares of BGC common stock outstanding on the RecordDate, BGC’s stockholders as of the Record Date received 0.463895 of a share of Newmark Class A common stock for each share of BGC Class A common stock held as of theRecord Date, and 0.463895 of a share of Newmark Class B common stock for each share of BGC Class B common stock held as of the Record Date. No fractional shares ofNewmark common stock were distributed in the Spin-Off. Instead, BGC stockholders received cash in lieu of any fraction of a share of Newmark common stock that theyotherwise would have received in the Spin-Off.

In the aggregate, BGC Partners distributed 131,886,409 shares of Newmark Class A common stock and 21,285,537 shares of Newmark Class B common stock to BGC’sstockholders in the Spin-Off. These shares of Newmark common stock collectively represented approximately 94% of the total voting power of the outstanding Newmarkcommon stock and approximately 87% of the total economics of the outstanding Newmark common stock in each case as of the Distribution Date.

On November 30, 2018, BGC Partners also caused its subsidiary, BGC Holdings, to distribute pro-rata all of the 1,458,931 exchangeable LPUs of Newmark Holdingsheld by BGC Holdings immediately prior to the effective time of the BGC Holdings Distribution to its limited partners entitled to receive distributions on their BGC Holdingsunits who were holders as of the Record Date (including Cantor and executive officers of BGC). The Newmark Holdings units distributed to BGC Holdings partners in the BGCHoldings Distribution are exchangeable for shares of Newmark Class A common stock, and in the case of the 449,917 Newmark Holdings units received by Cantor also intoshares of Newmark Class B common stock, at the current Exchange Ratio of 0.9400 shares of Newmark common stock per Newmark Holdings unit (subject to adjustment).

Following the Spin-Off and the BGC Holdings Distribution, BGC ceased to be a controlling stockholder of Newmark, and BGC and its subsidiaries no longer held anyshares of Newmark common stock or other equity interests in Newmark or its subsidiaries. Therefore, the Company no longer consolidates Newmark with its financial resultssubsequent to the Spin-Off. Cantor continues to control Newmark and its subsidiaries following the Spin-Off and the BGC Holdings Distribution.

Basis of Presentation

The Company’s consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC and in conformity with U.S. GAAP. TheCompany’s consolidated financial statements include the Company’s accounts and all subsidiaries in which the Company has a controlling interest. Intercompany balances andtransactions have been eliminated in consolidation. Certain reclassifications have been made to previously reported amounts to conform to the current presentation.

As of March 31, 2018, the Company changed the line item formerly known as “Long-term debt and collateralized borrowings” to “Notes payable and other borrowings”in the Company’s consolidated statements of financial condition. During the year ended December 31, 2018, the Company changed the line item formerly known as“Allocations of net income and grant of exchangeability to limited partnership units and FPUs” to “Allocations of net income and grant of exchangeability to limited partnershipunits and FPUs and issuance of common stock” in the Company’s consolidated statements of operations.

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Effective with the three months ended March 31, 2019, the Company changed the line item formerly known as “Allocations of net income and grant of exchangeability

to limited partnership units and FPUs and issuance of common stock” to “Equity-based compensation and allocations of net income to limited partnership units and FPUs” inthe Company’s consolidated statements of operations and consolidated statements of cash flows. The change resulted in the reclassification of amortization charges related toequity-based awards such as REUs and RSUs from “Compensation and employee benefits” to “Equity-based compensation and allocations of net income to limited partnershipunits and FPUs”. This change in presentation had no impact on the Company’s “Total compensation and employee benefits” nor “Total expenses”.

“Equity-based compensation and allocations of net income to limited partnership units and FPUs” reflect the following items related to cash and equity-basedcompensation:

• Charges with respect to the grant of shares of common stock or LPUs with capital accounts, such as HDUs, including in connection with the redemption of non-exchangeable LPUs, including PSUs, as well as the cash paid in the settlement of the related Preferred Units to pay withholding taxes owed by the unit holderupon such grant.

• Charges with respect to the grant of exchangeability, such as the right of holders of LPUs with no capital accounts, such as PSUs, to exchange the units intoshares of common stock, or into partnership units with capital accounts, such as HDUs, as well as the cash paid in the settlement of the related Preferred Units topay the withholding taxes owed by the unit holder upon such exchange.

• Charges related to the amortization of RSUs and LPUs, including REUs.

• Allocations of net income to LPUs and FPUs, including the Preferred Distribution.

The consolidated financial statements contain all normal and recurring adjustments that, in the opinion of management, are necessary for a fair presentation of theconsolidated statements of financial condition, the consolidated statements of operations, the consolidated statements of comprehensive income (loss), the consolidatedstatements of cash flows and the consolidated statements of changes in equity of the Company for the periods presented.

Discontinued Operations

As described earlier, on November 30, 2018, the Company completed the Spin-Off, and distributed to its stockholders all of the shares of Newmark Class A commonstock and Newmark Class B common stock that the Company then owned in a manner that is intended to qualify as generally tax-free for U.S. federal income tax purposes. Theshares of Newmark Class A common stock held by the Company were distributed to the holders of shares of BGC Class A common stock, and the shares of Newmark Class Bcommon stock held by the Company were distributed to the holders of shares of BGC Class B common stock. Therefore, the Company no longer consolidates Newmark withinits financial results subsequent to the Spin-Off.

The Company has determined that the Spin-Off met the criteria for reporting the financial results of Newmark as discontinued operations within BGC’s consolidatedresults for all periods through the Distribution Date. Newmark’s results are presented in “Consolidated net income (loss) from discontinued operations, net of tax” and therelated noncontrolling interest in Newmark and its subsidiaries is presented in “Net income (loss) from discontinued operations attributable to noncontrolling interest insubsidiaries” in the Company’s consolidated statements of operations for the years ended December 31, 2018 and 2017. Unless otherwise noted, discussion within these Notesto the Consolidated Financial Statements relates to the Company’s continuing operations. See Note 27—“Discontinued Operations” for more information.

Additionally, the consolidated statements of comprehensive income (loss) and consolidated statements of cash flows have been adjusted to reflect Newmark asdiscontinued operations for all periods through the Distribution Date.

Prior to the Spin-Off, the Company’s operations consisted of two reporting segments, Financial Services and Real Estate Services. As a result of the Spin-Off, theCompany operates its businesses in one reportable segment.

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Recently Adopted Accounting Pronouncements

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which relates to how an entity recognizes the revenue it expects to beentitled to for the transfer of promised goods and services to customers. The ASU replaced certain previously existing revenue recognition guidance. The FASB hassubsequently issued several additional amendments to the standard, including ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus AgentConsiderations (Reporting Revenue Gross versus Net), which clarifies the guidance on principal versus agent analysis based on the notion of control and affects recognition ofrevenue on a gross or net basis. The Company adopted the new revenue recognition guidance on its required effective date of January 1, 2018 using the modified retrospectivetransition approach applied to contracts that were not completed as of the adoption date. Accordingly, the new revenue standard is applied prospectively in the Company’sfinancial statements from January 1, 2018 onward and reported financial information for historical comparable periods is not revised and continues to be reported under theaccounting standards in effect during those historical periods. The new revenue recognition guidance does not apply to revenues associated with financial instruments, includingloans and securities that are accounted for under other U.S. GAAP, and as a result, it did not have a material impact on the elements of the Company’s consolidated statementsof operations most closely associated with financial instruments such as revenues from Principal transactions. As a result, the adoption of the new revenue recognition guidanceas of January 1, 2018 did not have a material impact on the Company’s consolidated financial statements. Further, the adoption of the new guidance on principal versus agentconsiderations impacted the Company’s presentation of revenues versus expenses incurred on behalf of customers for certain commissions contracts. The Company concludedthat it controls the services provided by a third party on behalf of the customers and, therefore, acts as a principal under those contracts. Accordingly, upon adoption on January1, 2018 and going forward, for these commission-related contracts the Company began to present expenses incurred on behalf of its customers along with a correspondingreimbursement revenue on a gross basis in its consolidated statements of operations, with no impact to Net income (loss) available to common stockholders. See Note 24—“Revenue from Contracts with Customers” for additional information.

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets andFinancial Liabilities. This ASU requires entities to measure equity investments that do not result in consolidation and are not accounted for under the equity method at fair valueand recognize any changes in fair value in net income (loss) unless the investments qualify for the new measurement alternative. The guidance also requires entities to recordchanges in instrument-specific credit risk for financial liabilities measured under the fair value option in other comprehensive income (loss). In February 2018, the FASB issuedASU No. 2018-03, Technical Corrections and Improvements to Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets andFinancial Liabilities, to clarify transition and subsequent accounting for equity investments without a readily determinable fair value, among other aspects of the guidanceissued in ASU 2016-01. The amendments in ASU 2018-03 were effective for fiscal years beginning January 1, 2018 and interim periods beginning July 1, 2018. Theamendments and technical corrections provided in ASU 2018-03 could be adopted concurrently with ASU 2016-01, which was effective for the Company on January 1, 2018.The Company adopted both ASUs on January 1, 2018 using the modified retrospective approach for equity securities with a readily determinable fair value and the prospectivemethod for equity investments without a readily determinable fair value. As a result, upon transition the Company recognized a cumulative-effect adjustment as a decrease toboth Retained deficit and Accumulated other comprehensive income (loss) and an increase in Noncontrolling interest in subsidiaries of approximately $2.1 million, $2.9 million,and $0.8 million, respectively, on a pre-tax basis. The tax effect of the impact of the adoption was an increase to both Retained deficit and Accumulated other comprehensiveincome (loss) and a decrease in Noncontrolling interest in subsidiaries of approximately $0.4 million, $0.6 million, and $0.2 million, respectively.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230)—Classification of Certain Cash Receipts and Cash Payments, which makeschanges to how cash receipts and cash payments are presented and classified in the statement of cash flows. The new standard became effective for the Company beginningJanuary 1, 2018 and required adoption on a retrospective basis. The adoption of this guidance did not have a material impact on the Company’s consolidated statements of cashflows.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230)—Restricted Cash, which requires that the statement of cash flows presentthe change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. The new standard becameeffective for the Company beginning January 1, 2018 and required adoption on a retrospective basis. The adoption of this guidance did not have a material impact on theCompany’s consolidated statements of cash flows.

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which clarifies the definition of abusiness with the objective of providing additional guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) ofassets or businesses. The standard became effective for the Company beginning January 1, 2018 and is applied on a prospective basis. The adoption of this guidance did nothave a material impact on the Company’s consolidated financial statements.

In February 2017, the FASB issued ASU No. 2017-05, Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifyingthe Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets, which clarifies the scope and application of ASC 610-20, Other Income—Gains and Losses from Derecognition of Nonfinancial Assets, and defines in substance nonfinancial assets. The ASU also impacts the accounting for partial sales of nonfinancialassets (including in substance real estate). Under this guidance, when an entity transfers its controlling interest in a nonfinancial asset but retains a noncontrolling ownershipinterest, the entity is required to measure the retained interest at fair value, which results in a full gain or loss recognition upon the sale of a controlling interest in a nonfinancialasset. The Company adopted the standard on its required effective date of January 1, 2018. The adoption of this guidance did not have a material impact on the Company’sconsolidated financial statements.

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In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting, which amends the scope of

modification accounting for share-based payment arrangements and provides guidance on the types of changes to the terms or conditions of share-based payment awards towhich an entity would be required to apply modification accounting. Under this guidance, an entity would not apply modification accounting if the fair value, the vestingconditions, and the classification of the awards (as equity or liability) are the same immediately before and after the modification. The standard was effective for the Companybeginning January 1, 2018 on a prospective basis for awards modified on or after the adoption date. The adoption of this guidance did not have a material impact on theCompany’s consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This standard requires lessees to recognize an ROU asset and lease liability for all leaseswith terms of more than 12 months. Recognition, measurement and presentation of expenses will depend on classification as a finance or operating lease. The amendments alsorequire certain quantitative and qualitative disclosures. Accounting guidance for lessors is mostly unchanged. In July 2018, the FASB issued ASU 2018-10, CodificationImprovements to Topic 842, Leases, to clarify how to apply certain aspects of the new leases standard. The amendments address the rate implicit in the lease, impairment of thenet investment in the lease, lessee reassessment of lease classification, lessor reassessment of lease term and purchase options, variable payments that depend on an index or rateand certain transition adjustments, among other issues. In addition, in July 2018, the FASB issued ASU 2018-11, Leases (Topic 842), Targeted Improvements, which providedan additional (and optional) transition method to adopt the new leases standard. Under the new transition method, a reporting entity would initially apply the new leaserequirements at the effective date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption; continue to reportcomparative periods presented in the financial statements in the period of adoption in accordance with legacy U.S. GAAP (i.e., ASC 840, Leases); and provide the requireddisclosures under ASC 840 for all periods presented under legacy U.S. GAAP. Further, ASU 2018-11 contains a practical expedient that allows lessors to avoid separating leaseand associated non-lease components within a contract if certain criteria are met. In December 2018, the FASB issued ASU 2018-20, Leases (Topic 842), Narrow-ScopeImprovements for Lessors, to clarify guidance for lessors on sales taxes and other similar taxes collected from lessees, certain lessor costs and recognition of variable paymentsfor contracts with lease and non-lease components. In March 2019, the FASB issued ASU 2019-01, Leases (Topic 842), Codification Improvements, to clarify certainapplication and transitional disclosure aspects of the new leases standard. The amendments address determination of the fair value of the underlying asset by lessors that are notmanufacturers or dealers and clarify interim period transition disclosure requirements, among other issues. The guidance in ASUs 2016-02, 2018-10, 2018-11 and 2018-20 waseffective beginning January 1, 2019, with early adoption permitted; whereas the guidance in ASU 2019-01 is effective beginning January 1, 2020, with early adoption permitted.The Company adopted the abovementioned standards on January 1, 2019 using the effective date as the date of initial application. Therefore, pursuant to this transition methodfinancial information was not updated and the disclosures required under the new leases standards were not provided for dates and periods before January 1, 2019. The guidanceprovides a number of optional practical expedients to be utilized by lessees upon transition. Accordingly, BGC elected the “package of practical expedients,” which permittedthe Company not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. BGC did not elect the use-of-hindsight or the practical expedient pertaining to land easements, with the latter not being applicable to the Company. The standard also provides practical expedients for anentity’s ongoing accounting as a lessee. BGC elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, theCompany will not recognize ROU assets and lease liabilities, and this includes not recognizing ROU assets and lease liabilities for existing short-term leases of those assetsupon transition. The Company also elected the practical expedient to not separate lease and non-lease components for all of leases other than leases of real estate. As a resultupon adoption, acting primarily as a lessee, BGC recognized a $192.4 million ROU asset and a $206.0 million lease liability on its consolidated statements of financial conditionfor its real estate and equipment operating leases. The adoption of the guidance did not have a material impact on the Company’s consolidated statements of operations,consolidated statements of changes in equity and consolidated statements of cash flows. See Note 25—“Leases” for additional information on the Company’s leasingarrangements.

In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The guidanceintends to better align an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurementguidance for qualifying hedging relationships and the presentation of hedge results. To meet that objective, the amendments expand and refine hedge accounting for bothnonfinancial and financial risk components and align the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. InOctober 2018, the FASB issued ASU No. 2018-16, Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap(OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes. Based on concerns about the sustainability of LIBOR, in 2017, a committee convened by the FederalReserve Board and the Federal Reserve Bank of New York identified a broad Treasury repurchase agreement (repo) financing rate referred to as the SOFR as its preferredalternative reference rate. The guidance in ASU No. 2018-16 adds the OIS rate based on SOFR as a U.S. benchmark interest rate to facilitate the LIBOR to SOFR transition andprovide sufficient lead time for entities to prepare for changes to interest rate risk hedging strategies for both risk management and hedge accounting purposes. The amendmentsin this ASU were required to be adopted concurrently with the guidance in ASU No. 2017-12. The guidance became effective for the Company on January 1, 2019 and wasrequired to be applied on a prospective and modified retrospective basis. The adoption of this guidance did not have a material impact on BGC’s consolidated financialstatements.

In February 2018, the FASB issued ASU No. 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects fromAccumulated Other Comprehensive Income. The guidance helps organizations address certain stranded income tax effects in accumulated other comprehensive income resultingfrom the Tax Cuts and Jobs Act by providing an option to reclassify these stranded tax effects to retained earnings in each period in which the effect of the change in the U.S.federal corporate income tax rate in the Tax Cuts and Jobs Act (or portion thereof) is recorded. The standard became effective for BGC on January 1, 2019. The guidance wasrequired to be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax ratein the Tax Cuts and Jobs Act is recognized. The Company adopted the guidance starting on January 1, 2019. The adoption of the standard did not have a material impact on theCompany’s consolidated financial statements.

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In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. The

guidance largely aligns the accounting for share-based payment awards issued to employees and nonemployees, whereby the existing employee guidance will apply tononemployee share-based transactions (as long as the transaction is not effectively a form of financing), with the exception of specific guidance related to the attribution ofcompensation cost. The cost of nonemployee awards will continue to be recorded as if the grantor had paid cash for the goods or services. In addition, the contractual term willbe able to be used in lieu of an expected term in the option-pricing model for nonemployee awards. The standard became effective for the Company on January 1, 2019. TheASU was required to be applied on a prospective basis to all new awards granted after the date of adoption. In addition, any liability-classified awards that were not settled andequity-classified awards for which a measurement date had not been established by the adoption date were remeasured at fair value as of the adoption date with a cumulativeeffect adjustment to opening retained earnings in the year of adoption. BGC adopted this standard on its effective date. The adoption of this guidance did not have a materialimpact on the Company’s consolidated financial statements.

In July 2019, the FASB issued ASU No. 2019-07, Codification Updates to SEC Sections—Amendments to SEC Paragraphs Pursuant to SEC Final Rule Releases No.33-10532, Disclosure Update and Simplification, and Nos. 33-10231 and 33-10442, Investment Company Reporting Modernization, and Miscellaneous Updates. The guidanceclarifies or improves the disclosure and presentation requirements of a variety of codification topics by aligning them with already effective SEC final rules, thereby eliminatingredundancies and making the codification easier to apply. This ASU was effective upon issuance, and it did not have a material impact on the Company’s consolidated financialstatements and related disclosures.

New Accounting Pronouncements

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326)—Measurement of Credit Losses on Financial Instruments, whichrequires financial assets that are measured at amortized cost to be presented, net of an allowance for credit losses, at the amount expected to be collected over their estimatedlife. Expected credit losses for newly recognized financial assets, as well as changes to credit losses during the period, are recognized in earnings. For certain purchasedfinancial assets with deterioration in credit quality since origination (“PCD assets”), the initial allowance for expected credit losses will be recorded as an increase to thepurchase price. Expected credit losses, including losses on off-balance-sheet exposures such as lending commitments, will be measured based on historical experience, currentconditions and reasonable and supportable forecasts that affect the collectability of the reported amount. The new standard will become effective for the Company beginningJanuary 1, 2020, under a modified retrospective approach, and early adoption is permitted. In November 2018, the FASB issued ASU 2018-19, Codification Improvements toTopic 326, Financial Instruments—Credit Losses, to clarify that operating lease receivables accounted for under ASC 842, Leases, are not in the scope of the new credit lossesguidance, and, instead, impairment of receivables arising from operating leases should be accounted for in accordance with ASC 842, Leases. In April 2019, the FASB issuedASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments.The ASU makes changes to the guidance introduced or amended by ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326)—Measurement of Credit Losses onFinancial Instruments. See below for the description of the amendments stipulated in ASU No. 2019-04. In addition, in May 2019, the FASB issued ASU No. 2019-05,Financial Instruments—Credit Losses (Topic 326): Targeted Transition Relief. The amendments in this ASU allow entities, upon adoption of ASU No. 2016-13, to irrevocablyelect the fair value option for financial instruments that were previously carried at amortized cost and are eligible for the fair value option under ASC 825-10, FinancialInstruments: Overall. In November 2019, the FASB issued ASU No. 2019-11, Codification Improvements to Topic 326, Financial Instruments—Credit Losses. Theamendments in this ASU require entities to include certain expected recoveries of the amortized cost basis previously written off, or expected to be written off, in the allowancefor credit losses for PCD assets; provide transition relief related to troubled debt restructurings; allow entities to exclude accrued interest amounts from certain requireddisclosures; and clarify the requirements for applying the collateral maintenance practical expedient. The amendments in ASUs No. 2018-19, 2019-04, 2019-05 and 2019-11 arerequired to be adopted concurrently with the guidance in ASU No. 2016-13. The Company adopted the standards on their required effective date beginning January 1, 2020.BGC currently believes the primary effect of adoption will relate to the increase in the allowances for credit losses for Accrued commissions receivable, and Loans, forgivableloans and other receivables from employees and partners; however, the increase is not expected to be material to the Company’s consolidated financial statements. Keyimplementation efforts have included model testing and validation, development of appropriate internal controls and drafting of new financial statement disclosures required bythe standard.

In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which eliminates therequirement to determine the fair value of individual assets and liabilities of a reporting unit to measure goodwill impairment. Under the amendments in the new ASU, goodwillimpairment testing will be performed by comparing the fair value of the reporting unit with its carrying amount and recognizing an impairment charge for the amount by whichthe carrying amount exceeds the reporting unit’s fair value. The Company adopted the standard on its required effective date beginning January 1, 2020, and the new guidancewill be applied on a prospective basis. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

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In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair

Value Measurement. The guidance is part of the FASB’s disclosure framework project, whose objective and primary focus are to improve the effectiveness of disclosures in thenotes to financial statements. The ASU eliminates, amends and adds certain disclosure requirements for fair value measurements. The FASB concluded that these changesimprove the overall usefulness of the footnote disclosures for financial statement users and reduce costs for preparers. The new standard will become effective for the Companybeginning January 1, 2020 and early adoption is permitted for eliminated and modified fair value measurement disclosures. Certain disclosures are required to be appliedprospectively and other disclosures need to be adopted retrospectively in the period of adoption. As permitted by the transition guidance in the ASU, the Company early adoptedeliminated and modified disclosure requirements as of September 30, 2018. The early adoption of this standard did not materially impact the Company’s consolidated financialstatements. See Note 13—“Fair Value of Financial Assets and Liabilities” for additional information. Management adopted the remaining disclosure requirements beginningJanuary 1, 2020, and the adoption of the additional fair value measurement disclosures is not expected to have a material impact on the Company’s consolidated financialstatements.

In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting forImplementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus of the FASB Emerging Issues Task Force). The guidance on theaccounting for implementation, setup, and other upfront costs (collectively referred to as implementation costs) applies to entities that are a customer in a hosting arrangementthat is a service contract. The amendments align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with therequirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license).The accounting for the service element of a hosting arrangement that is a service contract is not affected by the guidance in this ASU. The new standard will become effectivefor the Company beginning January 1, 2020, should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption, and earlyadoption is permitted. Management adopted the standard on its effective date beginning January 1, 2020. The adoption of this guidance is not expected to have a material impacton the Company’s consolidated financial statements.

In October 2018, the FASB issued ASU No. 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities. Theguidance was issued in response to stakeholders’ observations that Topic 810, Consolidation, could be improved in the areas of applying the variable interest entity guidance toprivate companies under common control and in considering indirect interests held through related parties under common control for determining whether fees paid to decisionmakers and service providers are variable interests. The new standard will become effective for the Company beginning January 1, 2020, with early adoption permitted, andmust be applied retrospectively with a cumulative-effect adjustment to retained earnings at the beginning of the earliest period presented. Management adopted the standard onits effective date beginning January 1, 2020. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements.

In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives andHedging, and Topic 825, Financial Instruments. The ASU amends guidance introduced or amended by ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326)—Measurement of Credit Losses on Financial Instruments, ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for HedgingActivities, and ASU No. 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. Theamendments to ASU No. 2016-13 clarify the scope of the credit losses standard and address guidance related to accrued interest receivable balances, recoveries, variable interestrates and prepayments, among other issues. With respect to amendments to ASU No. 2017-12, the guidance addresses partial-term fair value hedges, fair value hedge basisadjustments, and certain transition requirements, along with other issues. The clarifying guidance pertaining to ASU No. 2016-01 requires an entity to remeasure an equitysecurity without a readily determinable fair value accounted for under the measurement alternative at fair value in accordance with guidance in ASC 820, Fair ValueMeasurement; specifies that equity securities without a readily determinable fair value denominated in nonfunctional currency must be remeasured at historical exchange rates;and provides fair value measurement disclosure guidance. The codification improvements related to credit losses are required to be adopted concurrently with ASU No. 2016-13as of January 1, 2020. See above for the expected impact of adoption of the amendments stipulated in ASU No. 2019-04. The hedge accounting standard amendments areeffective for the Company as of January 1, 2020, with early adoption permitted, and may be applied either retrospectively or prospectively, with certain exceptions. Theamendments related to the recognition and measurement guidance are effective for the Company as of January 1, 2020, with early adoption permitted, and should be appliedprospectively for equity securities without readily determinable fair value with the remaining amendments to be applied on a modified-retrospective transition basis by means ofa cumulative-effect adjustment to the opening retained earnings balance as of the date an entity adopted all of the amendments in ASU No. 2016-01. Management adopted thehedge accounting standard amendments and recognition and measurement guidance amendments on the required effective date beginning January 1, 2020. The adoption of thisguidance is not expected to have a material impact on the Company’s consolidated financial statements.

In November 2019, the FASB issued ASU No. 2019-08, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606):Codification Improvements—Share-Based Consideration Payable to a Customer. The ASU simplifies and increases comparability of accounting for nonemployee share-basedpayments, specifically those made to customers. Under the new guidance, such awards will be accounted for as a reduction of the transaction price in revenue, but should bemeasured and classified following the stock compensation guidance in ASC 718, Compensation—Stock Compensation. The new standard became effective for the Companybeginning January 1, 2020 and can be applied retrospectively or on a modified retrospective basis through a cumulative-effect adjustment to retained earnings upon adoption.The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements.

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In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The ASU is part of the FASB’s

simplification initiative; and it is expected to reduce cost and complexity related to accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740,Income Taxes related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred taxliabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates, and clarifies theaccounting for transactions that result in a step-up in the tax basis of goodwill. The new standard will become effective for the Company beginning January 1, 2021 and, withcertain exceptions, will be applied prospectively. Early adoption is permitted. Management is currently evaluating the impact of the new guidance on the Company’sconsolidated financial statements.

2. Limited Partnership Interests in BGC Holdings and Newmark Holdings

BGC Partners is a holding company with no direct operations and conducts substantially all of its operations through its operating subsidiaries. Virtually all of theCompany’s consolidated net assets and net income are those of consolidated variable interest entities. BGC Holdings is a consolidated subsidiary of the Company for which theCompany is the general partner. The Company and BGC Holdings jointly own BGC U.S. OpCo and BGC Global OpCo, the two operating partnerships. In addition, NewmarkHoldings is a consolidated subsidiary of Newmark for which Newmark is the general partner. Newmark and Newmark Holdings jointly own Newmark OpCo, the operatingpartnership. Listed below are the limited partnership interests in BGC Holdings and Newmark Holdings. The FPUs, LPUs and limited partnership interests held by Cantor, eachas described below, collectively represent all of the limited partnership interests in BGC Holdings and Newmark Holdings.

As a result of the Separation, the limited partnership interests in Newmark Holdings were distributed to the holders of limited partnership interests in BGC Holdings,whereby each holder of BGC Holdings limited partnership interests at that time who held a BGC Holdings limited partnership interest received a corresponding NewmarkHoldings limited partnership interest, determined by the Contribution Ratio, which was equal to a BGC Holdings limited partnership interest multiplied by one divided by 2.2,divided by the Exchange Ratio (which is the ratio by which a Newmark Holdings limited partnership interest can be exchanged for a number of Newmark Class A commonstock). Initially, the Exchange Ratio equaled one, so that each Newmark Holdings limited partnership interest was exchangeable for one share of Newmark Class A commonstock. For reinvestment, acquisition or other purposes, Newmark may determine on a quarterly basis to distribute to its stockholders a smaller percentage than NewmarkHoldings distributes to its equity holders (excluding tax distributions from Newmark Holdings) of cash that it received from Newmark OpCo. In such circumstances, theSeparation and Distribution Agreement provides that the Exchange Ratio will be reduced to reflect the amount of additional cash retained by Newmark as a result of thedistribution of such smaller percentage, after the payment of taxes. The Exchange Ratio as of December 31, 2019 equaled 0.9400.

Founding/Working Partner Units

Founding/Working Partners have a limited partnership interest in BGC Holdings and Newmark Holdings. The Company accounts for FPUs outside of permanent capital,as “Redeemable partnership interest,” in the Company’s consolidated statements of financial condition. This classification is applicable to Founding/Working Partner unitsbecause these units are redeemable upon termination of a partner, including a termination of employment, which can be at the option of the partner and not within the control ofthe issuer.

FPUs are held by limited partners who are employees and generally receive quarterly allocations of net income. Upon termination of employment or otherwise ceasingto provide substantive services, the FPUs are generally redeemed, and the unit holders are no longer entitled to participate in the quarterly allocations of net income. Since theseallocations of net income are cash distributed on a quarterly basis and are contingent upon services being provided by the unit holder, they are reflected as a component ofcompensation expense under “Equity-based compensation and allocations of net income to limited partnership units and FPUs” in the Company’s consolidated statements ofoperations.

Limited Partnership Units

Certain BGC employees hold LPUs in BGC Holdings and Newmark Holdings (e.g., REUs, RPUs, PSUs, and PSIs). Prior to the Separation, certain employees of bothBGC and Newmark received LPUs in BGC Holdings. As a result of the Separation, these employees were distributed LPUs in Newmark Holdings equal to a BGC HoldingsLPU multiplied by the Contribution Ratio. Subsequent to the Separation, BGC employees only receive LPUs in BGC Holdings, and Newmark employees only receive LPUs inNewmark Holdings.

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Generally, LPUs receive quarterly allocations of net income, which are cash distributed and generally are contingent upon services being provided by the unit holder. As

prescribed in U.S. GAAP guidance, prior to the Spin-Off, the quarterly allocations of net income on BGC Holdings LPUs held by all employees and the quarterly allocations ofnet income on Newmark Holdings LPUs held by BGC employees are reflected as a component of compensation expense under “Equity-based compensation and allocations ofnet income to limited partnership units and FPUs” in the Company’s consolidated statements of operations. In addition, prior to the Spin-Off, the quarterly allocation of netincome on such LPUs in Newmark Holdings held by Newmark employees are reflected as a component of “Consolidated net income (loss) from discontinued operations, net oftax” in the Company’s consolidated statements of operations. Following the Spin-Off, the quarterly allocations of net income on BGC Holdings and Newmark Holdings LPUsheld by BGC employees are reflected as a component of compensation expense under “Equity-based compensation and allocations of net income to limited partnership units andFPUs” in the Company’s consolidated statements of operations, and the quarterly allocations of net income on BGC Holdings LPUs held by Newmark employees are reflectedas a component of “Net income (loss) from continuing operations attributable to noncontrolling interest in subsidiaries” in the Company’s consolidated statements of operations.From time to time, the Company also issues BGC LPUs as part of the consideration for acquisitions.

Certain of these LPUs in BGC Holdings and Newmark Holdings, such as REUs, entitle the holders to receive post-termination payments equal to the notional amount ofthe units in four equal yearly installments after the holder’s termination. These LPUs held by BGC employees are accounted for as post-termination liability awards, and inaccordance with U.S. GAAP guidance, the Company records compensation expense for the awards based on the change in value at each reporting date in the Company’sconsolidated statements of operations as part of “Equity-based compensation and allocations of net income to limited partnership units and FPUs .”

The Company has also awarded certain Preferred Units. Each quarter, the net profits of BGC Holdings and Newmark Holdings are allocated to such units at a rate ofeither 0.6875% (which is 2.75% per calendar year) or such other amount as set forth in the award documentation. These allocations are deducted before the calculation anddistribution of the quarterly partnership distribution for the remaining partnership interests and are generally contingent upon services being provided by the unit holder. ThePreferred Units are not entitled to participate in partnership distributions other than with respect to the Preferred Distribution. Preferred Units may not be made exchangeableinto common stock and are only entitled to the Preferred Distribution, and accordingly they are not included in the Company’s fully diluted share count. The quarterlyallocations of net income on Preferred Units are reflected the same as those of the LPUs described above in the Company’s consolidated statements of operations. Afterdeduction of the Preferred Distribution, the remaining partnership interests generally receive quarterly allocations of net income based on their weighted-average pro rata shareof economic ownership of the operating subsidiaries. Preferred Units are granted in connection with the grant of certain LPUs, such as PSUs, that may be grantedexchangeability or redeemed in connection with the grant of shares of common stock to cover the withholding taxes owed by the unit holder, rather than issuing the grossamount of shares to employees, subject to cashless withholding of shares to pay applicable withholding taxes.

Cantor Units

Cantor holds limited partnership interests in BGC Holdings. Cantor units are reflected as a component of “Noncontrolling interest in subsidiaries” in the Company’sconsolidated statements of financial condition. Cantor receives allocations of net income (loss), which are cash distributed on a quarterly basis and are reflected as a componentof “Net income (loss) from continuing operations attributable to noncontrolling interest in subsidiaries” in the Company’s consolidated statements of operations. In addition,Cantor holds limited partnership interests in Newmark Holdings, which were reflected as a component of “Noncontrolling interest in subsidiaries” in the Company’sconsolidated statements of financial condition until the Spin-Off. The allocations of net income (loss) Cantor received for its interests in Newmark Holdings, which was cashdistributed on a quarterly basis, were reflected as a component of “Net income (loss) from discontinued operations attributable to noncontrolling interest in subsidiaries” in theCompany’s consolidated statements of operations until the Spin-Off of Newmark.

General

Certain of the limited partnership interests, described above, have been granted exchangeability into shares of BGC Class A common stock, and additional limitedpartnership interests may become exchangeable into shares of BGC and/or Newmark Class A common stock. In addition, certain limited partnership interests have been grantedthe right to exchange into a partnership unit with a capital account, such as HDUs. HDUs have a stated capital account which is initially based on the closing trading price ofClass A common stock at the time the HDU is granted. HDUs participate in quarterly partnership distributions and are generally not exchangeable into shares of Class Acommon stock. Limited partnership interests held by Cantor in BGC Holdings are generally exchangeable for up to 23.6 million shares of BGC Class B common stock.

Prior to the Separation, BGC Holdings limited partnership interests could become exchangeable for a BGC Class A common stock on a one-for-one basis (subject toadjustment). Following the Separation and prior to the Spin-Off, in order for a partner or Cantor to exchange a limited partnership interest in BGC Holdings or NewmarkHoldings into a share of BGC Class A or BGC Class B common stock, such partner or Cantor was required to exchange both one BGC Holdings limited partnership interest anda number of Newmark Holdings limited partnership interests equal to a BGC Holdings limited partnership interest multiplied by the quotient obtained by dividing NewmarkClass A and Newmark Class B common stock, Newmark OpCo interests, and Newmark Holdings limited partnership interests held by BGC as of such time by the number ofBGC Class A and BGC Class B common stock outstanding as of such time, referred to as the “Distribution Ratio”, divided by the Exchange Ratio. Initially the DistributionRatio was equivalent to the Contribution Ratio (one divided by 2.2 or 0.4545), and at the time of the Spin-Off, the Distribution Ratio equaled 0.463895. As a result of the changein the Distribution Ratio, certain BGC Holdings limited partnership interests no longer had a corresponding Newmark Holdings limited partnership interest. The

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exchangeability of these BGC Holdings limited partnership interests along with any new BGC Holdings limited partnership interests issued after the Separation (togetherreferred to as “standalone”) into BGC Class A or BGC Class B common stock was contingent upon the Spin-Off. Following the Spin-Off, a partner or Cantor is no longerrequired to have paired BGC Holdings and Newmark Holdings limited partnership interests to exchange into BGC Class A or BGC Class B common stock. Subsequent to theSpin-Off, limited partnership interests in BGC Holdings held by a partner or Cantor may become exchangeable for BGC Class A or BGC Class B common stock on a one-for-one basis, and limited partnership interests in Newmark Holdings held by a partner or Cantor may become exchangeable for a number of shares of Newmark Class A orNewmark Class B common stock equal to the number of limited partnership interests multiplied by the then Exchange Ratio. Therefore, these standalone BGC limitedpartnership interests, which were previously excluded from the Company’s fully diluted number of shares and units outstanding, are now included in the Company’s fullydiluted number of shares and units outstanding if dilutive. Because limited partnership interests are included in the Company’s fully diluted share count, if dilutive, anyexchange of limited partnership interests into shares of BGC Class A or BGC Class B common stock would not impact the fully diluted number of shares and units outstanding.Because these limited partnership interests generally receive quarterly allocations of net income, such exchange would have no significant impact on the cash flows or equity ofthe Company.

Each quarter, net income (loss) is allocated between the limited partnership interests and the Company’s common stockholders. In quarterly periods in which theCompany has a net loss, the loss allocation for FPUs, LPUs and Cantor units in BGC Holdings is allocated to Cantor and reflected as a component of “Net income (loss) fromcontinuing operations attributable to noncontrolling interest in subsidiaries” in the Company’s consolidated statements of operations. In subsequent quarters in which theCompany has net income, the initial allocation of income to the limited partnership interests in BGC Holdings is to Cantor and is recorded as “Net income (loss) fromcontinuing operations attributable to noncontrolling interests in subsidiaries,” to recover any losses taken in earlier quarters, with the remaining income allocated to the limitedpartnership interests. This income (loss) allocation process has no impact on the net income (loss) allocated to common stockholders. In addition, in quarterly periods in whichNewmark has a net loss, the loss allocation for FPUs, LPUs and Cantor units in Newmark Holdings is allocated to Cantor. In subsequent quarters in which Newmark has netincome, the initial allocation of income to limited partnership interests in Newmark Holdings is allocated to Cantor to recover any losses taken in earlier quarters, with theremaining income allocated to the limited partnership interests. These income (loss) allocations to Cantor by Newmark have no impact to BGC’s consolidated statements ofoperations following the Spin-Off.

3. Summary of Significant Accounting Policies

Use of Estimates:

The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affectthe reported amounts of the assets and liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities in these consolidated financial statements.Management believes that the estimates utilized in preparing these consolidated financial statements are reasonable. Estimates, by their nature, are based on judgment andavailable information. Actual results could differ materially from the estimates included in the Company’s consolidated financial statements. Certain reclassifications have beenmade to previously reported amounts to conform to the current period presentation.

Revenue Recognition:

BGC derives its revenues primarily through commissions from brokerage services, the spread between the buy and sell prices on matched principal transactions, feesfrom related parties, data, software and post-trade services, and other revenues.

The accounting policies described below were updated pursuant to the adoption of the U.S. GAAP standard on Revenue from Contracts with Customers and relatedamendments on January 1, 2018. These revenue recognition policy updates have been applied prospectively in the Company’s consolidated financial statements from January 1,2018 onward. Financial information for the year ended December 31, 2017 was not revised and continues to be reported under the accounting standards in effect during thathistorical period (see Note 24—“Revenue for Contracts with Customers”).

Commissions:

The Company derives its commission revenues from securities, commodities and insurance-related transactions, whereby the Company connects buyers and sellers inthe OTC and exchange markets and assists in the negotiation of the price and other material terms. These transactions result from the provision of service related to executing,settling and clearing transactions for customers. Trade execution and clearing services, when provided together, represent a single performance obligation as the services are notseparately identifiable in the context of the contract. Commission revenues are recognized at a point in time on the trade-date, when the customer obtains control of the serviceand can direct the use of, and obtain substantially all of the remaining benefits from the asset. The Company records a receivable between the trade-date and settlement date,when payment is received.

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Principal Transactions:

Principal transaction revenues are primarily derived from matched principal transactions, whereby the Company simultaneously agrees to buy securities from onecustomer and sell them to another customer. A very limited number of trading businesses are allowed to enter into unmatched principal transactions to facilitate a customer’sexecution needs for transactions initiated by such customers. Revenues earned from principal transactions represent the spread between the buy and sell price of the brokeredsecurity, commodity or derivative. Principal transaction revenues and related expenses are recognized on a trade-date basis. Positions held as part of a principal transaction aremarked-to-market on a daily basis.

Fees from Related Parties:

Fees from related parties consist of charges for back-office services provided to Cantor and its affiliates, including occupancy of office space, utilization of fixed assets,accounting, operations, human resources and legal services, and information technology. The services are satisfied over time and measured using a time-elapsed measure ofprogress as the customer receives the benefits of the services evenly throughout the term of the contract. The transaction price is considered variable consideration as the leveland type of services fluctuate from period to period and revenues are recognized only to the extent it is probable that a significant reversal in the amount of cumulative revenuesrecognized will not occur when the uncertainty is resolved. Fees from related parties are determined based on the cost incurred by the Company to perform or provide theservice as evidenced by an allocation of employee expenses or a third-party invoice. Net cash settlements between affiliates are generally performed on a monthly basis.

Data, Software and Post-trade:

Data revenues primarily consist of subscription fees and fees from customized one-time sales provided to customers either directly or through third-party vendors.Regarding this revenue stream, the Company determined that software implementation, license usage, and related support services represent a single-performance obligationbecause the combination of these deliverables is necessary for the customer to derive benefit from the data. As such, once implementation is complete, monthly subscription feesare billed in advance and recognized on a straight-line basis over the life of the license period.

The Company also provides software customization services contracted through work orders that each represent a separate performance obligation. Revenue isrecognized over time using an output method as a measure of progress. As circumstances change over time, the Company updates its measure of progress to reflect any changesin the outcome of the performance obligation. Such updates are accounted for as a change in accounting estimate. As a practical expedient, when the work-order period is lessthan 12 months, the Company recognizes revenue upon acceptance from the customer after work is completed. The contract price is fixed and billed to the customer ascombination of an upfront fee, progress fees, and a post-delivery fee.

Other Revenues:

Other revenues are earned from various sources, including litigation settlements and insurance recoveries.

Other Income (Losses), Net:

Gain (Loss) on Divestiture and Sale of Investments:

Gain (loss) on divestiture and sale of investments is comprised of gains or losses recorded in connection with the divestiture of certain businesses or sale of investments(see Note 5—“Divestitures”).

Gains (Losses) on Equity Method Investments:

Gains (losses) on equity method investments represent the Company’s pro-rata share of the net gains or losses on investments over which the Company has significantinfluence but which it does not control.

Other Income (Loss):

Other income (loss) is primarily comprised of gains or losses associated with the movements related to the changes in fair value and/or hedges on marketable equitysecurities and investments carried under the measurement alternative (see Note 10—“Marketable Securities” and Note 15—“Investments”).

Segments:

Prior to the Spin-Off, the Company’s operations consisted of two reportable segments, Financial Services and Real Estate Services. As a result of the Spin-Off, theCompany has one reportable segment (see Note 23—“Segment, Geographic and Product Information”).

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Cash and Cash Equivalents:

The Company considers all highly liquid investments with maturities of 90 days or less at the date of acquisition that are not segregated under regulatory requirements,other than those used for trading purposes, to be cash equivalents. Cash and cash equivalents include money market funds, deposits with banks, certificates of deposit,commercial paper, and U.S. Treasury securities.

Cash Segregated Under Regulatory Requirements:

Cash segregated under regulatory requirements represents funds received in connection with customer activities that the Company is obligated to segregate or set asideto comply with regulations mandated by authorities such as the SEC and FINRA in the U.S. and the FCA in the U.K. that have been promulgated to protect customer assets.

In addition, BGC premiums collected from insureds but not yet remitted to insurance companies and claims collected from insurance companies but not yet remitted toinsureds are recorded as “Cash segregated under regulatory requirements”, and the corresponding liability is recorded as “Accounts payable, accrued and other liabilities” in theCompany’s consolidated statements of financial condition.

Securities Owned:

Securities owned primarily consist of unencumbered U.S. Treasury bills held for liquidity purposes. Securities owned are classified as trading and marked-to-marketdaily based on current listed market prices (or, when applicable, broker or dealer quotes), with the resulting gains and losses included in operating income in the current period.Unrealized and realized gains and losses from securities owned are included as part of “Principal transactions” in the Company’s consolidated statements of operations.

Fair Value:

U.S. GAAP defines fair value as the price received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurementdate and further expands disclosures about such fair value measurements.

The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority tounadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Thethree levels of the fair value hierarchy are as follows:

Level 1 measurements – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2 measurements – Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly.

Level 3 measurements – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

In determining fair value, the Company separates financial instruments owned and financial instruments sold, but not yet purchased into two categories: cash instrumentsand derivative contracts.

Cash Instruments – Cash instruments are generally classified within Level 1 or Level 2. The types of instruments generally classified within Level 1 include most U.S.government securities, certain sovereign government obligations, and actively traded listed equities. The Company does not adjust the quoted price for such instruments. Thetypes of instruments generally classified within Level 2 include agency securities, most investment-grade and high-yield corporate bonds, certain sovereign governmentobligations, money market securities, and less liquid listed equities, and state, municipal and provincial obligations.

Derivative Contracts – Derivative contracts can be exchange-traded or OTC. Exchange-traded derivatives typically fall within Level 1 or Level 2 of the fair valuehierarchy depending on whether they are deemed to be actively traded or not. The Company generally values exchange-traded derivatives using the closing price of theexchange-traded derivatives. OTC derivatives are valued using market transactions and other market evidence whenever possible, including market-based inputs to models,broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency. For OTC derivatives that trade in liquid markets, such as genericforwards, swaps and options, model inputs can generally be verified and model selection does not involve significant management judgment. Such instruments are typicallyclassified within Level 2 of the fair value hierarchy.

See Note 13— “Fair Value of Financial Assets and Liabilities” for more information on the fair value of financial assets and liabilities.

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Marketable Securities:

Marketable securities comprise equity securities with readily determinable fair value. These securities are held for investment purposes and accounted for in accordancewith the U.S. GAAP guidance, Investments—Debt and Equity Securities. Effective January 1, 2018, in accordance with the guidance on recognition and measurement of equityinvestments, the Company carries its marketable equity securities at fair value and recognizes any changes in fair value currently within “Other income (loss)” in the Company’sconsolidated statements of operations. Prior to January 1, 2018, certain of the Company’s equity securities were classified as available-for-sale and accordingly reported at fairvalue, with the unrealized gains and losses on the marketable equity securities classified as available-for-sale included as part of “Accumulated other comprehensive income(loss)” in the Company’s consolidated statements of financial condition. When the fair value of an available-for-sale equity security was lower than its cost, the Companyevaluated the security to determine whether the impairment was considered other-than-temporary. If the impairment was considered other-than-temporary, the Company wouldrecognize an impairment charge in the Company’s consolidated statements of operations. In addition, prior to January 1, 2018, certain marketable equity securities wereclassified as trading securities and accordingly measured at fair value with any changes in fair value recognized currently in earnings and included in “Other income (loss)” inthe Company’s consolidated statements of operations. See Note 10—“Marketable Securities” for additional information.

Receivables from and Payables to Broker-Dealers, Clearing Organizations, Customers and Related Broker-Dealers:

Receivables from and payables to broker-dealers, clearing organizations, customers and related broker-dealers primarily represent principal transactions for which thestated settlement dates have not yet been reached and principal transactions which have not settled as of their stated settlement dates, cash held at clearing organizations andexchanges to facilitate settlement and clearance of matched principal transactions, and spreads on matched principal transactions that have not yet been remitted from/to clearingorganizations and exchanges. Also included are amounts related to open derivative contracts, which are generally executed on behalf of the Company’s customers. A portion ofthe unsettled principal transactions and open derivative contracts that constitute receivables from and payables to broker-dealers, clearing organizations, customers and relatedbroker-dealers are with related parties (see Note 14—“Related Party Transactions” for more information regarding these receivables and payables).

Accrued Commissions and Other Receivables, Net:

The Company has accrued commissions receivable from securities and commodities transactions. Accrued commissions receivable are presented net of allowance fordoubtful accounts of approximately $10.5 million and $8.7 million as of December 31, 2019 and 2018, respectively. The allowance is based on management’s estimate andreviewed periodically based on the facts and circumstances of each outstanding receivable.

In the Company’s capacity as insurance agent and broker, BGC collects premiums from insureds and, after deducting its commission, remits the premiums to therespective insurers. BGC also collects claims or refunds from insurers on behalf of insureds. Uncollected premiums from insureds and uncollected claims or refunds frominsurers are recorded as “Accrued commissions and other receivables, net”, and the corresponding unremitted insurance premiums and claims held in a fiduciary capacity arerecorded as “Accounts payable, accrued and other liabilities” in the Company’s consolidated statements of financial condition.

Loans, Forgivable Loans, and Other Receivables from Employees and Partners, Net:

The Company has entered into various agreements with certain of its employees and partners whereby these individuals receive loans which may be either wholly or inpart repaid from the distribution earnings that the individual receives on some or all of their LPUs or may be forgiven over a period of time. The forgivable portion of theseloans is recognized as compensation expense over the life of the loan. From time to time, the Company may also enter into agreements with employees and partners to grantbonus and salary advances or other types of loans. These advances and loans are repayable in the timeframes outlined in the underlying agreements. The Company reviews theloan balances each reporting period for collectability. If the Company determines that the collectability of a portion of the loan balances is not expected, the Companyrecognizes a reserve against the loan balances which is recognized as compensation expense.

Fixed Assets, Net:

Fixed assets are carried at cost net of accumulated depreciation and amortization. Depreciation is calculated on a straight-line basis over the estimated useful lives of theassets. Internal and external direct costs of developing applications and obtaining software for internal use are capitalized and amortized over three years on a straight-line basis.Computer equipment is depreciated over three to five years. Leasehold improvements are depreciated over the shorter of their estimated economic useful lives or the remaininglease term. Routine repairs and maintenance are expensed as incurred. When fixed assets are retired or otherwise disposed of, the related gain or loss is included in operatingincome. The Company has asset retirement obligations related to certain of its leasehold improvements, which it accounts for in accordance with U.S. GAAP guidance, AssetRetirement Obligations. The guidance requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonableestimate of fair value can be made. The associated asset retirement cost is capitalized as part of the carrying amount of the long-lived asset. The liability is discounted andaccretion expense is recognized using the credit-adjusted risk-free interest rate in effect when the liability was initially recognized.

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Investments:

The Company’s investments in which it has a significant influence but not a controlling financial interest and of which it is not the primary beneficiary are accounted forunder the equity method.

Effective January 1, 2018, in accordance with the guidance on recognition and measurement of equity investments, the Company has elected to use a measurementalternative for its equity investments without a readily determinable fair value, pursuant to which these investments are initially recognized at cost and remeasured throughearnings when there is an observable transaction involving the same or similar investment of the same issuer, or due to an impairment. See Note 13—“Fair Value of FinancialAssets and Liabilities” and Note 15—“Investments” for additional information. Prior to January 1, 2018, these investments were accounted for using the cost method inaccordance with U.S. GAAP guidance, Investments—Other, because the Company did not have an ability to exercise significant influence over the operating and financialpolicies of an investee and did not have a controlling financial interest in the entity.

The Company’s consolidated financial statements include the accounts of the Company and its wholly owned and majority-owned subsidiaries. The Company’s policy isto consolidate all entities of which it owns more than 50% unless it does not have control over the entity. In accordance with the U.S. GAAP guidance, Consolidation ofVariable Interest Entities, the Company also consolidates any VIE of which it is the primary beneficiary.

Long-Lived Assets:

The Company periodically evaluates potential impairment of long-lived assets and amortizable intangibles, when a change in circumstances occurs, by applying the U.S.GAAP guidance, Impairment or Disposal of Long-Lived Assets, and assessing whether the unamortized carrying amount can be recovered over the remaining life throughundiscounted future expected cash flows generated by the underlying assets. If the undiscounted future cash flows were less than the carrying value of the asset, an impairmentcharge would be recorded. The impairment charge would be measured as the excess of the carrying value of the asset over the present value of estimated expected future cashflows using a discount rate commensurate with the risks involved.

Leases:

The Company enters into leasing arrangements in the ordinary course of business as a lessee of office space, data centers and office equipment.

The accounting policies described below were updated pursuant to the adoption of the new U.S. GAAP standard on Leases and related amendments on January 1, 2019.These policy updates have been applied using the modified retrospective approach in the Company’s consolidated financial statements from January 1, 2019 onward. Financialinformation for the historical comparable periods was not revised and continues to be reported under the previous accounting guidance on leases in effect during those historicalperiods.

BGC determines whether an arrangement is a lease at inception. ROU lease assets represent the Company’s right to use an underlying asset for the lease term, and leaseliabilities represent BGC’s obligation to make lease payments arising from the lease. Other than for leases with an initial term of twelve months or less, operating lease ROUassets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most leases do not provide an implicit rate, theCompany uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating leaseROU asset also includes any lease payments made and excludes lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certainthat the Company will exercise those options. Lease expense pertaining to operating leases is recognized on a straight-line basis over the lease term. Refer to Note 25—“Leases”for additional information.

Goodwill and Other Intangible Assets, Net:

Goodwill is the excess of the purchase price over the fair value of identifiable net assets acquired in a business combination. As prescribed in the U.S. GAAP guidance,Intangibles—Goodwill and Other, goodwill and other indefinite-lived intangible assets are not amortized, but instead are periodically tested for impairment. The Companyreviews goodwill and other indefinite-lived intangible assets for impairment on an annual basis during the fourth quarter of each fiscal year or whenever an event occurs orcircumstances change that could reduce the fair value of a reporting unit below its carrying amount. When reviewing goodwill for impairment, BGC first assesses qualitativefactors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. The Company performedimpairment evaluations for the years ended December 31, 2019, 2018 and 2017 and concluded that there was no impairment of its goodwill during any of these periods. Therewas no impairment charge recognized for the Company’s indefinite-lived intangible assets other than goodwill for the years ended December 31, 2019, 2018 and 2017.

Intangible assets with definite lives are amortized on a straight-line basis over their estimated useful lives. Definite-lived intangible assets arising from businesscombinations include customer relationships, internally developed software, and covenants not to compete. Also included in the definite-lived intangible assets are purchasedpatents. The costs of acquired patents are amortized over a period not to exceed the legal life or the remaining useful life of the patent, whichever is shorter, using the straight-line method.

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Income Taxes:

The Company accounts for income taxes using the asset and liability method as prescribed in the U.S. GAAP guidance, Income Taxes. Deferred tax assets and liabilitiesare recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities andtheir respective tax basis. Certain of the Company’s entities are taxed as U.S. partnerships and are subject to the UBT in New York City. Therefore, the tax liability or benefitrelated to the partnership income or loss except for UBT rests with the partners (see Note 2—“Limited Partnership Interests in BGC Holdings and Newmark Holdings” for adiscussion of partnership interests), rather than the partnership entity. As such, the partners’ tax liability or benefit is not reflected in the Company’s consolidated financialstatements. The tax-related assets, liabilities, provisions or benefits included in the Company’s consolidated financial statements also reflect the results of the entities that aretaxed as corporations, either in the U.S. or in foreign jurisdictions. The Company provides for uncertain tax positions based upon management’s assessment of whether a taxbenefit is more likely than not to be sustained upon examination by tax authorities. The Company recognizes interest and penalties related to income tax matters in “Provision(benefit) for income taxes” in the Company’s consolidated statements of operations.

The Company files income tax returns in the United States federal jurisdiction and various states, local and foreign jurisdictions. The Company is currently open toexamination by tax authorities in United States federal, state and local jurisdictions and certain non-U.S. jurisdictions for tax years beginning 2008, 2009 and 2012, respectively.

On December 22, 2017, the Tax Act was signed into law in the U.S. During 2018, the Treasury and the IRS released proposed regulations associated with certainprovisions of the Tax Act to provide taxpayers with additional guidance. The Tax Act is expected to have a favorable impact on the Company’s ETR and net income as reportedunder U.S. GAAP in 2018 and subsequent reporting periods to which the Tax Act is effective due to the reduction in the Federal income tax rate from 35% to 21%. The impactof the Tax Act may differ from our estimate for the provision for income taxes, possibly materially, due to, among other things, changes in interpretations, additional guidancethat may be issued, unexpected negative changes in business and market conditions that could reduce certain tax benefits, and actions taken by the Company as a result of theTax Act.

The Tax Act includes the GILTI provision, which requires inclusion in the Company’s U.S. income tax return the earnings of certain foreign subsidiaries. The Companyhas finalized its accounting policy and has elected to treat taxes associated with the GILTI provision using the Period Cost Method and thus has not recorded deferred taxes forbasis differences under this regime.

Equity-Based and Other Compensation:

The Company accounts for equity-based compensation under the fair value recognition provisions. Equity-based compensation expense recognized during the period isbased on the value of the portion of equity-based payment awards that is ultimately expected to vest. The grant-date fair value of equity-based awards is amortized to expenseratably over the awards’ vesting periods. As equity-based compensation expense recognized in the Company’s consolidated statements of operations is based on awardsultimately expected to vest, it has been reviewed for estimated forfeitures. Further, forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periodsif actual forfeitures differ from those estimates.

Restricted Stock Units:

RSUs held by certain employees of the Company are accounted for as equity awards, and in accordance with U.S. GAAP, the Company is required to record an expensefor the portion of the RSUs that is ultimately expected to vest. The grant-date fair value of RSUs is amortized to expense ratably over the awards’ expected vesting periods. Thenon-cash equity-based amortization expense is reflected as a component of “Equity-based compensation and allocations of net income to limited partnership units and FPUs” inthe Company’s consolidated statements of operations.

Restricted Stock:

Restricted stock provided to certain employees by the Company is accounted for as an equity award, and as per the U.S. GAAP guidance, the Company is required torecord an expense for the portion of the restricted stock that is ultimately expected to vest. The Company has granted restricted stock that is fully vested and not subject tocontinued employment or service with the Company or any affiliate or subsidiary of the Company; however, transferability is subject to compliance with BGC Partners’ and itsaffiliates’ customary noncompete obligations. Such shares of restricted stock are generally saleable by partners in five to ten years. Because the restricted stock is not subject tocontinued employment or service, the grant-date fair value of the restricted stock is expensed on the date of grant. The non-cash equity-based expense is reflected as acomponent of “Equity-based compensation and allocations of net income to limited partnership units and FPUs” in the Company’s consolidated statements of operations.

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Limited Partnership Units:

LPUs in BGC Holdings and Newmark Holdings generally are held by employees of both BGC and Newmark and receive quarterly allocations of net income, which arecash distributed on a quarterly basis and generally contingent upon services being provided by the unit holders. Following the Spin-Off, the quarterly allocations of net incomeon BGC Holdings and Newmark Holdings LPUs held by BGC employees are reflected as a component of compensation expense under “Equity-based compensation andallocations of net income to limited partnership units and FPUs,” and the quarterly allocations of net income on BGC Holdings LPUs held by Newmark employees are reflectedas a component of “Net income (loss) from continuing operations attributable to noncontrolling interest in subsidiaries” in the Company’s consolidated statements of operations.

Certain of these LPUs in BGC Holdings and Newmark Holdings, such as REUs, entitle the holders to receive post-termination payments equal to the notional amount infour equal yearly installments after the holder’s termination. These limited partnership units held by BGC employees are accounted for as post-termination liability awardsunder the U.S. GAAP guidance, which requires that the Company record an expense for such awards based on the change in value at each reporting period and include theexpense in the Company’s consolidated statements of operations as part of “Equity-based compensation and allocations of net income to limited partnership units and FPUs.”The liability for these limited partnership units held by BGC employees with a post-termination payout amount is included in “Accrued compensation” on the Company’sconsolidated statements of financial condition.

Following the Spin-Off, certain limited partnership units in BGC Holdings are granted exchangeability into BGC Class A common stock on a one-for-one basis (subjectto adjustment), and certain limited partnership units in Newmark Holdings are granted exchangeability into Newmark Class A common stock based on the exchange ratio at thetime. At the time exchangeability is granted for BGC employees, the Company recognizes an expense based on the fair value of the award on that date, which is included in“Allocations of net income and grants of exchangeability to limited partnership units and FPUs and issuance of common stock” in the Company’s consolidated statements ofoperations.

In addition, Preferred Units are granted in connection with the grant of certain LPUs, such as PSUs, that may be granted exchangeability or redeemed in connection withthe grant of shares of common stock to cover the withholding taxes owed by the unit holder, rather than issuing the gross amount of shares to employees, subject to cashlesswithholding of shares to pay applicable withholding taxes. Each quarter, the net profits of BGC Holdings and Newmark Holdings are allocated to Preferred Units at a rate ofeither 0.6875% (which is 2.75% per calendar year) or such other amount as set forth in the award documentation (the “Preferred Distribution”). These allocations are deductedbefore the calculation and distribution of the quarterly partnership distribution for the remaining partnership interests and are generally contingent upon services being providedby the unit holder. The Preferred Units are not entitled to participate in partnership distributions other than with respect to the Preferred Distribution. Preferred Units may not bemade exchangeable into common stock and are only entitled to the Preferred Distribution, and accordingly they are not included in the fully diluted share count. The quarterlyallocations of net income on Preferred Units are reflected the same as those of the LPUs described above in the Company’s consolidated statements of operations. Afterdeduction of the Preferred Distribution, the remaining partnership interests generally receive quarterly allocations of net income based on their weighted-average pro-rata shareof economic ownership of the operating subsidiaries.

For additional information, see Note 2—“Limited Partnership Interests in BGC Holdings and Newmark Holdings.”

Redeemable Partnership Interest:

Redeemable partnership interest represents limited partnership interests in BGC Holdings held by Founding/Working Partners. See Note 2—“Limited PartnershipInterests in BGC Holdings and Newmark Holdings” for additional information related to the FPUs.

Contingent Class A Common Stock:

In connection with certain acquisitions, the Company committed to issue shares of the Company’s Class A common stock upon the achievement of certain performancetargets. The contingent shares met the criteria for liability classification, are measured at fair value on a recurring basis and presented in “Accounts payable, accrued and otherliabilities” in the Company’s consolidated statements of financial condition. Realized and unrealized gains (losses) resulting from changes in fair value are reported in “Otherincome” in the Company’s consolidated statements of operations.

Noncontrolling Interest in Subsidiaries:

Noncontrolling interest in subsidiaries represents equity interests in consolidated subsidiaries that are not attributable to the Company, such as Cantor units and thenoncontrolling interest holders’ proportionate share of the profit or loss associated with joint ownership of the Company’s administrative services company in the U.K. (TowerBridge).

In addition, prior to the Spin-Off, the Company’s noncontrolling interest in subsidiaries included equity interests in Newmark and its consolidated subsidiaries that werenot attributable to BGC, such as Cantor’s limited partnership interest in Newmark Holdings, the noncontrolling interest holders’ proportionate share of the profit or lossassociated with Newmark’s affiliate entities, the portion of Newmark owned by the public, and the EPUs issued by Newmark OpCo in the Newmark OpCo PreferredInvestment.

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Foreign Currency Transactions and Translation:

Assets and liabilities denominated in nonfunctional currencies are converted at rates of exchange prevailing on the date of the Company’s consolidated statements offinancial condition, and revenues and expenses are converted at average rates of exchange for the period. Gains and losses on remeasurement of foreign currency transactionsdenominated in nonfunctional currencies are recognized within “Other expenses” in the Company’s consolidated statements of operations. Gains and losses on translation of thefinancial statements of non-U.S. operations into U.S. dollar reporting currency of the Company are presented as foreign currency translation adjustments within “Othercomprehensive income (loss), net of tax” in the Company’s consolidated statements of comprehensive income and as part of “Accumulated other comprehensive income (loss)”in the Company’s consolidated statements of financial condition.

Derivative Financial Instruments:

Derivative contracts are instruments, such as futures, forwards, options or swaps contracts, that derive their value from underlying assets, indices, reference rates or acombination of these factors. Derivative instruments may be listed and traded on an exchange, or they may be privately negotiated contracts, which are often referred to as OTCderivatives. Derivatives may involve future commitments to purchase or sell financial instruments or commodities, or to exchange currency or interest payment streams. Theamounts exchanged are based on the specific terms of the contract with reference to specified rates, securities, commodities, currencies or indices.

U.S. GAAP requires that an entity recognize all derivative contracts as either assets or liabilities in the consolidated statements of financial condition and measure thoseinstruments at fair value. The fair value of all derivative contracts is recorded on a net-by-counterparty basis where a legal right of offset exists under an enforceable nettingagreement. Derivative contracts are recorded as part of receivables from or payables to broker-dealers, clearing organizations, customers and related broker-dealers in theCompany’s consolidated statements of financial condition.

4. Acquisitions

Poten & Partners

On November 15, 2018, the Company completed the acquisition of Poten & Partners, a leading ship brokerage, consulting and business intelligence firm specializing inliquefied natural gas, tanker and liquefied petroleum gas markets.

Ed Broking

On January 31, 2019, the Company completed the acquisition of Ed Broking, an independent Lloyd's of London insurance broker with a number of insurance products,including accident and health, aerospace, cargo, energy, financial and political risks, marine, professional and executive risk, property and casualty, specialty and reinsurance.

Other Acquisitions

During the years ended December 31, 2019 and 2018, the Company completed several smaller acquisitions. The aggregate consideration paid for these acquisitions wasnot material to the Company’s consolidated financial statements.

Total Consideration

The total consideration for all acquisitions during the year ended December 31, 2019 was approximately $102.7 million in total fair value comprise cash, restrictedshares of BGC Class A common stock, and RSUs. The excess of the consideration over the fair value of the net assets acquired has been recorded as goodwill of approximately$48.7 million. The goodwill figure includes measurement period adjustments of approximately $7.1 million recorded during the year ended December 31, 2019.

The total consideration for acquisitions during the year ended December 31, 2018 was approximately $94.2 million in total fair value, comprise cash and RSUs, ofwhich $18.0 million may be issued contingent on certain targets being met through 2022. The excess of the consideration over the fair value of the net assets acquired has beenrecorded as goodwill of approximately $39.7 million.

The results of operations of the Company’s acquisitions have been included in the Company’s consolidated financial statements subsequent to their respective dates ofacquisition. The Company has made preliminary allocations of the consideration to the assets acquired and liabilities assumed as of the acquisition dates, and expects to finalizeits analysis with respect to acquisitions within the first year after the completion of the respective transaction. Therefore, adjustments to preliminary allocations may occur.

5. Divestitures

During the year ended December 31, 2019, the Company completed the sale of CSC, which was part of its energy and commodities businesses. As a result of this sale,the Company recognized a $18.4 million gain, which is included in “Gain (loss) on divestiture and sale of investments” in the Company’s consolidated statements of operations.The Company had no gains or losses from divestitures or sale of investments during the years ended December 31, 2018 and 2017.

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6. Earnings Per Share

U.S. GAAP guidance establishes standards for computing and presenting EPS. Basic EPS excludes dilution and is computed by dividing net income (loss) available tocommon stockholders by the weighted-average number of shares of common stock outstanding and contingent shares for which all necessary conditions have been satisfiedexcept for the passage of time. Net income (loss) is allocated to the Company’s outstanding common stock, FPUs, LPUs and Cantor units (see Note 2—“Limited PartnershipInterests in BGC Holdings and Newmark Holdings”). In addition, the EPUs issued by Newmark OpCo are entitled to a preferred payable-in-kind dividend which are recorded asaccretion to the carrying amount of the EPUs and is a reduction to “Net income (loss) available to common stockholders” for the calculation of the Company’s “Basic earnings(loss) per share” and “Fully diluted earnings (loss) per share from discontinued operations.”

Basic Earnings Per Share:

The following is the calculation of the Company’s basic EPS from continuing and discontinued operations (in thousands, except per share data):

Year Ended December 31, 2019 2018 2017

Basic earnings (loss) per share: Net income (loss) from continuing operations available to common stockholders $ 55,707 $ 73,704 $ (124,803)Net income (loss) from discontinued operations available to common stockholders¹ — 120,438 176,278 Net income (loss) available to common stockholders $ 55,707 $ 194,142 $ 51,475 Basic weighted-average shares of common stock outstanding 344,332 322,141 287,378 Continuing operations $ 0.16 $ 0.23 $ (0.43)Discontinued operations — 0.37 0.61 Basic earnings (loss) per share $ 0.16 $ 0.60 $ 0.18

1 In accordance with ASC 260, includes a reduction for dividends on preferred stock or units.

Fully Diluted Earnings Per Share:

Fully diluted EPS is calculated utilizing net income (loss) available to common stockholders plus net income allocations to the limited partnership interests as thenumerator. The denominator comprises the Company’s weighted-average number of outstanding BGC shares of common stock and, if dilutive, the weighted-average number oflimited partnership interests and other contracts to issue shares of BGC common stock, including RSUs. The limited partnership interests generally are potentially exchangeableinto shares of BGC Class A common stock (see Note 2—“Limited Partnership Interests in BGC Holdings and Newmark Holdings”) and are entitled to their pro-rata share ofearnings after the deduction for the Preferred Distribution; as a result, they are included in the fully diluted EPS computation to the extent that the effect would be dilutive.

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Continuing Operations

The following is the calculation of the Company’s fully diluted EPS from continuing operations (in thousands, except per share data):

Year Ended December 31, 2019 2018 2017

Fully diluted earnings (loss) per share: Net income (loss) from continuing operations available to common stockholders $ 55,707 $ 73,704 $ (124,803)Allocations of net income (loss) to limited partnership interests, net of tax 27,824 — —

Net income (loss) for fully diluted shares $ 83,531 $ 73,704 $ (124,803)Weighted-average shares: Common stock outstanding 344,332 322,141 287,378 Partnership units¹ 178,813 — — RSUs (Treasury stock method) 38 368 — Other 1,367 1,335 —

Fully diluted weighted-average shares of common stock outstanding 524,550 323,844 287,378 Fully diluted earnings (loss) per share from continuing operations $ 0.16 $ 0.23 $ (0.43)

1 Partnership units collectively include FPUs, LPUs, and Cantor units (see Note 2—“Limited Partnership Interests in BGC Holdings and Newmark Holdings” for moreinformation).

For the years ended December 31, 2019, 2018 and 2017, respectively, approximately 0.9 million, 163.0 million and 167.0 million of potentially dilutive securities wereexcluded from the computation of fully diluted EPS from continuing operations because their effect would have been anti-dilutive. Anti-dilutive securities for the year endedDecember 31, 2019, were RSUs. Anti-dilutive securities for the year ended December 31, 2018 included 162.8 million limited partnership interests and 0.2 million RSUs. Anti-dilutive securities for the year ended December 31, 2017 included 165.0 million limited partnership interests and 2.0 million RSUs.

Discontinued Operations

The following is the calculation of the Company’s fully diluted EPS from discontinued operations (in thousands, except per share data):

Year Ended December 31, 2018 2017

Fully diluted earnings (loss) per share: Net income (loss) from discontinued operations available to common stockholders $ 120,438 $ 176,278 Allocations of net income (loss) to limited partnership interests, net of tax — —

Net income (loss) for fully diluted shares $ 120,438 $ 176,278 Weighted-average shares: Common stock outstanding 322,141 287,378 Partnership units¹ — — RSUs (Treasury stock method) 368 — Other 1,335 —

Fully diluted weighted-average shares of common stock outstanding 323,844 287,378 Fully diluted earnings (loss) per share from discontinued operations $ 0.37 $ 0.61

1 Partnership units collectively include Founding/Working Partner Units, limited partnership units, and Cantor units (see Note 2—“Limited Partnership Interests in BGCHoldings and Newmark Holdings” for more information).

For the years ended December 31, 2018 and 2017, respectively, approximately 163.0 million and 167.0 million of potentially dilutive securities were excluded from thecomputation of fully diluted EPS from Discontinued Operations. Anti-dilutive securities for the year ended December 31, 2018 included 162.8 million limited partnershipinterests and 0.2 million RSUs. Anti-dilutive securities for the year ended December 31, 2017 included 165.0 million limited partnership interests and 2.0 million RSUs.

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For the year ended year ended December 31, 2019, there were no standalone BGC Holdings partnership units excluded from the fully diluted EPS weighted average

computation from continuing and discontinued operations. For the year ended December 31, 2018, there were approximately 15.6 million of standalone BGC Holdingspartnership units excluded from the fully diluted EPS weighted average computation from continuing and discontinued operations, because the conversion into Class A commonstock was contingent on the Spin-Off (see Note 2—“Limited Partnership Interests in BGC Holdings and Newmark Holdings” for further information on standalone BGCHoldings partnership units). Additionally, as of December 31, 2019, 2018 and 2017, respectively, approximately 15.8 million, 1.5 million and 1.1 million shares of contingentClass A common stock and limited partnership units were excluded from the fully diluted EPS computations because the conditions for issuance had not been met by the end ofthe respective periods.

7. Stock Transactions and Unit Redemptions

Class A Common Stock

Changes in shares of the Company’s Class A common stock outstanding for the years ended December 31, 2019 and 2018 were as follows (in thousands):

Year Ended December 31, 2019 2018

Shares outstanding at beginning of period 291,475 256,968 Share issuances:

Redemption/exchanges of limited partnership interests¹ 15,008 18,288 Issuance of Class A common stock for general corporate purposes — 24,924 Deferred stock awards — 979 Vesting of restricted stock units (RSUs) 435 528 Acquisitions 1,039 1,744 Other issuances of Class A common stock 213 101

Exchange from Class A to Class B common stock — (11,036)Treasury stock repurchases (233) (789)Forfeitures of restricted Class A common stock (22) (232)Shares outstanding at end of period 307,915 291,475

1 Included in redemption/exchanges of limited partnership interests for the year ended December 31, 2019, are 10.1 million shares of BGC Class A common stock grantedin connection with the cancellation of 11.5 million LPUs. Included in redemption/exchanges of limited partnership interests for the year ended December 31, 2018, are6.8 million shares of BGC Class A common stock granted in connection with the cancellation of 7.6 million LPUs. Because LPUs are included in the Company’s fullydiluted share count, if dilutive, redemption/exchange in connection with the issuance of Class A common shares would not impact the fully diluted number of shares andunits outstanding.

Class B Common Stock

Exchange of BGC Class A Common Stock for BGC Class B Common Stock

On November 23, 2018, pursuant to the Class B Issuance, BGC issued 10,323,366 shares of BGC Class B common stock to Cantor and 712,907 shares of BGC Class Bcommon stock to CFGM, an affiliate of Cantor, in each case in exchange for shares of BGC Class A common stock from Cantor and CFGM, respectively, on a one-to-one basispursuant to Cantor’s and CFGM’s right to exchange such shares under the Exchange Agreement. Pursuant to the Exchange Agreement, no additional consideration was paid toBGC by Cantor or CFGM for the Class B Issuance. The Class B Issuance was exempt from registration pursuant to Section 3(a)(9) of the Securities Act.

The Company did not issue any shares of BGC Class B common stock during the year ended December 31, 2019. As of December 31, 2019 and 2018, there were45,884,380 shares, respectively, of BGC Class B common stock outstanding.

CEO Program

In November 2014, the Company entered into the November 2014 Sales Agreement, pursuant to which the Company offered and sold up to an aggregate of 20 millionshares of BGC Class A common stock. Shares of the Company’s Class A common stock sold under its CEO Program sales agreements are used for redemptions and exchangesof limited partnership interests in BGC Holdings as well as for general corporate purposes. Under this Agreement, the Company agreed to pay CF&Co 2% of the gross proceedsfrom the sale of shares. As of December 31, 2017, the Company had sold all 20 million shares of BGC Class A common stock under the November 2014 Sales Agreement.

On April 12, 2017, the Company entered into the April 2017 Sales Agreement. Shares of BGC Class A common stock sold under this Agreement were used forredemptions of limited partnership interests in BGC Holdings and Newmark Holdings, as well as for general corporate purposes. Under this Agreement, the Company andCantor have agreed to the same terms stated above. As of March 31, 2018, the Company had sold all 20 million shares of BGC Class A common stock under the April 2017Sales Agreement.

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On March 9, 2018, the Company entered into the March 2018 Sales Agreement, pursuant to which the Company may offer and sell up to an aggregate of $300.0 million

of shares of BGC Class A common stock. Proceeds from shares of BGC Class A common stock sold under this Agreement may be used for redemptions of limited partnershipinterests in BGC Holdings and Newmark Holdings (for the period following the Newmark IPO and prior to the Spin-Off), as well as for general corporate purposes, includingacquisitions and the repayment of debt. Under this Agreement, the Company and Cantor have agreed to the same terms as stated above. As of December 31, 2019, the Companyhad sold 17,401,431 shares of BGC Class A common stock (or $209.8 million) under the March 2018 Sales Agreement. For additional information on the Company’s CEOProgram sales agreements, see Note 14—“Related Party Transactions.”

Unit Redemptions and Share Repurchase Program

The Company’s Board and Audit Committee have authorized repurchases of BGC Class A common stock and redemptions of limited partnership interests or otherequity interests in the Company’s subsidiaries. On August 1, 2018, the Company’s Board and Audit Committee increased the BGC Partners share repurchase and unitredemption authorization to $300.0 million, which may include purchases from Cantor, its partners or employees or other affiliated persons or entities. As of December 31,2019, the Company had $256.7 million remaining from its share repurchase and unit redemption authorization. From time to time, the Company may actively continue torepurchase shares and/or redeem units.

The table below represents the units redeemed and/or shares repurchased for cash and does not include units redeemed/cancelled in connection with the grant of sharesof BGC Class A common stock nor the limited partnership interests exchanged for shares of BGC Class A common stock. The gross unit redemptions and share repurchases ofBGC Class A common stock during the year ended December 31, 2019 were as follows (in thousands, except for weighted-average price data):

Period

Total Numberof Units

Redeemedor Shares

Repurchased

Weighted-Average PricePaid per Unit

or Share

ApproximateDollar Valueof Units and

Shares That MayYet Be Redeemed/

PurchasedUnder the Program

Redemptions1 January 1, 2019—March 31, 2019 1,203 $ 6.00 April 1, 2019—June 30, 2019 97 5.45 July 1, 2019—September 30, 2019 73 5.24 October 1, 2019—December 31, 2019 35 5.57

Total Redemptions 1,408 $ 5.91 Repurchases2

January 1, 2019—March 31, 2019 233 $ 5.30 April 1, 2019—June 30, 2019 — — July 1, 2019—September 30, 2019 — — October 1, 2019—December 31, 2019 — —

Total Repurchases 233 $ 5.30 Total Redemptions and Repurchases 1,641 $ 5.82 $ 256,691

3 During the year ended December 31, 2019, the Company redeemed 1.4 million LPUs at an aggregate redemption price of $8.0 million for a weighted-average price of$5.92 per unit and 56.9 thousand FPUs at an aggregate redemption price of $320.6 thousand for a weighted-average price of $5.64 per unit. During the year endedDecember 31, 2018, the Company redeemed 9.2 million LPUs at an aggregate redemption price of $116.5 million for a weighted-average price of $12.61 per unit andapproximately 108.9 thousand FPUs at an aggregate redemption price of $1.4 million for a weighted-average price of $12.86 per unit. The table above does not includeunits redeemed/cancelled in connection with the grant of 10.1 million shares and 6.8 million shares of BGC Class A common stock during the years ended December 31,2019 and 2018, respectively, nor the limited partnership interests exchanged for 4.4 million and 2.6 million shares of BGC Class A common stock during the yearsended December 31, 2019 and 2018, respectively.

4 During the year ended December 31, 2019, the Company repurchased 0.2 million shares of BGC Class A common stock at an aggregate price of $1.2 million forweighted-average price of $5.30 per share. During the year ended December 31, 2018, the Company repurchased approximately 0.8 million shares of BGC Class Acommon stock at an aggregate price of $10.4 million for a weighted-average price of $13.23 per share.

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Redeemable Partnership Interest

The changes in the carrying amount of FPUs for the years ended December 31, 2019 and 2018 were as follows (in thousands):

Year Ended December 31, 2019 2018

Balance at beginning of period $ 24,706 $ 46,415 Consolidated net income allocated to FPUs 1,942 8,135 Spin-Off — (22,994)Earnings distributions (1,942) (5,399)FPUs exchanged (980) (1,192)FPUs redeemed (88) (259)

Balance at end of period $ 23,638 $ 24,706

8. Securities Owned

Securities owned primarily consist of unencumbered U.S. Treasury bills held for liquidity purposes. Total Securities owned were $57.5 million as of December 31, 2019and $58.4 million as of December 31, 2018. For additional information, see Note 13—“Fair Value of Financial Assets and Liabilities.”

9. Collateralized Transactions

Repurchase Agreements

Securities sold under Repurchase Agreements are accounted for as collateralized financing transactions and are recorded at the contractual amount for which thesecurities will be repurchased, including accrued interest. As of December 31, 2019, Cantor did not facilitate any Repurchase Agreements between the Company and Cantor. Asof December 31, 2018, Cantor facilitated Repurchase Agreements between the Company and Cantor in the amount of $1.0 million for the purpose of financing fails. U.S.Treasury or other fixed income securities were provided to Cantor as collateral for the fair value of the Repurchase Agreements.

Securities Loaned

As of December 31, 2019, the Company had Securities loaned transactions of $13.9 million with Cantor. The fair value of the securities loaned was $13.9 million. As ofDecember 31, 2019, the cash collateral received from Cantor bore an annual interest rate of 2.45%. As of December 31, 2018, the Company had Securities loaned transactionsof $15.1 million with Cantor. The fair value of the securities loaned was $15.3 million. As of December 31, 2018, the cash collateral received from Cantor bore an annualinterest rate of 2.94%. These transactions have no stated maturity date.

10. Marketable Securities

Marketable securities consist of the Company’s ownership of equity securities carried at fair value in accordance with ASU 2016-01. The securities had a fair value of$14.2 million and $32.1 million as of December 31, 2019 and 2018, respectively.

These equity securities are measured at fair value, with any changes in fair value recognized in earnings and included in “Other income (loss)” in the Company’sconsolidated statements of operations. During the years ended December 31, 2019, 2018 and 2017, the Company recognized realized and unrealized net gains of $6.7 million,$9.5 million and $24.0 million, respectively, related to sales of shares, the mark-to-market adjustments on shares and any related hedging transactions, when applicable.

During the years ended December 31, 2019 and 2018, the Company sold marketable securities with a fair value of $24.6 million and $128.0 million, respectively, at thetime of sale. The Company did not purchase any marketable securities during the years ended December 31, 2019 and 2018.

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11. Receivables from and Payables to Broker-Dealers, Clearing Organizations, Customers and Related Broker-Dealers

Receivables from and payables to broker-dealers, clearing organizations, customers and related broker-dealers primarily represent amounts due for undeliveredsecurities, cash held at clearing organizations and exchanges to facilitate settlement and clearance of matched principal transactions, spreads on matched principal transactionsthat have not yet been remitted from/to clearing organizations and exchanges and amounts related to open derivative contracts, including derivative contracts into which theCompany may enter to minimize the effect of price changes of the Company’s marketable securities (see Note 12—“Derivatives”). As of December 31, 2019 and December 31,2018, Receivables from and payables to broker-dealers, clearing organizations, customers and related broker-dealers consisted of the following (in thousands):

December 31, 2019 December 31, 2018 Receivables from broker-dealers, clearing organizations, customers and related broker-dealers:

Contract values of fails to deliver $ 400,713 $ 660,995 Receivables from clearing organizations 134,163 269,549 Other receivables from broker-dealers and customers 12,769 7,561 Net pending trades 1,932 1,782 Open derivative contracts 1,868 1,979

Total $ 551,445 $ 941,866 Payables to broker-dealers, clearing organizations, customers and related broker-dealers:

Contract values of fails to receive $ 389,458 $ 636,705 Payables to clearing organizations 11,005 30,043 Other payables to broker-dealers and customers 11,950 11,956 Open derivative contracts 4,153 91,129

Total $ 416,566 $ 769,833

A portion of these receivables and payables are with Cantor. See Note 14—“Related Party Transactions” for additional information related to these receivables and

payables.

Substantially all open fails to deliver, open fails to receive and pending trade transactions as of December 31, 2019 have subsequently settled at the contracted amounts.

12. Derivatives

In the normal course of operations, the Company enters into derivative contracts. These derivative contracts primarily consist of foreign exchange swaps, foreignexchange/commodities options, futures and forwards. The Company enters into derivative contracts to facilitate client transactions, hedge principal positions and facilitatehedging activities of affiliated companies.

Derivative contracts can be exchange-traded or OTC. Exchange-traded derivatives typically fall within Level 1 or Level 2 of the fair value hierarchy depending onwhether they are deemed to be actively traded or not. The Company generally values exchange-traded derivatives using their closing prices. OTC derivatives are valued usingmarket transactions and other market evidence whenever possible, including market-based inputs to models, broker or dealer quotations or alternative pricing sources withreasonable levels of price transparency. For OTC derivatives that trade in liquid markets, such as forwards, swaps and options, model inputs can generally be verified and modelselection does not involve significant management judgment. Such instruments are typically classified within Level 2 of the fair value hierarchy.

The Company does not designate any derivative contracts as hedges for accounting purposes. U.S. GAAP guidance requires that an entity recognize all derivativecontracts as either assets or liabilities in the consolidated statements of financial condition and measure those instruments at fair value. The fair value of all derivative contractsis recorded on a net-by-counterparty basis where a legal right to offset exists under an enforceable netting agreement. Derivative contracts are recorded as part of “Receivablesfrom broker-dealers, clearing organizations, customers and related broker-dealers” and “Payables to broker-dealers, clearing organizations, customers and related broker-dealers” in the Company’s consolidated statements of financial condition.

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The fair value of derivative contracts, computed in accordance with the Company’s netting policy, is set forth below (in thousands):

December 31, 2019 December 31, 2018

Derivative contract Assets Liabilities Notional

Amounts1   Assets Liabilities Notional

Amounts1  FX/commodities options $ 26 $ — $ 4,487 $ 39 $ 88,016 $ 4,745,428 Forwards 564 1,285 110,051 236 639 79,008 FX swaps 1,278 2,244 555,519 1,611 2,072 482,295 Futures — 624 11,106,203 93 402 13,067,925

Total $ 1,868 $ 4,153 $ 11,776,260 $ 1,979 $ 91,129 $ 18,374,656

1 Notional amounts represent the sum of gross long and short derivative contracts, an indication of the volume of the Company’s derivative activity, and does notrepresent anticipated losses.

Certain of the Company’s FX swaps are with Cantor. See Note 14—“Related Party Transactions” for additional information related to these transactions.

The replacement cost of contracts in a gain position were $1.9 million and $2.0 million, as of December 31, 2019 and 2018, respectively.

The following tables present information about the offsetting of derivative instruments as of December 31, 2019 and 2018 (in thousands):

December 31, 2019

Net AmountsPresented

in the

Gross

Amounts

GrossAmounts

Offset

Statementsof FinancialCondition

Assets FX/commodities options $ 26 $ — $ 26 Forwards 706 (142) 564 FX swaps 1,672 (394) 1,278 Futures 2,044 (2,044) —

Total derivative assets $ 4,448 $ (2,580) $ 1,868 Liabilities FX swaps $ 2,638 $ (394) $ 2,244 Forwards 1,427 (142) 1,285 Futures 2,668 (2,044) 624

Total derivative assets $ 6,733 $ (2,580) $ 4,153

December 31, 2018

Net AmountsPresented

in the

Gross

Amounts

GrossAmounts

Offset

Statementsof FinancialCondition

Assets FX/commodities options $ 482,751 $ (482,712) $ 39 Forwards 253 (17) 236 FX swaps 1,938 (327) 1,611 Futures 57,479 (57,386) 93

Total derivative assets $ 542,421 $ (540,442) $ 1,979 Liabilities FX/commodities options $ 570,728 $ (482,712) $ 88,016 FX swaps 2,399 (327) 2,072 Forwards 656 (17) 639 Futures 57,788 (57,386) 402

Total derivative liabilities $ 631,571 $ (540,442) $ 91,129

There were no additional balances in gross amounts not offset as of December 31, 2019 and December 31, 2018, respectively.

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The change in fair value of derivative contracts is reported as part of “Principal transactions” in the Company’s consolidated statements of operations. The change in fair

value of equity options related to marketable securities is included as part of “Other income (loss)” in the Company’s consolidated statements of operations.

The table below summarizes gains and losses on derivative contracts for the years ended December 31, 2019, 2018 and 2017 (in thousands):

Year Ended December 31, Derivative contract 2019 2018 2017 FX/commodities options $ 252 $ 14,657 $ 12,852 Futures 15,316 16,484 8,306 Forwards (3,597) (222) (38)FX swaps 2,340 1,271 1,332 Equity options 318 102 591 Interest rate swaps — (5) 47

Gains (losses) $ 14,629 $ 32,287 $ 23,090

13. Fair Value of Financial Assets and Liabilities

Fair Value Measurements on a Recurring Basis

U.S. GAAP guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highestpriority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3measurements). The three levels of the fair value hierarchy are as follows:

Level 1 measurements—Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2 measurements—Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly.

Level 3 measurements—Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

As required by U.S. GAAP guidance, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair valuemeasurement.

The following tables set forth by level within the fair value hierarchy financial assets and liabilities accounted for at fair value under U.S. GAAP guidance (inthousands):

Assets at Fair Value at December 31, 2019

Level 1 Level 21   Level 3 Netting andCollateral Total

Marketable securities $ 14,228 $ — $ — $ — $ 14,228 Government debt 56,761 — — — 56,761 Securities owned—Equities 36 — — — 36 FX/commodities options 26 — — — 26 Forwards — 706 — (142) 564 FX swaps — 1,672 — (394) 1,278 Futures — 2,044 — (2,044) — Corporate Bonds — 728 — — 728

Total $ 71,051 $ 5,150 $ — $ (2,580) $ 73,621

1 In addition, the Company has equity securities with a fair value of approximately $82.5 million, which are presented in “Other Assets” in the Company’s consolidatedstatements of financial condition as of December 31, 2019. These investments are remeasured to fair value on a non-recurring basis and are classified within Level 2 inthe fair value hierarchy. See section below titled “Fair Value Measurements on a Non-Recurring Basis” for additional information.

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Liabilities at Fair Value at December 31, 2019

Level 1 Level 2 Level 3 Netting andCollateral Total

FX/commodities options $ — $ — $ — $ — $ — FX swaps — 2,638 — (394) 2,244 Forwards — 1,427 — (142) 1,285 Futures — 2,668 — (2,044) 624 Contingent consideration — — 42,159 — 42,159

Total $ — $ 6,733 $ 42,159 $ (2,580) $ 46,312

Assets at Fair Value at December 31, 2018

Level 1 Level 2 Level 3 Netting andCollateral Total

Marketable securities $ 32,064 $ — $ — $ — $ 32,064 Government debt 57,788 — — — 57,788 Securities owned—Equities 620 — — — 620 FX/commodities options 482,751 — — (482,712) 39 Forwards — 253 — (17) 236 FX swaps — 1,938 — (327) 1,611 Futures — 57,479 — (57,386) 93

Total $ 573,223 $ 59,670 $ — $ (540,442) $ 92,451

Liabilities at Fair Value at December 31, 2018

Level 1 Level 2 Level 3 Netting andCollateral Total

FX/commodities options $ 570,728 $ — $ — $ (482,712) $ 88,016 FX swaps — 2,399 — (327) 2,072 Forwards — 656 — (17) 639 Futures — 57,788 — (57,386) 402 Contingent consideration — — 45,984 — 45,984

Total $ 570,728 $ 60,843 $ 45,984 $ (540,442) $ 137,113

Level 3 Financial Liabilities

Changes in Level 3 liabilities measured at fair value on a recurring basis for the year ended December 31, 2019 were as follows (in thousands):

OpeningBalance

Total realizedand

unrealized(gains) lossesincluded inNet income

(loss)  

Unrealized(gains) lossesincluded in

OtherComprehensive

Income (loss) Purchases/Issuances

Sales/Settlements

ClosingBalance at

December 31,2019

Unrealized(gains) lossesfor the period

on Level 3Assets /

LiabilitiesOutstanding atDecember 31,

2019

Liabilities Accounts payable, accrued and other liabilities: Contingent consideration1 $ 45,984 $ 5,622 $ (3) $ — $ (9,444) $ 42,159 $ 5,622

1 Realized and unrealized gains (losses) are reported in “Other expenses” and “Other income (loss),” as applicable, in the Company’s consolidated statements ofoperations.

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Changes in Level 3 liabilities measured at fair value on a recurring basis for the year ended December 31, 2018 were as follows (in thousands):

OpeningBalance

Total realizedand

unrealized(gains) lossesincluded inNet income

(loss)  

Unrealized(gains) lossesincluded in

OtherComprehensive

Income (loss) Purchases/Issuances

Sales/Settlements

ClosingBalance at

December 31,2018

Unrealized(gains) lossesfor the period

on Level 3Assets /

LiabilitiesOutstanding atDecember 31,

2018

Liabilities Accounts payable, accrued and other liabilities: Contingent consideration1 $ 41,385 $ (1,586) $ 1,401 $ 17,995 $ (13,581) $ 45,984 $ (776)

1 Realized and unrealized gains (losses) are reported in “Other expenses” and “Other income (loss),” as applicable, in the Company’s consolidated statements ofoperations.

Quantitative Information About Level 3 Fair Value Measurements on a Recurring Basis

The following tables present quantitative information about the significant unobservable inputs utilized by the Company in the fair value measurement of Level 3liabilities measured at fair value on a recurring basis (in thousands):

Fair Value as of December 31, 2019 Assets Liabilities Valuation Technique Unobservable Inputs Range Weighted Average

Contingent consideration $ — $ 42,159

Present valueof expectedpayments

Discount rate,probability of

meeting earnoutand contingencies

9.2%-10.3%

70%-100%

9.8%  

90.2% (1)

Fair Value as of December 31, 2018 Assets Liabilities Valuation Technique Unobservable Inputs Range Weighted Average

Contingent consideration $ — $ 45,984

Present valueof expectedpayments

Discount rate,probability of

meeting earnoutand contingencies

9.2%-10.3%

75%-100%

9.6%  

95.1% (1)

1 The probability of meeting the earnout targets as of December 31, 2019 and 2018 was based on the acquired businesses’ projected future financial performance,including revenues.

Information About Uncertainty of Level 3 Fair Value Measurements

The significant unobservable inputs used in the fair value of the Company’s contingent consideration are the discount rate and forecasted financial information.Significant increases (decreases) in the discount rate would have resulted in a significantly lower (higher) fair value measurement. Significant increases (decreases) in theforecasted financial information would have resulted in a significantly higher (lower) fair value measurement. As of December 31, 2019 and 2018, the present value of expectedpayments related to the Company’s contingent consideration was $42.2 million and $46.0 million, respectively. The undiscounted value of the payments, assuming that allcontingencies are met, would be $54.0 million and $66.1 million, respectively.

Fair Value Measurements on a Non-Recurring Basis

Pursuant to the new recognition and measurement guidance for equity investments, effective January 1, 2018, equity investments carried under the measurementalternative are remeasured at fair value on a non-recurring basis to reflect observable transactions which occurred during the period. The Company applied the measurementalternative to equity securities with the fair value of approximately $82.5 million and $55.8 million, which were included in “Other assets” in the Company’s consolidatedstatements of financial condition as of December 31, 2019 and 2018, respectively. These investments are classified within Level 2 in the fair value hierarchy, because theirestimated fair value is based on valuation methods using the observable transaction price at the transaction date.

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14. Related Party Transactions

Service Agreements

Throughout Europe and Asia, the Company provides Cantor with administrative services, technology services and other support, for which it charges Cantor based onthe cost of providing such services plus a mark-up, generally 7.5%. In the U.K., the Company provides these services to Cantor through Tower Bridge. The Company owns 52%of Tower Bridge and consolidates it, and Cantor owns 48%. Cantor’s interest in Tower Bridge is reflected as a component of “Noncontrolling interest in subsidiaries” in theCompany’s consolidated statements of financial condition, and the portion of Tower Bridge’s income attributable to Cantor is included as part of “Net income (loss) fromcontinuing operations attributable to noncontrolling interest in subsidiaries” in the Company’s consolidated statements of operations. In the U.S., the Company provides Cantorwith technology services, for which it charges Cantor based on the cost of providing such services.

The administrative services agreement provides that direct costs incurred are charged back to the service recipient. Additionally, the service recipient generallyindemnifies the service provider for liabilities that it incurs arising from the provision of services, other than liabilities arising from fraud or willful misconduct of the serviceprovider. In accordance with the administrative service agreement, the Company has not recognized any liabilities related to services provided to affiliates.

For the years ended December 31, 2019, 2018 and 2017, Cantor’s share of the net profit in Tower Bridge was $3.1 million, $1.1 million and $0.5 million, respectively.

On September 21, 2018, the Company entered into agreements to provide a guarantee and related obligation to Tower Bridge in connection with an office lease for theCompany’s headquarters in London. The Company is obligated to guarantee the obligations of Tower Bridge in the event of certain defaults under the applicable lease andancillary arrangements. In July 2018, the Audit Committee also authorized management of the Company to enter into similar guarantees or provide other forms of credit supportto Tower Bridge or other affiliates of the Company from time to time in the future in similar circumstances and on similar terms and conditions.

For the years ended December 31, 2019, 2018 and 2017, the Company recognized related party revenues of $29.4 million, $24.1 million and $27.1 million, respectively,for the services provided to Cantor. These revenues are included as part of “Fees from related parties” in the Company’s consolidated statements of operations.

In the U.S., Cantor and its affiliates provide the Company with administrative services and other support for which Cantor charges the Company based on the cost ofproviding such services. In connection with the services Cantor provides, the Company and Cantor entered into an employee lease agreement whereby certain employees ofCantor are deemed leased employees of the Company. For the years ended December 31, 2019, 2018 and 2017, the Company was charged $59.1 million, $52.4 million and$43.6 million, respectively, for the services provided by Cantor and its affiliates, of which $39.8 million, $32.2 million and $27.8 million, respectively, were to covercompensation to leased employees for the years ended December 31, 2019, 2018 and 2017. The fees charged by Cantor for administrative and support services, other than thoseto cover the compensation costs of leased employees, are included as part of “Fees to related parties” in the Company’s consolidated statements of operations. The fees chargedby Cantor to cover the compensation costs of leased employees are included as part of “Compensation and employee benefits” in the Company’s consolidated statements ofoperations.

Newmark IPO and Spin-Off

The Separation and Distribution Agreement sets forth the agreements among BGC, Cantor, Newmark and their respective subsidiaries. For additional information, seeNote 1—“Organization and Basis of Presentation.”

As a result of the Separation, the limited partnership interests in Newmark Holdings were distributed to the holders of limited partnership interests in BGC Holdings,including Cantor, whereby each holder of BGC Holdings limited partnership interests at that time held a BGC Holdings limited partnership interest and a correspondingNewmark Holdings limited partnership interest, which is equal to a BGC Holdings limited partnership interest multiplied by the Contribution Ratio, divided by the ExchangeRatio. For additional information, see Note 2—“Limited Partnership Interests in BGC Holdings and Newmark Holdings.”

In addition, CF&Co, a wholly-owned subsidiary of Cantor, was an underwriter of the Newmark IPO. Pursuant to the underwriting agreement, Newmark paid CF&Co5.5% of the gross proceeds from the sale of shares of Newmark Class A common stock sold by Cantor in connection with the Newmark IPO.

On November 30, 2018, the Company completed the Spin-Off. BGC Partners’ stockholders, including Cantor, as of the Record Date received in the Spin-Off 0.463895of a share of Newmark Class A common stock for each share of BGC Class A common stock held as of the Record Date, and 0.463895 of a share of Newmark Class B commonstock for each share of BGC Class B common stock held as of the Record Date. In the aggregate, BGC distributed 131.9 million shares of Newmark Class A common stock and21.3 million shares of Newmark Class B common to BGC’s stockholders in the Spin-Off. As Cantor and CFGM held 100% of the shares of BGC Class B common stock as ofthe Record Date, Cantor and CFGM were distributed 100% of the shares of Newmark Class B common stock in the Spin-Off. In addition, on November 30, 2018, BGC Partnersalso caused its subsidiary BGC Holdings to complete the BGC Holdings Distribution (see “Investment in Newmark” below).

Following the Spin-Off and the BGC Holdings Distribution, BGC Partners ceased to be a controlling stockholder of Newmark, and BGC and its subsidiaries no longerheld any shares of Newmark common stock or equity interests in Newmark or its subsidiaries. Cantor continues to control Newmark and its subsidiaries following the Spin-Offand the BGC Holdings Distribution. See Note 1—“Organization and Basis of Presentation” for additional information.

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Subsequent to the Spin-Off, there are remaining partners who hold limited partnership interests in BGC Holdings who are Newmark employees, and there are remaining

partners who hold limited partnership interests in Newmark Holdings who are BGC employees. These limited partnership interests represent interests that were held prior to theNewmark IPO or were distributed in connection with the Separation. Following the Newmark IPO, employees of BGC and Newmark only receive limited partnership interestsin BGC Holdings and Newmark Holdings, respectively. As a result of the Spin-Off, as the existing limited partnership interests in BGC Holdings held by Newmark employeesand the existing limited partnership interests in Newmark Holdings held by BGC employees are exchanged/redeemed, the related capital can be contributed to and from Cantor,respectively.

Investment in Newmark

On March 7, 2018, in the Investment in Newmark, BGC Partners and its operating subsidiaries purchased 16.6 million newly issued exchangeable limited partnershipinterests of Newmark Holdings for approximately $242.0 million. The price per Newmark Holdings interest was based on the $14.57 closing price of Newmark Class Acommon stock on March 6, 2018 as reported on the Nasdaq Global Select Market. These newly-issued Newmark Holdings interests were exchangeable, at BGC’s discretion,into either shares of Newmark Class A common stock or shares of Newmark Class B common stock. BGC made the Investment in Newmark pursuant to an InvestmentAgreement dated as of March 6, 2018 by and among BGC, BGC Holdings, BGC U.S. OpCo, BGC Global OpCo, Newmark, Newmark Holdings and Newmark OpCo. TheInvestment in Newmark and related transactions were approved by the Audit Committees and Boards of Directors of BGC and Newmark. BGC and its subsidiaries funded theInvestment in Newmark using the proceeds of its CEO Program. Newmark used the proceeds to repay the balance of the outstanding principal amount under its unsecured seniorterm loan credit agreement with Bank of America, N.A., as administrative agent, and a syndicate of lenders, that was guaranteed by BGC. In addition, in accordance with theSeparation and Distribution Agreement, BGC owned 7.0 million limited partnership interests in the Newmark OpCo immediately prior to the Spin-Off, as a result of otherissuances of BGC Class A common stock primarily related to the redemption of LPUs in BGC Holdings and Newmark Holdings.

Prior to and in connection with the Spin-Off, 15.1 million Newmark Holdings interests held by BGC were exchanged into 9.4 million shares of Newmark Class Acommon stock and 5.4 million shares of Newmark Class B common stock, and 7.0 million Newmark OpCo interests, held by BGC were exchanged into 6.9 million shares ofNewmark Class A common stock. These shares of Newmark Class A and Newmark Class B common stock were included in the Spin-Off to BGC’s stockholders. On November30, 2018, BGC Partners also caused its subsidiary, BGC Holdings, to distribute in the BGC Holdings Distribution pro rata all of the 1.5 million exchangeable interests ofNewmark Holdings held by BGC Holdings immediately prior to the effective time of the BGC Holdings Distribution to its limited partners entitled to receive distributions ontheir BGC Holdings units who were holders of record of such units as of the Record Date (including Cantor and executive officers of BGC). The Newmark Holdings interestsdistributed to BGC Holdings partners in the BGC Holdings Distribution are exchangeable for shares of Newmark Class A common stock, and, in the case of the 0.4 millionNewmark Holdings interests received by Cantor, also into shares of Newmark Class B common stock, at the current Exchange Ratio of 0.9400 shares of Newmark commonstock per Newmark Holdings interest (subject to adjustment). See Note 1—“Organization and Basis of Presentation” for additional information.

CF Real Estate Finance Holdings, L.P

Contemporaneously with the Berkeley Point Acquisition, on September 8, 2017, the Company invested $100.0 million in a newly formed commercial real estate-relatedfinancial and investment business, Real Estate L.P., which is controlled and managed by Cantor. Real Estate L.P. may conduct activities in any real estate related business orasset backed securities-related business or any extensions thereof and ancillary activities thereto. The investment in Real Estate L.P. is a Newmark investment and was part ofthe Spin-Off on November 30, 2018.

Lucera

On October 25, 2016, the Board and Audit Committee authorized the purchase of 9,000 Class B Units of Lucera, representing all of the issued and outstanding Class BUnits of Lucera not already owned by the Company. On November 4, 2016, the Company completed this transaction. As a result of this transaction, the Company owns 100% ofthe ownership interests in Lucera.

In the purchase agreement, Cantor agreed, subject to certain exceptions, not to solicit certain senior executives of Lucera’s business and was granted the right to be acustomer of Lucera’s businesses on the best terms made available to any other customer. The aggregate purchase price paid by the Company to Cantor consisted ofapproximately $24.2 million in cash plus a $4.8 million post-closing adjustment determined after closing based on netting Lucera’s expenses paid by Cantor after May 1, 2016against accounts receivable owed to Lucera by Cantor for access to Lucera’s business from May 1, 2016 through the closing date. The Company previously had a 20%ownership interest in Lucera and accounted for its investment using the equity method. The purchase has been accounted for as a transaction between entities under commoncontrol.

During the years ended December 31, 2019, 2018 and 2017, respectively, Lucera had $0.4 million, $0.8 million and $1.2 million in related party revenues from Cantor.These revenues are included in “Data, software and post-trade” in the Company’s consolidated statements of operations.

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Clearing Agreement with Cantor

The Company receives certain clearing services from Cantor pursuant to its clearing agreement. These clearing services are provided in exchange for payment by theCompany of third-party clearing costs and allocated costs. The costs associated with these payments are included as part of “Fees to related parties” in the Company’sconsolidated statements of operations. The costs for these services are included as part of the charges to BGC for services provided by Cantor and its affiliates as discussed in“Service Agreements” above.

Other Agreements with Cantor

The Company is authorized to enter into short-term arrangements with Cantor to cover any failed U.S. Treasury securities transactions and to share equally in any netincome resulting from such transactions, as well as any similar clearing and settlement issues. As of December 31, 2019, Cantor did not facilitate any Repurchase Agreementsbetween the Company and Cantor. As of December 31, 2018, Cantor facilitated Repurchase Agreements between the Company and Cantor in the amount of $1.0 million for thepurpose of financing fails.

To more effectively manage the Company’s exposure to changes in FX rates, the Company and Cantor have agreed to jointly manage the exposure. As a result, theCompany is authorized to divide the quarterly allocation of any profit or loss relating to FX currency hedging between Cantor and the Company. The amount allocated to eachparty is based on the total net exposure for the Company and Cantor. The ratio of gross exposures of Cantor and the Company is utilized to determine the shares of profit or lossallocated to each for the period. During the years ended December 31, 2019, 2018 and 2017, the Company recognized its share of FX gains of $0.3 million, losses of $1.6million and losses of $2.5 million, respectively. These gains and losses are included as part of “Other expenses” in the Company’s consolidated statements of operations.

Pursuant to the separation agreement relating to the Company’s acquisition of certain BGC businesses from Cantor in 2008, Cantor has a right, subject to certainconditions, to be the Company’s customer and to pay the lowest commissions paid by any other customer, whether by volume, dollar or other applicable measure. In addition,Cantor has an unlimited right to internally use market data from the Company without any cost. Any future related party transactions or arrangements between the Company andCantor are subject to the prior approval by the Audit Committee. During the years ended December 31, 2019, 2018 and 2017, the Company recorded revenues from Cantorentities of $0.2 million, $0.3 million and $0.3 million, respectively, related to commissions paid to the Company by Cantor. These revenues are included as part of“Commissions” in the Company’s consolidated statements of operations.

The Company and Cantor are authorized to utilize each other’s brokers to provide brokerage services for securities not brokered by such entity, so long as, unlessotherwise agreed, such brokerage services were provided in the ordinary course and on terms no less favorable to the receiving party than such services are provided to typicalthird-party customers.

In August 2013, the Audit Committee authorized the Company to invest up to $350.0 million in an asset-backed commercial paper program for which certain Cantorentities serve as placement agent and referral agent. The program issues short-term notes to money market investors and is expected to be used by the Company from time totime as a liquidity management vehicle. The notes are backed by assets of highly rated banks. The Company is entitled to invest in the program so long as the program meetsinvestment policy guidelines, including policies related to ratings. Cantor will earn a spread between the rate it receives from the short-term note issuer and the rate it pays to theCompany on any investments in this program. This spread will be no greater than the spread earned by Cantor for placement of any other commercial paper note in the program.As of December 31, 2019 and December 31, 2018, the Company did not have any investments in the program.

On June 5, 2015, the Company entered into the Exchange Agreement with Cantor providing Cantor, CFGM and other Cantor affiliates entitled to hold BGC Class Bcommon stock the right to exchange from time to time, on a one-to-one basis, subject to adjustment, up to an aggregate of 34,649,693 shares of BGC Class A common stocknow owned or subsequently acquired by such Cantor entities for up to an aggregate of 34,649,693 shares of BGC Class B common stock. Such shares of BGC Class B commonstock, which currently can be acquired upon the exchange of Cantor units owned in BGC Holdings, are already included in the Company’s fully diluted share count and will notincrease Cantor’s current maximum potential voting power in the common equity. The Exchange Agreement enabled the Cantor entities to acquire the same number of shares ofBGC Class B common stock that they were already entitled to acquire without having to exchange its Cantor units in BGC Holdings. The Audit Committee and Boarddetermined that it was in the best interests of the Company and its stockholders to approve the Exchange Agreement because it will help ensure that Cantor retains its units inBGC Holdings, which is the same partnership in which the Company’s partner employees participate, thus continuing to align the interests of Cantor with those of the partneremployees.

On November 23, 2018, in the Class B Issuance, BGC Partners issued 10,323,366 shares of BGC Partners Class B common stock to Cantor and 712,907 shares of BGCPartners Class B common stock to CFGM, in each case in exchange for shares of BGC Class A common stock owned by Cantor and CFGM, respectively, on a one-to-one basispursuant to the Exchange Agreement. Pursuant to the Exchange Agreement, no additional consideration was paid to BGC Partners by Cantor or CFGM for the Class B Issuance.The Class B Issuance was exempt from the Securities Act. Following this exchange, Cantor and its affiliates have the right to exchange under the Exchange Agreement up to anaggregate of 23,613,420 shares of BGC Class A common stock, now owned or subsequently acquired, or its Cantor units in BGC Holdings, into shares of BGC Class B commonstock. As of December 31, 2019, Cantor and CFGM do not own any shares of BGC Class A common stock.

The Company and Cantor have agreed that any shares of BGC Class B common stock issued in connection with the Exchange Agreement would be deducted from theaggregate number of shares of BGC Class B common stock that may be issued to the Cantor entities upon exchange of Cantor units in BGC Holdings. Accordingly, the Cantorentities will not be entitled to receive any more shares of BGC Class B common stock under this agreement than they were previously eligible to receive upon exchange ofexchangeable limited partnership units.

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On April 21, 2017, the Company entered into the Credit Facility. BGC agreed to lend $150.0 million under the Credit Facility to an affiliate of Cantor. On September 8,

2017, the outstanding balance of $150.0 million was repaid in its entirety. The Credit Facility was terminated on March 19, 2018, therefore, there were no borrowingsoutstanding as of December 31, 2019 and 2018. The Company recorded interest income related to the Credit Facility loan of $2.6 million for the year ended December 31, 2017.The Company did not record any interest income or expense related to the Credit Facility for the year ended December 31, 2019 and 2018.

On March 19, 2018, the Company entered into the BGC Credit Agreement with Cantor. The BGC Credit Agreement provides for each party and certain of itssubsidiaries to issue loans to the other party or any of its subsidiaries in the lender’s discretion in an aggregate principal amount up to $250.0 million outstanding at any time.The BGC Credit Agreement replaced the previous Credit Facility between BGC and an affiliate of Cantor, and was approved by the Audit Committee. On March 19, 2018, theCompany borrowed $150.0 million under the BGC Credit Agreement with Cantor and loaned Newmark $150.0 million under the Intercompany Credit Agreement on the sameday. On August 6, 2018, the Company entered into an amendment to the BGC Credit Agreement, which increased the aggregate principal amount that could be loaned to theother party or any of its subsidiaries from $250.0 million to $400.0 million that can be outstanding at any time. The BGC Credit Agreement will mature on the earlier to occur of(a) March 19, 2020, after which the maturity date of the BGC Credit Agreement will continue to be extended for successive one-year periods unless prior written notice of non-extension is given by a lending party to a borrowing party at least six months in advance of such renewal date and (b) the termination of the BGC Credit Agreement by eitherparty pursuant to its terms. The outstanding amounts under the BGC Credit Agreement will bear interest for any rate period at a per annum rate equal to the higher of BGC’s orCantor’s short-term borrowing rate in effect at such time plus 1.00%. As of December 31, 2019 and 2018, there were no borrowings by BGC or Cantor outstanding under thisAgreement. BGC repaid Cantor all borrowings under the BGC Credit Agreement as of October 4, 2018. All borrowings outstanding under the Intercompany Credit Agreementwere repaid by Newmark as of November 7, 2018. The Company recorded interest expense related to the BGC Credit Agreement of $3.9 million for the year endedDecember 31, 2018, of which $3.5 million, was allocated to discontinued operations in the Company’s consolidated statements of operations. The Company did not record anyinterest income or interest expense related to the agreement for the year ended December 31, 2019.

As part of the Company’s cash management process, the Company may enter into tri-party reverse repurchase agreements and other short-term investments, some ofwhich may be with Cantor. As of December 31, 2019 and 2018, the Company had no reverse repurchase agreements.

Receivables from and Payables to Related Broker-Dealers

Amounts due to or from Cantor and Freedom International Brokerage, one of the Company’s equity method investments, are for transactional revenues under atechnology and services agreement with Freedom International Brokerage, as well as for open derivative contracts. These are included as part of “Receivables from broker-dealers, clearing organizations, customers and related broker-dealers” or “Payables to broker-dealers, clearing organizations, customers and related broker-dealers” in theCompany’s consolidated statements of financial condition. As of December 31, 2019 and 2018, the Company had receivables from Freedom International Brokerage of $1.3million and $1.4 million, respectively. As of December 31, 2019 and 2018, the Company had $1.3 million and $1.6 million, respectively, in receivables from Cantor related toopen derivative contracts. As of December 31, 2019 and 2018, the Company had $2.0 million and $2.1 million, respectively, in payables to Cantor related to open derivativecontracts. As of December 31, 2019, the Company had $2.3 million in payables to Cantor related to fails and pending trades. As of December 31, 2018, the Company did nothave any receivables from or payables to Cantor related to fails and pending trades.

Loans, Forgivable Loans and Other Receivables from Employees and Partners, Net

The Company has entered into various agreements with certain employees and partners whereby these individuals receive loans which may be either wholly or in partrepaid from the distribution earnings that the individuals receive on some or all of their LPUs or may be forgiven over a period of time. The forgivable portion of these loans isrecognized as compensation expense over the life of the loan. From time to time, the Company may also enter into agreements with employees and partners to grant bonus andsalary advances or other types of loans. These advances and loans are repayable in the timeframes outlined in the underlying agreements.

As of December 31, 2019 and 2018, the aggregate balance of employee loans, net, was $315.6 million and $216.9 million, respectively, and is included as “Loans,forgivable loans and other receivables from employees and partners, net” in the Company’s consolidated statements of financial condition. Compensation expense for the above-mentioned employee loans for the years ended December 31, 2019, 2018 and 2017 was $35.7 million, $13.0 million and $26.9 million, respectively. The compensation expenserelated to these employee loans is included as part of “Compensation and employee benefits” in the Company’s consolidated statements of operations.

Interest income on the above-mentioned employee loans for the years ended December 31, 2019, 2018 and 2017 was $4.8 million, $3.6 million and $2.8 million,respectively. The interest income related to these employee loans is included as part of “Interest income” in the Company’s consolidated statements of operations.

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CEO Program and Other Transactions with CF&Co

As discussed in Note 7—“Stock Transactions and Unit Redemptions,” the Company has entered into the November 2014, April 2017, and March 2018 Sales Agreementwith CF&Co, as the Company’s sales agent related to the CEO Program. During the year ended December 31, 2019, the Company sold 0.9 million shares under its SalesAgreements with CF&Co for aggregate proceeds of $5.3 million, at a weighted-average price of $6.17 per share. During the year ended December 31, 2018, the Company sold33.8 million shares under its Sales Agreements for aggregate proceeds of $447.8 million, at a weighted-average price of $13.26 per share. For the years ended December 31,2019, 2018 and 2017, the Company was charged approximately $0.1 million, $9.0 million and $1.4 million, respectively, for services provided by CF&Co related to theCompany’s Sales Agreements with CF&Co. The net proceeds of the shares sold are included as part of “Additional paid-in capital” in the Company’s consolidated statements offinancial condition.

The Company has engaged CF&Co and its affiliates to act as financial advisor in connection with one or more third-party business combination transactions as requestedby the Company on behalf of its affiliates from time to time on specified terms, conditions and fees. The Company may pay finders’, investment banking or financial advisoryfees to broker-dealers, including, but not limited to, CF&Co and its affiliates, from time to time in connection with certain business combination transactions, and, in somecases, the Company may issue shares of BGC Class A common stock in full or partial payment of such fees.

On October 3, 2014, management was granted approval by the Board and Audit Committee to enter into stock loan transactions with CF&Co utilizing equity securities.Such stock loan transactions will bear market terms and rates. As of December 31, 2019, the Company had securities loaned transactions of $13.9 million with CF&Co. The fairvalue of the securities lent was $13.9 million (see Note 9—“Collateralized Transactions”). As of December 31, 2019, the cash collateral received from CF&Co bore an annualinterest rate of 2.45%. As of December 31, 2018, the Company had securities loaned transactions of $15.1 million with Cantor. The market value of the securities lent was $15.3million (see Note 9—“Collateralized Transactions”). As of December 31, 2018, the cash collateral received from CF&Co bore an annual interest rate of 2.94%. Securitiesloaned transactions are included in “Securities loaned” in the Company’s consolidated statements of financial condition.

On May 27, 2016, the Company issued an aggregate of $300.0 million principal amount of 5.125% Senior Notes. In connection with this issuance of the 5.125% SeniorNotes, the Company recorded approximately $0.5 million in underwriting fees payable to CF&Co and $18 thousand to CastleOak Securities, L.P. These fees were recorded as adeduction from the carrying amount of the debt liability, which is amortized as interest expense over the term of the notes. Cantor purchased $15.0 million of such senior notesand still holds such notes as of December 31, 2019.

On July 24, 2018, the Company issued an aggregate of $450.0 million principal amount of 5.375% Senior Notes due 2023. The 5.375% Senior Notes due 2023 aregeneral senior unsecured obligations of the Company. In connection with this issuance of the 5.375% Senior Notes due 2023, the Company recorded approximately $0.3 millionin underwriting fees payable to CF&Co and $41 thousand were underwriting fees paid to CastleOak Securities, L.P. The Company also paid CF&Co an advisory fee of $0.2million in connection with the issuance. These fees were recorded as a deduction from the carrying amount of the debt liability, which is amortized as interest expense over theterm of the notes.

On September 27, 2019, the Company issued an aggregate of $300.0 million principal amount of 3.750% Senior Notes. In connection with this issuance of the 3.750%Senior Notes, the Company recorded $0.2 million in underwriting fees payable to CF&Co and $36 thousand to CastleOak Securities, L.P. These fees were recorded as adeduction from the carrying amount of the debt liability, which is amortized as interest expense over the term of the notes.

Under rules adopted by the CFTC, all foreign introducing brokers engaging in transactions with U.S. persons are required to register with the NFA and either meetfinancial reporting and net capital requirements on an individual basis or obtain a guarantee agreement from a registered FCM. From time to time, the Company’s foreign-basedbrokers engage in interest rate swap transactions with U.S.-based counterparties, and therefore the Company is subject to the CFTC requirements. CF&Co has entered intoguarantees on behalf of the Company, and the Company is required to indemnify CF&Co for the amounts, if any, paid by CF&Co on behalf of the Company pursuant to thisarrangement. During the years ended December 31, 2019, 2018 and 2017, the Company recorded fees of $0.1 million with respect to these guarantees. These fees were includedin “Fees to related parties” in the Company’s consolidated statements of operations.

Cantor Rights to Purchase Cantor Units from BGC Holdings

Cantor has the right to purchase Cantor units from BGC Holdings upon redemption of non-exchangeable FPUs redeemed by BGC Holdings upon termination orbankruptcy of the Founding/Working Partner. In addition, pursuant to Article Eight, Section 8.08, of the Second Amended and Restated BGC Holdings Limited PartnershipAgreement (previously the Sixth Amendment), where either current, terminating, or terminated partners are permitted by the Company to exchange any portion of their FPUsand Cantor consents to such exchangeability, the Company shall offer to Cantor the opportunity for Cantor to purchase the same number of Cantor units in BGC Holdings at theprice that Cantor would have paid for the FPUs had the Company redeemed them. Any such Cantor units purchased by Cantor are currently exchangeable for up to 23,613,420shares of BGC Class B common stock or, at Cantor’s election or if there are no such additional shares of BGC Class B common stock, shares of BGC Class A common stock, ineach case on a one-for-one basis (subject to customary anti-dilution adjustments).

As of December 31, 2019, there were 1,749,347 FPUs in BGC Holdings remaining, which BGC Holdings had the right to redeem or exchange and with respect to whichCantor had the right to purchase an equivalent number of Cantor units.

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Transactions with Executive Officers and Directors

On March 27, 2019, the Audit and Compensation Committees authorized the purchase by the Company from Stephen M. Merkel of up to 250,000 shares of BGC ClassA common stock at the closing price on March 26, 2019. Pursuant to this authorization, 233,172 shares of BGC Class A common stock were purchased by the Company onMarch 27, 2019 at $5.30 per share, the closing price on March 26, 2019.

On February 27, 2019, the Audit Committee authorized the purchase by Mr. Lutnick’s retirement plan of up to $56,038 of BGC Class A common stock at the closingprice on March 4, 2019. Pursuant to this authorization, 8,980 shares of BGC Class A common stock were purchased by the plan on March 5, 2019 at $6.24 per share, the closingprice on March 4, 2019.

On February 16, 2018, the Audit Committee authorized the purchase by Mr. Lutnick’s retirement plan of up to $105,000 of BGC Class A common stock at the closingprice on the date of purchase. Pursuant to this authorization, 7,883 shares of BGC Class A common stock were purchased by the plan on February 26, 2018 at $13.17 per share,the closing price on the date of purchase.

On October 3, 2018, Mr. Lutnick donated an aggregate of 53,368 shares of BGC Class A common stock from his personal asset trust to a charitable foundation forwhich his spouse serves as a director. The Company repurchased the 53,368 shares from the charitable foundation at a price of $11.73 per share, which was the closing price ofBGC Class A common stock on that date. The transaction was approved by the Audit Committee.

In connection with the Company’s 2018 executive compensation process, the Company’s executive officers received certain monetization of prior awards as set forthbelow.

On December 31, 2018, the Compensation Committee approved the cancellation of 113,032 non-exchangeable PSUs held by Mr. Merkel, and the cancellation of 89,225non-exchangeable PPSUs (which had a determination price of $5.36 per unit). In connection with these transactions, the Company issued $1,062,500 in BGC Class A commonstock, less applicable taxes and withholdings at a 45% tax rate, resulting in 113,032 net shares of BGC Class A common stock at a price of $5.17 per share and the payment of$478,123 for taxes.

On December 31, 2018, the Compensation Committee approved the monetization of 760,797 PPSUs held by Mr. Lutnick (which at an average determination price of$6.57 per share on such date, had a value of $5,000,000). On February 1, 2019, the Compensation Committee approved a modification which consisted of the following: (i) theright to exchange 376,651 non-exchangeable PSUs held by Mr. Lutnick into 376,651 non-exchangeable HDUs (which, based on the closing price of BGC Class A commonstock of $6.21 per share on such date, had a value of $2,339,000); and (ii) the right to exchange for cash 463,969 non-exchangeable PPSUs held by Mr. Lutnick, for a paymentof $2,661,000 for taxes when (i) is exchanged.

On December 31, 2018, the Compensation Committee approved the grant of exchange rights to Mr. Windeatt with respect to 139,265 non-exchangeable U.K. LPUs(which at the closing price of $5.17 per share on such date, had a value of $720,000) and the exchange for cash (at the average determination price of $4.388 per unit) of 63,814non-exchangeable PLPUs for a payment of $280,002 for taxes. On February 22, 2019, the Compensation Committee approved the grant of exchange rights to Mr. Windeatt withrespect to an additional 22,020 non-exchangeable U.K. LPUs (which at the closing price of $6.26 per share on such date, had a value of $137,845) and the exchange for cash (atthe average determination price of $5.6457 per unit) of 9,495 non-exchangeable PLPUs for a payment of $53,606 for taxes.

On December 31, 2018, the Compensation Committee approved the grant of exchange rights to Mr. Lynn with respect to 750,308 non-exchangeable U.K. LPUs (whichat the closing price of $5.17 per share on such date, had a value of $3,879,092) and the exchange for cash (at the average determination price of $3.894 per unit) of 287,888 non-exchangeable PLPUs for a payment of $1,120,909 for taxes. On February 22, 2019, the Compensation Committee approved the grant of exchange rights to Mr. Lynn withrespect to an additional 43,131 non-exchangeable U.K. LPUs (which at the closing price of $6.26 per share on such date, had a value of $270,000) and the exchange for cash (atthe average determination price of $4.1239 per unit) of 25,461 non-exchangeable PLPUs for a payment of $105,000 for taxes.

Transactions with Relief Fund

During the year ended December 31, 2015, the Company committed to make charitable contributions to the Cantor Fitzgerald Relief Fund in the amount of $40.0million, which the Company recorded in “Other expenses” in the Company’s consolidated statements of operations for the year ended December 31, 2015. As of December 31,2019 and 2018, the remaining liability associated with this commitment was $4.0 million and $20.0 million, respectively, which is included in “Accounts payable, accrued andother liabilities” in the Company’s consolidated statements of financial condition.

Other Transactions

The Company is authorized to enter into loans, investments or other credit support arrangements for Aqua, an alternative electronic trading platform that offers newpools of block liquidity to the global equities markets; such arrangements are proportionally and on the same terms as similar arrangements between Aqua and Cantor. OnAugust 8, 2019, the Board and Audit Committee increased the authorized amount by an additional $1.0 million, to $17.2 million. The Company has been further authorized toprovide counterparty or similar guarantees on behalf of Aqua from time to time, provided that liability for any such guarantees, as well as similar guarantees provided by Cantor,would be shared proportionally with Cantor. Aqua is 51% owned by Cantor and 49% owned by the Company. Aqua is accounted for under the equity method. During the yearsended December 31, 2019 and 2018, the Company made $1.7 million and $1.0 million, respectively, in contributions to Aqua. These contributions are recorded as part of“Investments” in the Company’s consolidated statements of financial condition.

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The Company has also entered into a subordinated loan agreement with Aqua, whereby the Company loaned Aqua the principal sum of $980 thousand. The scheduled

maturity date on the subordinated loan is September 1, 2021, and the current rate of interest on the loan is three month LIBOR plus 600 basis points. The loan to Aqua isrecorded as part of “Receivables from related parties” in the Company’s consolidated statements of financial condition.

15. Investments

Equity Method Investments and Investments Carried Under the Measurement Alternative

(in thousands) Percent

Ownership1   December 31, 2019 December 31, 2018 Advanced Markets Holdings 43% $ 10,259 $ 10,910 China Credit BGC Money Broking Company Limited 33% 12,214 10,435 Freedom International Brokerage 45% 10,142 9,959 Other 7,385 3,907 Equity method investments $ 40,000 $ 35,211 Investments carried under measurement alternative 349 192 Total equity method and investments carried under measurement alternative $ 40,349 $ 35,403

1 Represents the Company’s voting interest in the equity method investment as of December 31, 2019.

The carrying value of the Company’s equity method investments was $40.0 million and $35.2 million as of December 31, 2019 and 2018, respectively, and is includedin “Investments” in the Company’s consolidated statements of financial condition.

The Company recognized gains of $4.1 million, $7.4 million and $4.6 million related to its equity method investments for the years ended December 31, 2019, 2018 and2017, respectively. The Company’s share of the net gains and losses is reflected in “Gains (losses) on equity method investments” in the Company’s consolidated statements ofoperations.

Summarized financial information for the Company’s equity method investments is as follows (in thousands):

Year Ended December 31, 2019 2018 2017

Statements of operations: Total revenues $ 77,211 $ 85,619 $ 87,790 Total expenses 61,680 72,906 73,327 Net income $ 15,531 $ 12,713 $ 14,463

December 31, 2019 2018

Statements of financial condition: Cash and cash equivalents $ 64,614 $ 74,069 Fixed assets, net 3,120 3,420 Other assets 22,782 24,530

Total assets $ 90,516 $ 102,019 Payables to related parties 2,000 2,000 Other liabilities 46,287 60,858 Total partners’ capital 42,229 39,161

Total liabilities and partners’ capital $ 90,516 $ 102,019

See Note 14—“Related Party Transactions” for information regarding related party transactions with unconsolidated entities included in the Company’s consolidated

financial statements.

Investments Carried Under Measurement Alternative

The Company had previously acquired equity investments for which it did not have the ability to exert significant influence over operating and financial policies of theinvestees. Prior to January 1, 2018, these investments were accounted for using the cost method in accordance with U.S. GAAP guidance, Investments—Other. The Companydid not recognize any gains or losses relating to cost method investments for the year ended December 31, 2017.

Effective January 1, 2018, these investments are accounted for using the measurement alternative in accordance with the new guidance on recognition and measurement.The carrying value of these investments was $0.4 million and $0.2 million as of December 31, 2019 and 2018, respectively, and they are included in “Investments” in theCompany’s consolidated statements of financial condition.

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In addition, the Company owns membership shares, which are included in “Other Assets” in the Company’s consolidated statements of financial condition as of

December 31, 2019 and 2018. Prior to January 1, 2018, the equity investments in this line item were accounted for using the cost method in accordance with U.S. GAAPguidance, Investments—Other. Effective January 1, 2018, these equity investments are accounted for using the measurement alternative in accordance with the new guidance onrecognition and measurement. The Company recognized unrealized gains of $22.8 million and $38.0 million to reflect observable transactions for these investments during theyears ended December 31, 2019 and 2018, respectively. The Company did not recognize any losses or impairments relating to investments carried under the measurementalternative for the years ended December 31, 2019 and 2018, respectively.

Investments in VIEs

Certain of the Company’s equity method investments included in the tables above are considered VIEs, as defined under the accounting guidance for consolidation. TheCompany is not considered the primary beneficiary of and therefore does not consolidate these VIEs. The Company’s involvement with such entities is in the form of directequity interests and related agreements. The Company’s maximum exposure to loss with respect to the VIEs is its investment in such entities as well as a credit facility and asubordinated loan.

The following table sets forth the Company’s investment in its unconsolidated VIEs and the maximum exposure to loss with respect to such entities (in thousands).

December 31, 2019 December 31, 2018

Investment Maximum

Exposure to Loss Investment Maximum

Exposure to Loss Variable interest entities1 $ 4,699 $ 5,679 $ 3,899 $ 4,879

1 The Company has entered into a subordinated loan agreement with Aqua, whereby the Company agreed to lend the principal sum of $980.0 thousand. As of December31, 2019 and 2018, the Company’s maximum exposure to loss with respect to its unconsolidated VIEs includes the sum of its equity investments in its unconsolidatedVIEs and the $980.0 thousand subordinated loan to Aqua.

Consolidated VIE

The Company is invested in a limited liability company that is focused on developing a proprietary trading technology. The limited liability company is a VIE, and itwas determined that the Company is the primary beneficiary of this VIE because the Company was the provider of the majority of this VIE’s start-up capital and has the powerto direct the activities of this VIE that most significantly impact its economic performance, primarily through its voting percentage and consent rights on the activities that wouldmost significantly influence the entity. The consolidated VIE had total assets of $7.4 million and $4.9 million as of December 31, 2019 and 2018, respectively, which primarilyconsisted of clearing margin. There were no material restrictions on the consolidated VIE’s assets. The consolidated VIE had total liabilities of $2.1 million and $0.6 million asof December 31, 2019 and 2018, respectively. The Company’s exposure to economic loss on this VIE was $2.8 million and $2.1 million as of December 31, 2019 and 2018,respectively.

16. Fixed Assets, Net

Fixed assets, net consisted of the following (in thousands):

December 31, 2019 December 31, 2018 Computer and communications equipment $ 95,115 $ 140,451 Software, including software development costs 235,230 194,470 Leasehold improvements and other fixed assets 116,231 127,349 446,576 462,270 Less: accumulated depreciation and amortization (241,735) (305,101)

Fixed assets, net $ 204,841 $ 157,169

Depreciation expense was $21.5 million, $19.5 million and $20.2 million for the years ended December 31, 2019, 2018 and 2017, respectively. Depreciation is included

as part of “Occupancy and equipment” in the Company’s consolidated statements of operations.

The Company has approximately $6.4 million of asset retirement obligations related to certain of its leasehold improvements as of December 31, 2019. The associatedasset retirement cost is capitalized as part of the carrying amount of the long-lived asset. The liability is discounted and accretion expense is recognized using the credit adjustedrisk-free interest rate in effect when the liability was initially recognized.

For the years ended December 31, 2019, 2018 and 2017, software development costs totaling $48.8 million, $49.9 million and $33.2 million, respectively, werecapitalized. Amortization of software development costs totaled $28.6 million, $24.7 million and $19.0 million for the years ended December 31, 2019, 2018 and 2017,respectively. Amortization of software development costs is included as part of “Occupancy and equipment” in the Company’s consolidated statements of operations.

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Impairment charges of $4.5 million, $1.1 million and $4.1 million were recorded for the years ended December 31, 2019, 2018 and 2017, respectively, related to the

evaluation of capitalized software projects for future benefit and for fixed assets no longer in service. Impairment charges related to capitalized software and fixed assets arereflected in “Occupancy and equipment” in the Company’s consolidated statements of operations.

17. Goodwill and Other Intangible Assets, Net

The changes in the carrying amount of goodwill for the year ended December 31, 2019 and 2018 were as follows (in thousands):

Goodwill Balance at December 31, 2017 $ 468,050

Acquisitions 39,664 Measurement period adjustments (130)Cumulative translation adjustment (2,938)

Balance at December 31, 2018 $ 504,646 Acquisitions 55,872 Measurement period adjustments (7,130)Cumulative translation adjustment 357

Balance at December 31, 2019 $ 553,745

For additional information on Goodwill, see Note 4—“Acquisitions.”

The Company completed its annual goodwill impairment testing during the fourth quarters of 2019 and 2018, respectively, which did not result in any goodwillimpairment. See Note 3—“Summary of Significant Accounting Policies” for more information.

Other intangible assets consisted of the following (in thousands, except weighted-average remaining life):

December 31, 2019

Gross Amount AccumulatedAmortization

Net CarryingAmount

Weighted-Average

Remaining Life(Years)

Definite life intangible assets: Customer-related $ 250,788 $ 57,332 $ 193,456 11.2 Technology 24,024 16,608 7,416 2.2 Noncompete agreements 30,378 28,198 2,180 4.2 Patents 12,232 11,954 278 0.1 All other 7,552 3,195 4,357 9.4

Total definite life intangible assets 324,974 117,287 207,687 10.8 Indefinite life intangible assets:

Trade names 93,083 — 93,083 N/A Licenses 2,454 — 2,454 N/A

Total indefinite life intangible assets 95,537 — 95,537 N/A Total $ 420,511 $ 117,287 $ 303,224 10.8

December 31, 2018

Gross Amount AccumulatedAmortization

Net CarryingAmount

Weighted-Average

Remaining Life(Years)

Definite life intangible assets: Customer-related $ 225,094 $ 40,088 $ 185,006 11.9 Technology 24,023 13,754 10,269 3.0 Noncompete agreements 30,131 22,131 8,000 2.4 Patents 9,635 9,222 413 2.5 All other 9,330 3,172 6,158 7.9

Total definite life intangible assets 298,213 88,367 209,846 11.0 Indefinite life intangible assets:

Trade names 81,004 — 81,004 N/A Licenses 7,929 — 7,929 N/A

Total indefinite life intangible assets 88,933 — 88,933 N/A Total $ 387,146 $ 88,367 $ 298,779 11.0

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Intangible amortization expense was $29.4 million, $27.3 million and $26.3 million for the years ended December 31, 2019, 2018 and 2017, respectively. Intangible

amortization is included as part of “Other expenses” in the Company’s consolidated statements of operations.

The Company completed its annual intangible impairment testing during the fourth quarter of 2019. There was no impairment charge for the Company’s definite andindefinite life intangibles for the years ended December 31, 2019, 2018 and 2017. See Note 3—“Summary of Significant Accounting Policies” for more information.

The estimated future amortization expense of definite life intangible assets as of December 31, 2019 is as follows (in millions):

2020 $ 24.5 2021 22.9 2022 19.5 2023 19.5 2024 19.5 2025 and thereafter 101.8 Total $ 207.7

18. Notes Payable, Other and Short-Term Borrowings

Notes payable, other and short-term borrowings consisted of the following (in thousands):

December 31, 2019 December 31, 2018 Unsecured senior Revolving Credit Agreement $ 68,948 $ — 8.125% Senior Notes — — 8.375% Senior Notes — — 5.125% Senior Notes 298,688 297,821 5.375% Senior Notes — — 5.375% Senior Notes due 2023 445,247 444,696 3.750% Senior Notes 296,129 — Collateralized borrowings 33,675 21,031

Total Notes payable and other borrowings 1,142,687 763,548 Short-term borrowings 4,962 5,162

Total Notes payable, other and short-term borrowings $ 1,147,649 $ 768,710

Unsecured Senior Revolving Credit Agreement

On September 8, 2017, the Company entered into a committed unsecured senior revolving credit agreement with Bank of America, N.A., as administrative agent, and asyndicate of lenders. The revolving credit agreement provided for revolving loans of up to $400.0 million. The maturity date of the facility was September 8, 2019. OnNovember 22, 2017, the Company and Newmark entered into an amendment to the unsecured senior revolving credit agreement. Pursuant to the amendment, the then-outstanding borrowings of the Company under the revolving credit facility were converted into the Converted Term Loan. There was no change in the maturity date or interestrate. Effective December 13, 2017, Newmark assumed the obligations of the Company as borrower under the Converted Term Loan. The Company remained a borrower under,and retained access to, the revolving credit facility for any future draws, subject to availability which increased as Newmark repaid the Converted Term Loan. As of December31, 2017, Newmark had $397.3 million borrowings outstanding under the Converted Term Loan. During the year ended December 31, 2018, Newmark repaid the remainingoutstanding balance of the Converted Term Loan. During the year ended December 31, 2018, the Company borrowed $195.0 million under the committed unsecured seniorrevolving credit agreement and subsequently repaid the $195.0 million during the year. Therefore, there were no borrowings outstanding as of December 31, 2018. TheCompany recorded interest expense of $1.0 million and $4.3 million for the years ended December 31, 2018 and 2017, respectively. The Company did not record any interestexpense related to the committed unsecured revolving credit agreement for the year ended December 31, 2019.

On November 28, 2018, the Company entered into a new Revolving Credit Agreement which replaced the existing committed unsecured senior revolving creditagreement. The maturity date of the new Revolving Credit Agreement was November 28, 2020 and the maximum revolving loan balance has been reduced from $400.0 millionto $350.0 million. Borrowings under this agreement bear interest at either LIBOR or a defined base rate plus additional margin. On December 11, 2019, the Company enteredinto an amendment to the new unsecured Revolving Credit Agreement. Pursuant to the amendment, the maturity date was extended to February 26, 2021. There was no changeto the interest rate or the maximum revolving loan balance. As of December 31, 2019, there was $68.9 million of borrowings outstanding, net of deferred financing costs of $1.1million, under the new unsecured Revolving Credit Agreement. The average interest rate on the outstanding borrowings was 3.88% for the year ended December 31, 2019. Asof December 31, 2018, there were no borrowings outstanding under the new unsecured senior Revolving Credit Agreement. The Company recorded interest expense related tothe unsecured senior Revolving Credit Agreement of $10.0 million and $0.3 million for the years ended December 31, 2019 and 2018, respectively. The Company did notrecord any interest expense related to the committed unsecured Revolving Credit Agreement for the year ended December 31, 2017.

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Unsecured Senior Term Loan Credit Agreement

On September 8, 2017, the Company entered into the Term Loan. The Term Loan credit agreement provided for loans of up to $575.0 million. The maturity date of theTerm Loan was September 8, 2019. On November 22, 2017, the Company and Newmark entered into an amendment to the Term Loan credit agreement. Pursuant to the TermLoan amendment and effective as of December 13, 2017, Newmark assumed the obligations of the Company as borrower under the Term Loan. There was no change in thematurity date or interest rate. As of December 31, 2017, Newmark had $270.7 million borrowings outstanding under the Term Loan. During the year ended December 31, 2018,Newmark repaid the outstanding balance of $270.7 million at which point the facility was terminated. As of December 31, 2019 and 2018, there were no borrowings outstandingunder the Term Loan. The Company recorded interest expense related to the Term Loan of $8.4 million for the year ended December 31, 2017. The Company did not record anyinterest expense related to the Term Loan for the years ended December 31, 2019 and 2018.

Senior Notes

The Company’s Senior Notes are recorded at amortized cost. The carrying amounts and estimated fair values of the Senior Notes were as follows (in thousands):

December 31, 2019 December 31, 2018 Carrying Amount Fair Value Carrying Amount Fair Value

8.125% Senior Notes $ — $ — $ — $ — 5.375% Senior Notes — — — — 8.375% Senior Notes — — — — 5.125% Senior Notes 298,688 311,100 297,821 304,890 5.375% Senior Notes due 2023 445,247 482,099 444,696 451,305 3.750% Senior Notes 296,129 300,600 — —

Total $ 1,040,064 $ 1,093,799 $ 742,517 $ 756,195

The fair values of the Senior Notes were determined using observable market prices as these securities are traded, and based on whether they are deemed to be actively

traded, the 5.125% Senior Notes, the 5.375% Senior Notes due 2023, and the 3.750% Senior Notes are considered Level 2 within the fair value hierarchy.

8.125% Senior Notes

On June 26, 2012, the Company issued an aggregate of $112.5 million principal amount of 8.125% Senior Notes due 2042. The 8.125% Senior Notes were seniorunsecured obligations of the Company. The 8.125% Senior Notes were redeemable for cash, in whole or in part, on or after June 26, 2017, at the Company’s option, at any timeand from time to time, until maturity at a redemption price equal to 100% of the principal amount to be redeemed, plus accrued but unpaid interest on the principal amount beingredeemed to, but not including, the redemption date. The 8.125% Senior Notes were listed on the New York Stock Exchange under the symbol “BGCA.” The Company used theproceeds to repay short-term borrowings under its unsecured revolving credit facility and for general corporate purposes, including acquisitions. In connection with the issuanceof the 8.125% Senior Notes, the Company lent the proceeds of the 8.125% Senior Notes to BGC U.S. OpCo, and BGC U.S. OpCo issued the 2042 Promissory Note.

The initial carrying value of the 8.125% Senior Notes was $108.7 million, net of debt issuance costs of $3.8 million. The issuance costs were amortized as interestexpense, and the carrying value of the 8.125% Senior Notes accreted to the face amount over the term of the 8.125% Senior Notes. On December 13, 2017, Newmark OpCoassumed all of the BGC U.S. OpCo’s rights and obligations under the 2042 Promissory Note. During the year ended December 31, 2018, Newmark repaid the Company in fullfor the 2042 Promissory Note, and the Company subsequently repaid the 8.125% Senior Notes on September 5, 2018. The Company did not record any interest expense relatedto the 8.125% Senior Notes for the years ended December 31, 2019 and 2018, as Newmark assumed this obligation in 2017.

5.375% Senior Notes

On December 9, 2014, the Company issued an aggregate of $300.0 million principal amount of 5.375% Senior Notes. The 5.375% Senior Notes were general seniorunsecured obligations of the Company. These Senior Notes bore interest at a rate of 5.375% per year, payable in cash on June 9 and December 9 of each year, commencing June9, 2015. The interest rate payable on the notes was subject to adjustments from time to time based on the debt rating assigned by specified rating agencies to the notes, as setforth in the Indenture. The 5.375% Senior Notes were scheduled to mature on December 9, 2019. In connection with the issuance of the 5.375% Senior Notes, the Company lentthe proceeds of the 5.375% Senior Notes to BGC U.S. OpCo, and BGC U.S. OpCo issued the 2019 Promissory Note. On December 13, 2017, Newmark OpCo assumed all ofBGC U.S. OpCo’s rights and obligations under the 2019 Promissory Note.

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The initial carrying value of the 5.375% Senior Notes was $295.1 million, net of the discount and debt issuance costs of $4.9 million. The issuance costs were amortized

as interest expense, and the carrying value of the 5.375% Senior Notes accreted to the face amount over the term of the notes. During the year ended December 31, 2018,Newmark repaid the Company in full for the 2019 Promissory Note, and the Company subsequently redeemed the 5.375% Senior Notes on December 5, 2018. The Companydid not record any interest expense related to the 5.375% Senior Notes for the years ended December 31, 2019 and 2018, as Newmark assumed this obligation in 2017.

8.375% Senior Notes

As part of the GFI acquisition, the Company assumed $240.0 million in aggregate principal amount of 8.375% Senior Notes. Interest on these notes was payable, semi-annually in arrears on the 19th of January and July. On July 19, 2018, the Company repaid the $240.0 million principal amount of its 8.375% Senior Notes upon their maturity.The Company did not record any interest expense related to the 8.375% Senior Notes for the year ended December 31, 2019. The Company recorded interest expense related tothe 8.375% Senior Notes of $11.1 million and $20.1 million for the years ended December 31, 2018 and 2017, respectively.

5.125% Senior Notes

On May 27, 2016, the Company issued an aggregate of $300.0 million principal amount of 5.125% Senior Notes. The 5.125% Senior Notes are general senior unsecuredobligations of the Company. The 5.125% Senior Notes bear interest at a rate of 5.125% per year, payable in cash on May 27 and November 27 of each year, commencingNovember 27, 2016. The 5.125% Senior Notes will mature on May 27, 2021. The Company may redeem some or all of the notes at any time or from time to time for cash atcertain “make-whole” redemption prices (as set forth in the Indenture). If a “Change of Control Triggering Event” (as defined in the Indenture) occurs, holders may require theCompany to purchase all or a portion of their notes for cash at a price equal to 101% of the principal amount of the notes to be purchased plus any accrued and unpaid interestto, but excluding, the purchase date.

The initial carrying value of the 5.125% Senior Notes was $295.8 million, net of the discount and debt issuance costs of $4.2 million. The issuance costs are amortizedas interest expense and the carrying value of the 5.125% Senior Notes will accrete up to the face amount over the term of the notes. The carrying value of the 5.125% SeniorNotes as of December 31, 2019 was $298.7 million. The Company recorded interest expense related to the 5.125% Senior Notes of $16.2 million for each of the years endedDecember 31, 2019, 2018 and 2017.

5.375% Senior Notes due 2023

On July 24, 2018, the Company issued an aggregate of $450.0 million principal amount of 5.375% Senior Notes due 2023. The 5.375% Senior Notes due 2023 aregeneral senior unsecured obligations of the Company. The 5.375% Senior Notes due 2023 bear interest at a rate of 5.375% per year, payable in cash on January 24 and July 24of each year, commencing January 24, 2019. The 5.375% Senior Notes due 2023 will mature on July 24, 2023. The Company may redeem some or all of the 5.375% SeniorNotes due 2023 at any time or from time to time for cash at certain “make-whole” redemption prices (as set forth in the indenture related to the 5.375% Senior Notes due 2023).If a “Change of Control Triggering Event” (as defined in the indenture related to the 5.375% Senior Notes due 2023) occurs, holders may require the Company to purchase all ora portion of their notes for cash at a price equal to 101% of the principal amount of the notes to be purchased plus any accrued and unpaid interest to, but excluding, the purchasedate. The initial carrying value of the 5.375% Senior Notes due 2023 was $444.2 million, net of the discount and debt issuance costs of $5.8 million. The issuance costs areamortized as interest expense and the carrying value of the 5.375% Senior Notes due 2023 will accrete up to the face amount over the term of the notes. The carrying value ofthe 5.375% Senior Notes as of December 31, 2019 was $445.2 million. The Company recorded interest expense related to the 5.375% Senior Notes due 2023 of $25.6 millionand $11.0 million for the years ended December 31, 2019 and December 31, 2018, respectively. The Company did not record any interest expense related to the 5.375% SeniorNotes due 2023 during the year ended December 31, 2017.

3.750% Senior Notes

On September 27, 2019, the Company issued an aggregate of $300.0 million principal amount of 3.750% Senior Notes. The 3.750% Senior Notes are general unsecuredobligations of the Company. The 3.750% Senior Notes bear interest at a rate of 3.750% per annum, payable on each April 1 and October 1, commencing April 1, 2020. Theinitial carrying value of the 3.750% Senior Notes was $296.1 million, net of discount and debt issuance costs of $3.9 million. The issuance costs will be amortized as interestexpense and the carrying value of the 3.750% Senior Notes will accrete up to the face amount over the term of the notes. The carrying value of the 3.750% Senior Notes was$296.1 million as of December 31, 2019. The Company recorded interest expense related to the 3.750% Senior Notes of $3.2 million for the year ended December 31, 2019. TheCompany did not record any interest expense related to the 3.750% Senior Notes for the years ended December 31, 2018 and 2017.

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Collateralized Borrowings

On March 13, 2015, the Company entered into a $28.2 million secured loan arrangement, under which it pledged certain fixed assets as security for a loan. Thisarrangement incurred interest at a fixed rate of 3.70% per year and matured on March 13, 2019; therefore, there were no borrowings outstanding as of December 31, 2019. As ofDecember 31, 2018, the Company had $1.8 million outstanding related to this secured loan agreement. The book value of the fixed assets pledged as of December 31, 2018 was$0.1 million. The Company recorded interest expense related to this secured loan arrangement of $30 thousand, $0.3 million and $0.6 million for the years ended December 31,2019 and 2018 and 2017, respectively.

On May 31, 2017, the Company entered into a $29.9 million secured loan arrangement, under which it pledged certain fixed assets as security for a loan. Thisarrangement incurs interest at a fixed rate of 3.44% per year and matures on May 31, 2021. As of December 31, 2019 and December 31, 2018, the Company had $11.7 millionand $19.2 million, respectively, outstanding related to this secured loan arrangement. The book value of the fixed assets pledged as of December 31, 2019 was $2.3 million. Thebook value of the fixed assets pledged as of December 31, 2018 was $6.5 million. The Company recorded interest expense related to this secured loan arrangement of $0.5million, $0.8 million and $0.5 million for the years ended December 31, 2019, 2018 and 2017, respectively.

On April 8, 2019, the Company entered into a $15.0 million secured loan arrangement , under which it pledged certain fixed assets as security for a loan. Thisarrangement incurs interest at a fixed rate of 3.77% and matures on April 8, 2023. As of December 31, 2019, the Company had $13.2 million outstanding related to this securedloan arrangement. The book value of the fixed assets pledged as of December 31, 2019 was $8.1 million. The Company recorded interest expense related to this secured loanarrangement of $0.4 million for the year ended December 31, 2019. The Company did not record any interest expense related to this secured loan arrangement for the yearsended December 31, 2018 and 2017.

On April 19, 2019, the Company entered into a $10.0 million secured loan arrangement , under which it pledged certain fixed assets as security for a loan. Thisarrangement incurs interest at a fixed rate of 3.89% and matures on April 19, 2023. As of December 31, 2019, the Company had $8.8 million outstanding related to this securedloan arrangement. The book value of the fixed assets pledged as of December 31, 2019 was $5.7 million. The Company recorded interest expense related to this secured loanarrangement of $0.3 million for the year ended December 31, 2019. The Company did not record any interest expense related to this secured loan arrangement for the yearsended December 31, 2018 and 2017.

Short-term Borrowings

On February 25, 2016, the Company entered into a committed unsecured credit agreement with Bank of America, N.A., as administrative agent, and a syndicate oflenders, in which, the $25.0 million unsecured credit agreement entered into on December 24, 2015 with Bank of America, N.A. was terminated. Several of the Company’sdomestic non-regulated subsidiaries are parties to the credit agreement as guarantors. The credit agreement provided for revolving loans of $150.0 million, with the option toincrease the aggregate loans to $200.0 million. Borrowings under this facility bore interest at either LIBOR or a defined base rate plus an additional margin which ranges from50 basis points to 250 basis points depending on the Company’s debt rating as determined by S&P and Fitch and whether such loan is a LIBOR loan or a base rate loan. Thecommitted unsecured credit agreement was terminated on September 8, 2017, at which point the outstanding balance of $150.0 million was repaid. As of December 31, 2019and 2018, there were no borrowings outstanding under either the $150.0 million facility or the terminated $25.0 million facility. The Company recorded interest expense relatedto the credit facility of $2.4 million for the year ended December 31, 2017.

On August 22, 2017, the Company entered into a committed unsecured loan agreement with Itau Unibanco S.A. The credit agreement provides for short-term loans ofup to $5.0 million (BRL 20.0 million). The maturity date of the agreement is May 20, 2020. Borrowings under this facility bear interest at the Brazilian Interbank offering rateplus 3.30%. As of December 31, 2019, there were $5.0 million (BRL 20.0 million) of borrowings outstanding under the facility. As of December 31, 2019, the interest rate was7.8%. The Company recorded interest expense related to the loan of $0.5 million, $0.6 million and $0.3 million for the years ended December 31, 2019, 2018 and 2017,respectively.

On August 23, 2017, the Company entered into a committed unsecured credit agreement with Itau Unibanco S.A. The credit agreement provides for an intra-dayoverdraft credit line up to $12.4 million (BRL 50.0 million). The maturity date of the agreement is March 13, 2020. This facility bears a fee of 1.00% per year. As ofDecember 31, 2019 and December 31, 2018, there were no borrowings outstanding under this facility. The Company recorded bank fees related to the agreement of $0.1 millionfor the years ended December 31, 2019, 2018 and 2017.

19. Compensation

The Company’s compensation committee may grant various equity-based awards, including RSUs, restricted stock, stock options, LPUs and shares of BGC Class Acommon stock. Upon vesting of RSUs, issuance of restricted stock, exercise of stock options and redemption/exchange of LPUs, the Company generally issues new shares ofBGC Class A common stock.

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On June 22, 2016, at the annual meeting of stockholders, the stockholders approved the Equity Plan to increase from 350 million to 400 million the aggregate number of

shares of BGC Class A common stock that may be delivered or cash-settled pursuant to awards granted during the life of the Equity Plan. As of December 31, 2019, the limit onthe aggregate number of shares authorized to be delivered allowed for the grant of future awards relating to 137.6 million shares. On June 6, 2017, at the annual meeting ofstockholders, the Company’s stockholders approved the Incentive Plan.

The Company incurred compensation expense related to Class A common stock, LPUs and RSUs as follows (in thousands):

  Year Ended December 31, 2019 2018 2017

Issuance of common stock and exchangeability expenses $ 100,948 $ 150,147 $ 176,463 Allocations of net income1 20,491 38,352 51,008 LPU amortization 36,708 11,359 1,194 RSU amortization 7,465 5,212 4,576

Equity-based compensation and allocations of net income to limited partnership units and FPUs $ 165,612 $ 205,070 $ 233,241

1 Certain LPUs generally receive quarterly allocations of net income and are generally contingent upon services being provided by the unit holders, including thePreferred Distribution.

Limited Partnership Units

A summary of the activity associated with LPUs awarded to BGC employees is as follows (in thousands):

BGCLPUs

NewmarkLPUs2  

Balance at December 31, 2016 50,835 — Granted 20,309 26,510 Redeemed/exchanged units (7,283) — Forfeited units (5,538) —

Balance at December 31, 2017 58,323 26,510 Granted 36,821 2,694 Redeemed/exchanged units (14,908) (7,032)Forfeited units (507) (59)

Balance at December 31, 2018 79,729 22,113 Granted 47,916 662 Redeemed/exchanged units (21,110) (1,024)Forfeited units (4,128) (7,144)

Balance at December 31, 2019 102,407 14,607

2 The Newmark LPUs were issued as part of the Separation.

The Limited Partnership Units table above includes both regular and Preferred Units. The Preferred Units are not entitled to participate in partnership distributions otherthan with respect to the Preferred Distribution (see Note 2—“Limited Partnership Interests in BGC Holdings and Newmark Holdings” for further information on PreferredUnits). A summary of the BGC Holdings and Newmark Holdings LPUs is as follows (in thousands):

BGCLPUs

NewmarkLPUs

Regular Units 70,831 10,418 Preferred Units 31,576 4,189

Balance at December 31, 2019 102,407 14,607

Issuance of Common Stock and Exchangeability Expenses

Compensation expense related to the issuance of BGC or Newmark Class A common stock and grants of exchangeability on BGC Holdings and Newmark HoldingsLPUs to BGC employees is as follows (in thousands):

Year Ended December 31,

2019 2018 2017 Issuance of common stock and exchangeability expense $ 100,948 $ 150,147 $ 176,463

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BGC LPUs held by a BGC employee may become exchangeable or redeemed for BGC Class A common stock on a one-for-one basis, and in Newmark LPUs held by aBGC employee may become exchangeable or redeemed for a number of shares of Newmark Class A common stock equal to the number of limited partnership interestsmultiplied by the then Exchange Ratio. As of December 31, 2019, the Exchange Ratio was 0.9400.

A summary of the LPUs redeemed in connection with the issuance of BGC Class A common stock or Newmark Class A common stock (at the current exchange ratio) orgranted exchangeability for BGC Class A common stock or Newmark Class A common stock (at the current exchange ratio) is as follows (in thousands):

Year Ended December 31,

2019 2018 2017 BGC Holdings LPUs 17,209 18,227 15,460 Newmark Holdings LPUs 500 3,116 1,067

Total 17,709 21,343 16,527

As of December 31, 2019 and 2018, the number of share-equivalent BGC LPUs exchangeable for shares of BGC Class A common stock at the discretion of the unit

holder was 3.1 million and 3.9 million, respectively. As of December 31, 2019 and 2018, the number of Newmark LPUs exchangeable into shares of Newmark Class A commonstock at the discretion of the unit holder (at the current exchange ratio) was 0.8 million and 1.4 million, respectively.

LPU Amortization

Compensation expense related to the amortization of LPUs held by BGC employees is as follows (in thousands):

Year Ended December 31, 2019 2018 2017 Stated vesting schedule $ 37,047 $ 7,475 $ 1,196 Post-termination payout (339) 3,884 (2)

LPU amortization $ 36,708 $ 11,359 $ 1,194

There are certain LPUs that have a stated vesting schedule and do not receive quarterly allocations of net income. These LPUs generally vest between two and five yearsfrom the date of grant. The fair value is determined on the date of grant based on the market value of an equivalent BGC Class A common stock (adjusted if appropriate basedupon the award’s eligibility to receive quarterly allocations of net income), and is recognized as compensation expense, net of the effect of estimated forfeitures, ratably over thevesting period.

A summary of the outstanding LPUs held by BGC employees with a stated vesting schedule that do not receive quarterly allocations of net income is as follows (inthousands):

  December 31, 2019 December 31, 2018 BGC Holdings 30,699 12,696 Newmark Holdings 1,171 654 Aggregate estimated grant date fair value – BGC and Newmark Holdings $ 138,324 $ 61,595

As of December 31, 2019, there was approximately $88.4 million of total unrecognized compensation expense related to unvested LPUs with a stated vesting schedulethat do not receive quarterly allocations of net income that is expected to be recognized over 1.93 years.

Compensation expense related to LPUs with a post-termination pay-out amount, such as REUs, and/or a stated vesting schedule is recognized over the stated serviceperiod. These LPUs generally vest between two and five years from the date of grant. As of December 31, 2019, there were 1.2 million outstanding BGC LPUs with a post-termination payout, with a notional value of approximately $15.3 million and an aggregate estimated fair value of $10.0 million, and 0.1 million outstanding Newmark LPUswith a post-termination payout, with a notional value of approximately $1.0 million and an aggregate estimated fair value of $0.2 million. As of December 31, 2018, there were0.3 million outstanding BGC LPUs with a post-termination payout, with a notional value of approximately $10.0 million and an aggregate estimated fair value of $4.8 million,and 0.2 million outstanding Newmark LPUs with a post-termination payout, with a notional value of approximately $1.0 million and an aggregate estimated fair value of $0.1million.

Restricted Stock Units

Compensation expense related to RSUs held by BGC employees is as follows (in thousands):   Year Ended December 31,

2019 2018 2017 RSU amortization $ 7,465 $ 5,212 $ 4,576

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A summary of the activity associated with RSUs held by BGC employees is as follows (units and dollars in thousands):

RSUs

Weighted-AverageGrant

Date FairValue

Fair ValueAmount

Weighted-Average

RemainingContractual

Term (Years) Balance at December 31, 2016 1,261 $ 7.17 $ 9,039 1.61

Granted 567 10.65 6,037 Delivered units (635) 6.79 (4,312) Forfeited units (130) 8.62 (1,113)

Balance at December 31, 2017 1,063 $ 9.08 $ 9,651 1.63 Granted 578 12.05 6,964 Delivered units (553) 8.59 (4,753) Forfeited units (159) 11.34 (1,804)

Balance at December 31, 2018 929 $ 10.83 $ 10,058 1.75 Granted 4,283 4.61 19,764 Delivered units (464) 10.11 (4,692) Forfeited units (270) 5.99 (1,614)

Balance at December 31, 2019 4,478 $ 5.25 $ 23,516 2.50

The fair value of RSUs awarded to BGC employees and directors is determined on the date of grant based on the market value of BGC Class A common stock adjusted

as appropriate based upon the award’s ineligibility to receive dividends. The compensation expense is recognized ratably over the vesting period, taking into effect estimatedforfeitures. The Company uses historical data, including historical forfeitures and turnover rates, to estimate expected forfeiture rates for both employee and director RSUs. EachRSU is settled in one share of Class A common stock upon completion of the vesting period.

For RSUs that vested during the years ended December 31, 2019 and 2018, the Company withheld shares valued at $0.5 million and $1.6 million to pay taxes due at thetime of vesting. As of December 31, 2019, there was approximately $19.0 million of total unrecognized compensation expense related to unvested RSUs that is expected to berecognized over a weighted-average period of 2.50 years.

Acquisitions

In connection with certain of its acquisitions, the Company has granted certain LPUs and restricted stock units. As of December 31, 2019 and 2018, the aggregateestimated fair value of these acquisition-related LPUs and restricted stock units was $10.7 million and $3.6 million, respectively. The liability for such acquisition-relatedawards is included in “Accounts payable, accrued and other liabilities” on the Company’s consolidated statements of financial condition.

Restricted Stock

The Company has granted shares of restricted stock of under its Equity Plan. Such restricted shares are generally saleable by partners in five to ten years. Partners whoagree to extend the length of their employment agreements and/or other contractual modifications sought by the Company are expected to be able to sell their restricted sharesover a shorter time period. Transferability of the shares of restricted stock is not subject to continued employment or service with the Company or any affiliate or subsidiary ofthe Company; however, transferability is subject to compliance with BGC and its affiliates’ customary noncompete obligations.

During the years ended December 31, 2019 and 2018, approximately 22 thousand BGC shares and 232 thousand BGC shares, respectively, were forfeited in connectionwith this clause. During the years ended December 31, 2019 and 2018, the Company released the restrictions with respect to 0.7 million and 1.1 million of such BGC sharesissued to BGC employees, respectively. As of December 31, 2019 and 2018, there were 6.4 million and 7.6 million of such restricted BGC shares outstanding, respectively.Additionally, during the years ended December 31, 2019 and 2018, Newmark released the restrictions with respect to 0.3 million and 0.1 million, respectively, of restrictedNewmark shares issued to BGC employees.

Deferred Compensation

The Company maintains a deferred cash award program, which provides for the grant of deferred cash incentive compensation to eligible employees. The Company maypay certain bonuses in the form of deferred cash compensation awards, which generally vest over a future service period.

The total compensation expense recognized in relation to the deferred cash compensation awards for the years ended December 31, 2019, 2018 and 2017 was$5.9 million, $4.7 million and $8.0 million respectively. As of December 31, 2019 and 2018, the total liability for the deferred cash compensation awards was $3.5 million and$3.5 million respectively, which is included in “Accrued compensation” on the Company’s consolidated statements of financial condition. Total unrecognized compensationcost related to deferred cash compensation, prior to the consideration of forfeitures, was approximately $4.6 million and is expected to be recognized over a weighted-averageperiod of 2.17 years.

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20. Commitments, Contingencies and Guarantees

Contractual Obligations and Commitments

The following table summarizes certain of the Company’s contractual obligations at December 31, 2019 (in thousands):

Total Less Than

1 Year 1-3 Years 3-5 Years More Than

5 Years Long-term debt and collateralized borrowings1 $ 1,153,696 $ 84,499 $ 315,946 $ 753,251 $ — Operating leases2 258,254 30,035 57,044 44,921 126,254 Interest on long-term debt and collateralized borrowings3 167,263 55,967 77,980 33,316 — Short-term borrowings4 4,962 4,962 — — — Interest on Short-term borrowings 186 186 — — — One-time transition tax5 19,431 1,266 2,533 6,384 9,248 Other6 3,999 3,999 — — —

Total contractual obligations $ 1,607,791 $ 180,914 $ 453,503 $ 837,872 $ 135,502

1 Long-term debt and collateralized borrowings reflects long-term borrowings of $300.0 million of the 5.125% Senior Notes (the $300.0 million represents the principalamount of the debt; the carrying value of the 5.125% Senior Notes as of December 31, 2019 was approximately $298.7 million), $450.0 million of the 5.375% SeniorNotes due 2023 (the $450.0 million represents the principal amount of the debt; the carrying value of the 5.375% Senior Notes as of December 31, 2019 was $445.2million), $300.0 million of the 3.750% Senior Notes (the $300.0 million represents the principal amount of the debt; the carrying value of the 3.750% Senior Notes as ofDecember 31, 2019 was approximately $296.1 million), $70.0 million of borrowings under the committed unsecured senior Revolving Credit Agreement due February26, 2021 (the $70.0 million represents the principal amount of the debt; the carrying value of the committed unsecured senior Revolving Credit Agreement as ofDecember 31, 2019 was approximately $68.9 million), $11.7 million of collateralized borrowings due May 31, 2021, $13.2 million of collateralized borrowings dueApril 8, 2023, and $8.8 million of collateralized borrowings due April 19, 2023. See Note 18—“Notes Payable, Other and Short-term Borrowings” for more informationregarding these obligations, including timing of payments and compliance with debt covenants.

2 Operating leases are related to rental payments under various non-cancelable leases, principally for office space, net of sublease payments to be received. The totalamount of sublease payments to be received is approximately $0.1 million over the life of the agreement.

3 Interest on long-term debt and collateralized borrowings also includes interest on the undrawn portion of the committed unsecured senior Revolving Credit Agreementwhich was calculated through the maturity date of the facility, which is February 26, 2021. As of December 31, 2019, the undrawn portion of the committed unsecuredRevolving Credit Agreement was $280.0 million.

4 Short-term borrowings reflects approximately $5.0 million (BRL 20.0 million) of borrowing under the Company’s committed unsecured loan agreement. See Note 18—“Notes Payable, Other and Short-term Borrowings” for more information regarding this obligation.

5 The Company completed the calculation of the one-time transition tax on the deemed repatriation of foreign subsidiaries’ earnings pursuant to the Tax Act andpreviously recorded a net cumulative tax expense of $25.0 million, net of foreign tax credits, with an election to pay the taxes over eight years with 40% to be paid inequal installments over the first five years and the remaining 60% to be paid in installments of 15%, 20% and 25% in years six, seven and eight, respectively. Thecumulative remaining balance as of December 31, 2019 is $19.4 million.

6 Other contractual obligations reflect commitments to make charitable contributions, which are recorded as part of “Accounts payable, accrued and other liabilities” inthe Company’s consolidated statements of financial condition. The amount payable each year reflects an estimate of future Charity Day obligations.

The Company is obligated for minimum rental payments under various non-cancelable operating leases, principally for office space, expiring at various dates through2039. Certain of the leases contain escalation clauses that require payment of additional rent to the extent of increases in certain operating or other costs.

As of December 31, 2019, minimum lease payments under these arrangements are as follows (in thousands):

Net Lease

Commitment 2020 $ 30,035 2021 27,839 2022 29,205 2023 24,926 2024 19,995 2025 and thereafter 126,254

Total $ 258,254

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The lease obligations shown above are presented net of payments to be received under a non-cancelable sublease. The total amount of sublease payments to be received

is approximately $0.1 million over the life of the agreement.

In addition to the above obligations under non-cancelable operating leases, the Company is also obligated to Cantor for rental payments under Cantor’s various non-cancelable leases with third parties, principally for office space and computer equipment, expiring at various dates through 2039. Certain of these leases have renewal terms atthe Company’s option and/or escalation clauses (primarily based on the Consumer Price Index). Cantor allocates a portion of the rental payments to the Company based onsquare footage used

The Company also allocates a portion of the rental payments for which it is obligated under non-cancelable operating leases to Cantor and its affiliates. These allocationsare based on square footage used (see Note 14—“Related Party Transactions,” for more information).

Rent expense for the years ended December 31, 2019, 2018 and 2017 was $56.0 million, $44.3 million and $46.5 million, respectively. Rent expense is included as partof “Occupancy and equipment” in the Company’s consolidated statements of operations.

In the event the Company anticipates incurring costs under any of its leases that exceed anticipated sublease revenues, it recognizes a loss and records a liability for thepresent value of the excess lease obligations over the estimated sublease rental income. There was no liability for future lease payments associated with vacant space as ofDecember 31, 2019, 2018 and 2017.

Contingent Payments Related to Acquisitions

Since 2016, the Company has completed acquisitions whose purchase price included an aggregate of approximately 2.2 million shares of the Company’s Class Acommon stock (with an acquisition date fair value of approximately $9.2 million), 0.1 million LPUs (with an acquisition date fair value of approximately $0.2 million),0.2 million RSUs (with an acquisition date fair value of approximately $1.2 million) and $34.3 million in cash that may be issued contingent on certain targets being metthrough 2022.

The Company did not issue any contingent shares of Class A common stock, LPUs, RSUs or cash for acquisitions during the year ended December 31, 2019.

During the year ended December 31, 2018, the Company completed acquisitions, whose purchase price included approximately 0.2 million RSUs (with an acquisitiondate fair value of approximately $1.2 million), and $16.8 million in cash that may be issued or paid contingent on certain targets being met through 2022. During the year endedDecember 31, 2019, the contingent cash consideration increased by approximately $4.6 million to $21.4 million in cash that may be paid due to an increase in probability ofpayout. The Company did not issue any contingent LPUs for acquisitions during the year ended December 31, 2018.

During the year ended December 31, 2017, the Company completed acquisitions, whose purchase price included approximately 0.4 million shares of the Company’sClass A common stock (with an acquisition date fair value of approximately $3.5 million) and $3.9 million in cash that may be issued or paid contingent on certain targets beingmet through 2021. The Company did not issue any contingent LPUs for acquisitions during the year ended December 31, 2017.

As of December 31, 2019, the Company has issued 0.3 million shares of its Class A common stock and paid $14.6 million in cash related to contingent payments foracquisitions completed since 2016.

As of December 31, 2019, 1.9 million shares of the Company’s Class A common stock and 0.2 million RSUs remain to be issued, and $24.1 million in cash remains tobe paid, net of forfeitures and other adjustments, if the targets are met.

The Company’s contingent considerations are classified as Level 3 liabilities. See Note 13—“Fair Value of Financial Assets and Liabilities,” for additional information.

Contingencies

In the ordinary course of business, various legal actions are brought and are pending against the Company and its subsidiaries in the U.S. and internationally. In some ofthese actions, substantial amounts are claimed. The Company is also involved, from time to time, in reviews, examinations, investigations and proceedings by governmental andself-regulatory agencies (both formal and informal) regarding the Company’s businesses, which may result in regulatory, civil and criminal judgments, settlements, fines,penalties, injunctions, enhanced oversight, remediation, or other relief. The following generally does not include matters that the Company has pending against other partieswhich, if successful, would result in awards in favor of the Company or its subsidiaries.

Employment, Competitor-Related and Other Litigation

From time to time, the Company and its subsidiaries are involved in litigation, claims and arbitrations in the U.S. and internationally, relating to, inter alia, variousemployment matters, including with respect to termination of employment, hiring of employees currently or previously employed by competitors, terms and conditions ofemployment and other matters. In light of the competitive nature of the brokerage industry, litigation, claims and arbitration between competitors regarding employee hiring arenot uncommon. The Company is also involved, from time to time, in other reviews, investigations and proceedings by governmental and self-regulatory agencies (both formaland informal) regarding the Company’s businesses. Any such actions may result in regulatory, civil or criminal judgments, settlements, fines, penalties, injunctions, enhancedoversight, remediation, or other relief.

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In September 2019, the Company settled investigations conducted jointly by the CFTC and the NYAG. The CFTC and NYAG alleged that, in 2014 and 2015, certain

emerging markets foreign exchange options (EFX options) brokers in the U.S. misrepresented that certain prices posted to their electronic platform were immediately executablewhen in fact they were not and that such brokers had communicated that transactions had been matched when they had not. The Company has paid an aggregate of $25.0 millionin connection with the settlements and agreed to a monitor for two years to assess regulatory compliance. The NYAG settlements include a non-prosecution agreement, andthere was no criminal penalty from either agency.

Legal reserves are established in accordance with U.S. GAAP guidance on Accounting for Contingencies, when a material legal liability is both probable and reasonablyestimable. Once established, reserves are adjusted when there is more information available or when an event occurs requiring a change. The outcome of such items cannot bedetermined with certainty. The Company is unable to estimate a possible loss or range of loss in connection with specific matters beyond its current accruals and any otheramounts disclosed. Management believes that, based on currently available information, the final outcome of these current pending matters will not have a material adverseeffect on the Company’s financial condition, results of operations, or cash flows.

Letter of Credit Agreements

The Company has irrevocable uncollateralized letters of credit with various banks, where the beneficiaries are clearing organizations through which it transacted, that areused in lieu of margin and deposits with those clearing organizations. As of December 31, 2019 and 2018, the Company was contingently liable for $2.3 million and $1.0million, respectively, under these letters of credit.

Risk and Uncertainties

The Company generates revenues by providing financial intermediary and brokerage activities to institutional customers and by executing and, in some cases, clearingtransactions for institutional counterparties. Revenues for these services are transaction-based. As a result, revenues could vary based on the transaction volume of globalfinancial markets. Additionally, financing is sensitive to interest rate fluctuations, which could have an impact on the Company’s overall profitability.

Insurance

The Company is self-insured for health care claims, up to a stop-loss amount for eligible participating employees and qualified dependents in the United States, subjectto deductibles and limitations. The Company’s liability for claims incurred but not reported is determined based on an estimate of the ultimate aggregate liability for claimsincurred. The estimate is calculated from actual claim rates and adjusted periodically as necessary. The Company has accrued $1.8 million and $6.1 million in health care claimsas of December 31, 2019 and 2018, respectively. The Company does not expect health care claims to have a material impact on its financial condition, results of operations, orcash flows.

Guarantees

The Company provides guarantees to securities clearinghouses and exchanges which meet the definition of a guarantee under FASB interpretations. Under thesestandard securities clearinghouse and exchange membership agreements, members are required to guarantee, collectively, the performance of other members and, accordingly, ifanother member becomes unable to satisfy its obligations to the clearinghouse or exchange, all other members would be required to meet the shortfall. In the opinion ofmanagement, the Company’s liability under these agreements is not quantifiable and could exceed the cash and securities it has posted as collateral. However, the potential ofbeing required to make payments under these arrangements is remote. Accordingly, no contingent liability has been recorded in the Company’s consolidated statements offinancial condition for these agreements.

Indemnifications

In connection with the sale of eSpeed, the Company has indemnified Nasdaq for amounts over a defined threshold against damages arising from breaches ofrepresentations, warranties and covenants. In addition, in connection with the acquisition of GFI, the Company has indemnified the directors and officers of GFI. As ofDecember 31, 2019, no contingent liability has been recorded in the Company’s consolidated statements of financial condition for these indemnifications, as the potential forbeing required to make payments under these indemnifications is remote.

21. Income Taxes

The Company’s consolidated financial statements include U.S. federal, state and local income taxes on the Company’s allocable share of the U.S. results of operations,as well as taxes payable to jurisdictions outside the U.S. In addition, certain of the Company’s entities are taxed as U.S. partnerships and are subject to the UBT in New YorkCity. Therefore, the tax liability or benefit related to the partnership income or loss, except for UBT, rests with the partners (see Note 2—“Limited Partnership Interests in BGCHoldings and Newmark Holdings” for discussion of partnership interests), rather than the partnership entity.

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The provision for income taxes consisted of the following (in thousands):

Year Ended December 31, 2019 2018 2017

Current: U.S. federal $ (3,380) $ 48,270 $ 32,080 U.S. state and local 3,965 6,537 1,262 Foreign 53,111 45,901 35,480 UBT 1,278 (1,953) 4,092

54,974 98,755 72,914 Deferred:

U.S. federal (6,727) (31,425) 19,558 U.S. state and local 6,092 149 365 Foreign 506 6,671 (353)UBT (1,674) 1,970 288

(1,803) (22,635) 19,858 Provision for income taxes $ 53,171 $ 76,120 $ 92,772

The Company had pre-tax income (loss) of $138.1 million, $179.8 million and $4.1 million for the years ended December 31, 2019, 2018 and 2017, respectively.

The Company had pre-tax income (loss) from domestic operations of $(195.5) million, $(141.1) million and $(154.6) million for the years ended December 31, 2019,2018 and 2017, respectively. The Company had pre-tax income (loss) from foreign operations of $333.6 million, $320.9 million and $158.7 million for the years endedDecember 31, 2019, 2018 and 2017, respectively.

Differences between the Company’s actual income tax expense and the amount calculated utilizing the U.S. federal statutory rates were as follows (in thousands):

Year Ended December 31, 2019 2018 2017

Tax expense at federal statutory rate $ 29,004 $ 37,762 $ 1,448 Non-controlling interest 2,343 (4,097) (3,857)Incremental impact of foreign taxes compared to federal tax rate 7,762 2,735 (21,902)Income from recast periods — — 32,120 Other permanent differences 3,397 6,051 21,661 U.S. state and local taxes, net of U.S. federal benefit (2,476) (450) 1,025 New York City UBT (392) (514) 268 Other rate changes 10,509 4,024 5,384 Revaluation of deferred taxes related to tax reform — 4,776 19,681 Uncertain tax positions (1,025) 2,764 4,858 U.S. tax on foreign earnings, net of tax credits 3,166 14,405 36,566 Return-to-provision adjustments (3,937) 2,598 (6,296)Valuation allowance 4,015 2,567 (594)Other 805 3,499 2,410

Provision for income taxes $ 53,171 $ 76,120 $ 92,772

The Tax Act was enacted on December 22, 2017. The Tax Act made significant changes to the U.S. corporate income tax system, including (1) a reduction of the U.S.

federal corporate income tax rate from 35% to 21%, (2) transitioning to a territorial tax system and requiring companies to pay a one-time transition tax on earnings of certainforeign subsidiaries that were previously tax deferred (3) implementation of a BEAT, (4) further limitation on deductibility of interest on financing arrangements, (5) andintroduction of a new provision designed to tax a foreign subsidiaries’ GILTI.

As of December 31, 2019, the Company’s intention is to permanently reinvest undistributed foreign pre-tax earnings in the Company’s foreign operations. While theone-time transition tax eliminated most of the income tax effects of repatriating the undistributed earnings, there could still be foreign and state and local tax effects on thedistribution. Accordingly, no provision has been recorded on foreign and state and local taxes that would be applicable upon distribution of such earnings to the U.S. Further,determination of an estimate of deferred tax liability associated with the distribution of foreign earnings is not practicable. However, this policy will be further re-evaluated andassessed based on the Company’s overall business needs and requirements.

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The Company has finalized its accounting policy and elect to treat taxes associated with the GILTI provision using the Period Cost Method and thus have not recorded

deferred taxes for basis differences under this regime as of December 31, 2019. Accordingly, the Company recorded a tax expense of $12.6 million, net of foreign tax credits,for the impact of the GILTI provision on its foreign subsidiaries.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carryingamounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxableincome in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates isrecognized in income in the period that includes the enactment date. A valuation allowance is recorded against deferred tax assets if it is deemed more likely than not that thoseassets will not be realized.

Significant components of the Company’s deferred tax asset and liability consisted of the following (in thousands):

Year Ended December 31, 2019 2018

Deferred tax asset Basis difference of investments $ 5,078 $ 2,650 Deferred compensation 59,194 61,174 Excess interest expense 21,028 — Other deferred and accrued expenses 20,285 15,911 Net operating loss and credit carry-forwards 73,072 50,114

Total deferred tax asset1 178,657 129,849 Valuation allowance (71,931) (33,580)

Deferred tax asset, net of valuation allowance 106,726 96,269 Deferred tax liability

Depreciation and amortization 28,096 18,734 Total deferred tax liability1 28,096 18,734

Net deferred tax asset $ 78,630 $ 77,535

1 Before netting within tax jurisdictions.

The Company has deferred tax assets associated with net operating losses in U.S. state and local, and non-U.S. jurisdictions of $6.9 million and $64.7 million,respectively. These losses will begin to expire in 2025 and 2020, respectively. The Company’s change in net operating losses as well as associated valuation allowance isprimarily due to acquisitions that occurred during the year. The Company’s deferred tax asset and liability are included in the Company’s consolidated statements of financialcondition as components of “Other assets” and “Accounts payable, accrued and other liabilities,” respectively.

Pursuant to U.S. GAAP guidance, Accounting for Uncertainty in Income Taxes, the Company provides for uncertain tax positions as a component of income tax expensebased upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities.

A reconciliation of the beginning to the ending amounts of gross unrecognized tax benefits for the years ended December 31, 2019 and 2018 is as follows (in thousands):

Balance, December 31, 2017 $ 7,063 Increases for prior year tax positions 4,754 Decreases for prior year tax positions (1,565)Increases for current year tax positions — Decreases related to settlements with taxing authorities — Decreases related to a lapse of applicable statute of limitations —

Balance, December 31, 2018 $ 10,252 Increases for prior year tax positions 2,500 Decreases for prior year tax positions — Increases for current year tax positions — Decreases related to settlements with taxing authorities (2,271)Decreases related to a lapse of applicable statute of limitations —

Balance, December 31, 2019 $ 10,481

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As of December 31, 2019, the Company’s unrecognized tax benefits, excluding related interest and penalties, were $10.5 million, of which $7.5 million, if recognized,

would affect the effective tax rate. The Company is currently open to examination by tax authorities in U.S. federal, state and local jurisdictions and certain non-U.S.jurisdictions for tax years beginning 2008, 2009 and 2012, respectively. The Company is currently under examination by tax authorities in the U.S. Federal and certain state andlocal jurisdictions. The Company does not believe that the amounts of unrecognized tax benefits will materially change over the next 12 months.

The Company recognizes interest and penalties related to unrecognized tax benefits in “Provision (benefit) for income taxes” in the Company’s consolidated statementsof operations. As of December 31, 2019, the Company accrued $2.3 million for income tax-related interest and penalties of which $0.7 million was accrued during 2019.

22. Regulatory Requirements

Many of the Company’s businesses are subject to regulatory restrictions and minimum capital requirements. These regulatory restrictions and capital requirements mayrestrict the Company’s ability to withdraw capital from its subsidiaries.

Certain U.S. subsidiaries of the Company are registered as U.S. broker-dealers or FCMs subject to Rule 15c3-1 of the SEC and Rule 1.17 of the CFTC, which specifyuniform minimum net capital requirements, as defined, for their registrants, and also require a significant part of the registrants’ assets be kept in relatively liquid form. As ofDecember 31, 2019, the Company’s U.S. subsidiaries had net capital in excess of their minimum capital requirements.

Certain U.K. and European subsidiaries of the Company are regulated by the FCA and must maintain financial resources (as defined by the FCA) in excess of the totalfinancial resources requirement of the FCA. As of December 31, 2019, the U.K. and European subsidiaries had financial resources in excess of their requirements.

Certain other subsidiaries of the Company are subject to regulatory and other requirements of the jurisdictions in which they operate.

In addition, the Company’s SEFs, BGC Derivative Markets and GFI Swaps Exchange are required to maintain financial resources to cover operating costs for at leastone year, keeping at least enough cash or highly liquid securities to cover six months’ operating costs.

The regulatory requirements referred to above may restrict the Company’s ability to withdraw capital from its regulated subsidiaries. As of December 31, 2019, theCompany’s regulated subsidiaries held $561.9 million of net assets. These subsidiaries had aggregate regulatory net capital, as defined, in excess of the aggregate regulatoryrequirements, as defined, of $291.2 million.

23. Segment, Geographic and Product Information

Segment Information

The Company currently operates its business in one reportable segment, that of providing brokerage services to the financial markets, integrated Voice, Hybrid and FullyElectronic brokerage in a broad range of products, including fixed income (rates and credit), foreign exchange, equities, insurance, energy and commodities, and futures. It alsoprovides a wide range of services, including trade execution, brokerage, clearing, trade compression, post-trade, information, and other back-office services to a broad range offinancial and non-financial institutions.

Geographic Information

The Company offers products and services in the U.K., U.S., Asia (including Australia), Other Europe, the MEA, France, and Other Americas. Information regardingrevenues for the years ended December 31, 2019, 2018 and 2017, respectively, is as follows (in thousands):

Year Ended December 31, 2019 2018 2017 Revenues:

U.K. $ 864,955 $ 811,542 $ 716,167 U.S. 564,037 544,887 514,704 Asia 331,328 278,141 244,855 Other Europe/MEA 202,144 170,561 135,554 France 83,664 77,992 85,729 Other Americas 58,103 54,687 53,942

Total revenues $ 2,104,231 $ 1,937,810 $ 1,750,951

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Information regarding long-lived assets (defined as loans, forgivable loans and other receivables from employees and partners, net; fixed assets, net; ROU assets; certain

other investments; goodwill; other intangible assets, net of accumulated amortization; and rent and other deposits) in the geographic areas as of December 31, 2019 andDecember 31, 2018, respectively, is as follows (in thousands):

December 31, 2019 2018

Long-lived assets: U.K. $ 595,571 $ 367,681 U.S. 766,315 719,914 Asia 122,564 57,626 Other Europe/MEA 38,994 23,917 France 21,877 12,294 Other Americas 19,595 18,637

Total long-lived assets $ 1,564,916 $ 1,200,069

Product Information

The Company’s business is based on the products and services provided and reflect the manner in which financial information is evaluated by management.

The Company specializes in the brokerage of a broad range of products, including fixed income (rates and credit), foreign exchange, equities, insurance, energy andcommodities, and other asset classes. It also provides a wide range of services, including trade execution, broker-dealer services, clearing, trade compression, post trade,information, consulting, and other back-office services to a broad range of financial and non-financial institutions.

Year Ended December 31, 2019 2018 2017

Revenues: Rates $ 594,884 $ 549,825 $ 510,880 Credit 306,713 292,171 284,551 FX 370,318 396,256 324,386 Energy and commodities 286,584 228,199 204,016 Equities, insurance, and other asset classes 409,242 358,124 328,406

Total brokerage revenues $ 1,967,741 $ 1,824,575 $ 1,652,239 All other revenue 136,490 113,235 98,712

Total revenues $ 2,104,231 $ 1,937,810 $ 1,750,951

24. Revenue from Contracts with Customers

The following table presents the Company’s total revenues separated between revenues from contracts with customers and other sources of revenues (in thousands):

Year EndedDecember 31,

2019

Year EndedDecember 31,

2018 Revenue from contracts with customers:

Commissions $ 1,645,818 $ 1,511,522 Data, software, and post-trade 73,166 65,185 Fees from related parties 29,442 24,076 Other revenues 12,806 3,837

Total revenue from contracts with customers 1,761,232 1,604,620 Other sources of revenue:

Principal transactions 321,923 313,053 Interest income 18,319 14,404 Other revenues 2,757 5,733

Total revenues $ 2,104,231 $ 1,937,810

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As discussed in Note 1—“Organization and Basis of Presentation”, the Company adopted the new revenue recognition standard as of January 1, 2018. There was no

significant impact to the Company’s consolidated financial statements for the periods presented as a result of applying the new revenue recognition standard.

Refer to Note 3—“Summary of Significant Accounting Policies” for detailed information on the recognition of the Company’s revenues from contracts with customers.

Disaggregation of Revenue

Refer to Note 23—“Segment, Geographic and Product Information” for a further discussion on the allocation of revenues to geographic regions.

Contract Balances

The timing of our revenue recognition may differ from the timing of payment by our customers. The Company records a receivable when revenue is recognized prior topayment and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records deferredrevenue until the performance obligations are satisfied.

The Company had receivables related to revenues from contracts with customers of $778.4 million and $516.1 million at December 31, 2019 and December 31, 2018respectively. The Company had no impairments related to these receivables during the years ended December 31, 2019 and 2018.

The Company’s deferred revenue primarily relates to customers paying in advance or billed in advance where the performance obligation has not yet been satisfied.Deferred revenue at December 31, 2019 and December 31, 2018 was $12.9 million and $12.8 million, respectively. During the year ended December 31, 2019, the Companyrecognized revenue of $9.1 million that was recorded as deferred revenue at the beginning of the period.

Contract Costs

The Company capitalizes costs to fulfill contracts associated with different lines of its business where the revenue is recognized at a point in time and the costs aredetermined to be recoverable. Capitalized costs to fulfill a contract are recognized at the point in time that the related revenue is recognized. At December 31, 2019, there were$1.4 million of capitalized costs recognized to fulfill a contract. At December 31, 2018, there were no capitalized costs recorded to fulfill a contract.

25. Leases

The Company, acting as a lessee, has operating leases primarily relating to office space, data centers and office equipment. The leases have remaining lease terms of 0.1year to 19.6 years, some of which include options to extend the leases in 1 to 10 year increments for up to 10 years. Renewal periods are included in the lease term only whenrenewal is reasonably certain, which is a high threshold and requires management to apply judgment to determine the appropriate lease term. Certain leases also include periodscovered by an option to terminate the lease if the Company is reasonably certain not to exercise the termination option. The Company measures its lease payments by includingfixed rental payments and, where relevant, variable rental payments tied to an index, such as the Consumer Price Index. Payments for leases in place before the date of adoptionof ASC 842, Leases were determined based on previous leases guidance. The Company recognizes lease expense for its operating leases on a straight-line basis over the leaseterm and variable lease expense not included in the lease payment measurement is recognized as incurred. All leases were classified as operating leases as of December 31,2019.

Pursuant to the accounting policy election, leases with an initial term of twelve months or less are not recognized on the balance sheet. The short-term lease expenseover the period reasonably reflects the Company’s short-term lease commitments.

ASC 842, Leases requires the Company to make certain assumptions and judgments in applying the guidance, including determining whether an arrangement includes alease, determining the term of a lease when the contract has renewal or cancelation provisions, and determining the discount rate.

The Company determines whether an arrangement is a lease or includes a lease at the contract inception by evaluating whether the contract conveys the right to thecontrol the use of an identified asset for a period of time in exchange for consideration. If the Company has the right to obtain substantially all of the economic benefits from,and can direct the use of, the identified asset for a period of time, the Company accounts for the identified asset as a lease. The Company has elected the practical expedient tonot separate lease and non-lease components for all leases other than real estate leases. The primary non-lease component that is combined with a lease component representsoperating expenses such as utilities, maintenance or management fees.

As the rate implicit in the lease is not usually available, the Company used an incremental borrowing rate based on the information available at the adoption date of thenew Leases standard in determining the present value of lease payments for existing leases. BGC elected to use a portfolio approach for the incremental borrowing rate, applyingcorporate bond rates to the leases. The Company calculated the appropriate rates with reference to the lease term and lease currency. BGC will use information available at thelease commencement date to determine the discount rate for any new leases.

178

The Company subleases certain real estate to its affiliates and to third parties. The value of these commitments is not material to the Company’s unaudited condensed

consolidated financial statements.

As of December 31, 2019 The Company did not have any leases that have not yet commenced but that create significant rights and obligations.

Supplemental information related to the Company’s operating leases is as follows (in thousands):

Classification in

Consolidated Statementsof Financial Condition

December 31, 2019

Assets Operating lease right-of-use assets Other assets $ 169,065

Liabilities Operating lease liabilities Accounts payable,

accrued and otherliabilities

$ 187,398

December 31, 2019 Weighted-average remaining lease term

Operating leases (years) 7.3 Weighted-average discount rate

Operating leases 4.9% The components of lease expense are as follows (in thousands):

Classification in

Consolidated Statementsof Operations

For the Year Ended December 31,2019

Operating lease cost Occupancy and

equipment

$ 47,908

Short-term lease expense is not material.

The following table shows the Company’s maturity analysis of its operating lease liabilities as of December 31, 2019 (in thousands):

2020 $ 30,035 2021 27,839 2022 29,205 2023 24,926 2024 19,995 Thereafter 126,254

Total $ 258,254 Interest (70,856)

Total $ 187,398

The following table shows cash flow information related to lease liabilities (in thousands):

For the Year Ended December 31,

2019 Cash paid for obligations included in the measurement of lease liabilities

$ 44,964

Under the prior lease guidance, undiscounted minimum lease payments as of December 31, 2018 were as follows (in thousands):

2019 $ 40,254 2020 25,510 2021 24,548 2022 28,053 2023 26,346 Thereafter 152,884 Total $ 297,595

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26. Supplemental Balance Sheet Information

The components of certain balance sheet accounts are as follows (in thousands):

December 31, 2019 2018

Other assets: Operating lease ROU assets1 $ 169,065 $ — Deferred tax asset 96,703 88,715 Equity securities carried under measurement alternative 82,516 55,757 Prepaid expenses 24,727 25,280 Other taxes 17,957 21,546 Rent and other deposits 15,720 16,745 Other 39,683 38,894

Total other assets $ 446,371 $ 246,937

December 31, 2019 2018

Accounts payable, accrued and other liabilities: Accrued expenses and other liabilities2 $ 856,215 $ 466,306 Taxes payable 217,361 231,442 Operating lease liabilities1 187,398 — Deferred tax liability 18,073 11,180 Charitable contribution liability 3,999 20,028 GFI Merger liability3 — 25,863

Total accounts payable, accrued and other liabilities $ 1,283,046 $ 754,819

1 As of December 31, 2019, $169.1 million and $187.4 million, relating to lease ROU assets and lease liabilities, respectively, is attributable to the adoption of ASU No.2016-02, Leases (Topic 842). See Note 25—“Leases”, in addition to the information under the heading “Recently Adopted Accounting Pronouncements” included inNote 1—“Organization and Basis of Presentation” for additional information.

2 As of December 31, 2019, $583.2 million is attributable to Besso and Ed Broking. As of December 31, 2018, $195.0 million, is attributable to Besso. See “CashSegregated Under Regulatory Requirements” and “Accrued Commissions and Other Receivables, Net” in Note 3—“Summary of Significant Accounting Policies” foradditional information.

3 On January 12, 2016, BGC completed the GFI Merger, which allowed BGC to acquire the remaining outstanding shares of GFI common stock that BGC did not alreadyown. Following the closing of the GFI Merger, BGC and its affiliates owned 100% of the outstanding shares of GFI’s common stock. The liability of $25.9 million as ofDecember 31, 2018 represented a liability still remaining with respect to the completion of the GFI Merger and was settled in March 2019.

27. Discontinued Operations

On November 30, 2018, the Company completed the Spin-Off, and distributed to its stockholders all of the shares of Newmark Class A common stock and NewmarkClass B common stock that the Company then owned in a manner that is intended to qualify as generally tax-free for U.S. federal income tax purposes. The shares of NewmarkClass A common stock held by the Company were distributed to the holders of shares of BGC Class A common stock, and the shares of Newmark Class B common stock heldby the Company were distributed to the holders of shares of BGC Class B common stock. Therefore, the Company no longer consolidates Newmark within its financial resultssubsequent to the Spin-Off.

The Company has determined that the Spin-Off met the criteria for reporting the financial results of Newmark as discontinued operations within BGC’s consolidatedresults for all periods through the Distribution Date. Newmark’s results are presented in “Consolidated net income (loss) from discontinued operations, net of tax” and therelated noncontrolling interest in Newmark and its subsidiaries is presented in “Net income (loss) from discontinued operations attributable to noncontrolling interest insubsidiaries” in the Company’s consolidated statements of operations for the years ended December 31, 2018 and 2017.

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The following table provides the components of “Consolidated net income (loss) from discontinued operations, net of tax” and “Net income (loss) from discontinued

operations attributable to noncontrolling interest in subsidiaries” for the years ended December 31, 2018 and 2017 (in thousands):

Year Ended December 31, 2018 2017

Revenues: Commissions $ 1,116,935 $ 1,014,741 Gains from mortgage banking activities/originations, net 160,688 205,999 Real estate management and other services 375,428 233,063 Servicing fees 119,587 110,441 Fees from related parties 1,055 1,373 Interest income 35,238 36,546 Other revenues 607 242

Total revenues 1,809,538 1,602,405 Expenses:

Compensation and employee benefits 1,052,487 1,007,173 Equity-based compensation and allocations of net income to limited partnership units and FPUs 141,965 111,917

Total compensation and employee benefits 1,194,452 1,119,090 Occupancy and equipment 69,368 62,448 Fees to related parties 15,999 13,208 Professional and consulting fees 31,699 34,270 Communications 11,328 11,809 Selling and promotion 54,650 52,443 Commissions and floor brokerage 1,087 956 Interest expense 79,732 25,546 Other expenses 197,144 128,417

Total expenses 1,655,459 1,448,187 Other income (losses), net:

Gains (losses) on equity method investments 2,759 1,562 Other income (loss) 110,145 72,081

Total other income (losses), net 112,904 73,643 Income (loss) from operations before income taxes 266,983 227,861 Provision (benefit) for income taxes 90,814 57,496 Consolidated net income (loss) from discontinued operations, net of tax 176,169 170,365 Less: Net income (loss) from discontinued operations attributable to noncontrolling interest in subsidiaries 52,353 (5,913)Net income (loss) from discontinued operations available to common stockholders1 $ 123,816 $ 176,278

1 This amount excludes EPU payable-in-kind dividends, which is a reduction to “Net income (loss) from discontinued operations available to common stockholders” forthe calculation of the Company’s “Basic earnings (loss) per share and Fully diluted earnings (loss) per share from discontinued operations.”

Total net cash provided by (used in) operating activities from discontinued operations was $(748.2) million and $895.9 million for the years ended December 31, 2018and 2017, respectively. Total net cash provided by (used in) investing activities from discontinued operations was $18.3 million, and $(41.0) million for the years endedDecember 31, 2018 and 2017, respectively.

Through the Distribution Date, exchangeability was granted on 8.4 million and 3.9 million LPUs in BGC Holdings and Newmark Holdings, respectively, held byNewmark employees, and Newmark incurred compensation expense related to the grant of exchangeability of $111.1 million for the year ended December 31, 2018. During theyear ended December 31, 2017, exchangeability was granted on 6.5 million LPUs in BGC Holdings held by Newmark employees, for which Newmark incurred compensationexpense of $89.4 million. For the year ended December 31, 2017, there was no expense related to grants of exchangeability on LPUs in Newmark Holdings. These expenses arerecorded as part of “Equity-based compensation and allocations of net income to limited partnership units and FPUs” in the table above, and are included in “Consolidated netincome (loss) from discontinued operations, net of tax” in the Company’s consolidated statements of operations.

181

Certain LPUs and FPUs generally receive quarterly allocations of net income, which are cash distributed on a quarterly basis and generally contingent upon services

provided by the unit holder. Newmark’s allocation of income through the Distribution Date to Newmark Holdings LPUs and FPUs held by Newmark employees was $37.0million for the year ended December 31, 2018. For the year ended December 31, 2017, there was no such expense. This expense was recorded as part of “Equity-basedcompensation and allocations of net income to limited partnership units and FPUs” in the table above, and is included in “Consolidated net income (loss) from discontinuedoperations, net of tax” in the Company’s consolidated statements of operations.

In connection with the Separation, on December 13, 2017, Newmark OpCo assumed all of BGC U.S. OpCo’s rights and obligations under the 2042 Promissory Note inrelation to the 8.125% Senior Notes and the 2019 Promissory Note in relation to the 5.375% Senior Notes. Newmark repaid the $112.5 million outstanding principal amountunder the 2042 Promissory Note on September 5, 2018, and repaid the $300.0 million outstanding principal amount under the 2019 Promissory Note on November 23, 2018. Inaddition, as part of the Separation, Newmark assumed the obligations of BGC as borrower under the Term Loan and Converted Term Loan. Newmark repaid the outstandingbalance of the Term Loan as of March 31, 2018, and repaid the outstanding balance of the Converted Term Loan on November 6, 2018. For the years ended December 31, 2018and 2017, $46.1 million and $2.7 million, respectively of interest expense on the obligations assumed as part of the Separation was included as part of discontinued operations inthe table above. In addition, on March 19, 2018, the Company borrowed $150.0 million under the BGC Credit Agreement from Cantor, and loaned Newmark $150.0 millionunder the Intercompany Credit Agreement on the same day. All borrowings outstanding under the Intercompany Credit Agreement were repaid on November 7, 2018. Theinterest expense for the year ended December 31, 2018 related to the $150.0 million borrowed under the BGC Credit Agreement was $3.5 million and was allocated todiscontinued operations in the table above. There was no such expense for the year ended December 31, 2017 to allocate to discontinued operations in the Company’sconsolidated statements of operations.

28. Subsequent Events

Fourth Quarter 2019 Dividend

On February 5, 2020, the Company’s Board declared a quarterly cash dividend of $0.14 per share for the fourth quarter of 2019, payable on March 11, 2020 to Class Aand Class B common stockholders of record as of February 26, 2020.

Appointment of Chief Financial Officer

Effective January 1, 2020, the Company appointed Steven Bisgay as Chief Financial Officer and Principal Financial Officer of the Company. In addition, as of January1, 2020, Sean A. Windeatt, who had served as the Company’s Interim Chief Financial Officer since December 2018, ceased to be in that position and ceased to be the PrincipalFinancial Officer. He remains in his role as the Company’s Chief Operating Officer and Principal Operating Officer.

Appointment of Principal Accounting Officer

Effective March 3, 2020, Mr. Bisgay has also been appointed as the Principal Accounting Officer of the Company. Sean P. Galvin remains in his role as the Company’sChief Accounting Officer, but will cease to be the Principal Accounting Officer or an executive officer as of such date.

Extension of Revolving Credit Agreement

On February 26, 2020, the Company entered into a second amendment to the unsecured Revolving Credit Agreement, pursuant to which, the maturity date was extendedby two years to February 26, 2023. The size of the Revolving Credit Agreement, along with the interest rate on the borrowings therefrom, remained unchanged.

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

BGC Partners maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed by BGC Partners is recorded,processed, accumulated, summarized and communicated to its management, including its Chairman and Chief Executive Officer and its Chief Financial Officer, to allow timelydecisions regarding required disclosures, and reported within the time periods specified in the SEC’s rules and forms. The Chairman and Chief Executive Officer and the ChiefFinancial Officer have performed an evaluation of the effectiveness of the design and operation of BGC Partners disclosure controls and procedures as of December 31, 2019.Based on that evaluation, the Chairman and Chief Executive Officer and the Chief Financial Officer concluded that BGC Partners’ disclosure controls and procedures wereeffective as of December 31, 2019.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our Chairman and Chief Executive Officer, and our Chief FinancialOfficer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2019 based upon criteria set forth in the InternalControl—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (COSO). Our internal control overfinancial reporting includes policies and procedures that provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statementsfor external reporting purposes in accordance with U.S. GAAP.

Based on the results of our 2019 evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2019. Wereviewed the results of management’s assessment with our Audit Committee.

Management has excluded BGC Partners’ acquisitions of Ginga Petroleum and Tokio Marine as these acquisitions were completed on March 12, 2019 andNovember 26, 2019, respectively, and did not have a material effect on our financial condition, results of operations or cash flows in 2019. However, we do anticipate that theseacquisitions will be included in management’s assessment of internal control over financial reporting and our audit of internal controls over financial reporting for 2020. GingaPetroleum and Tokio Marine’s aggregate 2019 revenues were approximately 0.8% of the Company’s total revenues for the year ended December 31, 2019.

The effectiveness of our internal control over financial reporting as of December 31, 2019 has been audited by Ernst & Young, an independent registered publicaccounting firm, as stated in their report, which is included in this Annual Report on Form 10-K. Such report expresses an unqualified opinion on the effectiveness of theCompany’s internal control over financial reporting as of December 31, 2019.

Changes in Internal Control over Financial Reporting

During the quarter ended December 31, 2019, there were no changes in our internal control over financial reporting that materially affect, or are reasonably likely tomaterially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

The information required by this item is set forth under the headings “Extension of Revolving Credit Agreement” and “Appointment of Principal AccountingOfficer” included in Note 28—“Subsequent Events” to the Company’s consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.

183

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information appearing under “Election of Directors,” “Information about our Executive Officers,” and “Code of Ethics and Whistleblower Procedures” in thedefinitive Proxy Statement for the Company’s 2020 Annual Meeting of Stockholders (the “2020 Proxy Statement”) is hereby incorporated by reference in response to this Item10. We anticipate that we will file the 2020 Proxy Statement with the SEC on or before April 29, 2020.

ITEM 11. EXECUTIVE COMPENSATION

The information appearing under “Compensation Discussion and Analysis,” “Compensation Committee Report,” “Executive Compensation” and “CompensationCommittee Interlocks and Insider Participation” in the 2020 Proxy Statement is hereby incorporated by reference in response to this Item 11.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information appearing under “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information as of December31, 2019” in the 2020 Proxy Statement is hereby incorporated by reference in response to this Item 12.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information appearing under “Certain Relationships and Related Transactions and Director Independence” and “Election of Directors—Independence ofDirectors” in the 2020 Proxy Statement is hereby incorporated by reference in response to this Item 13.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information appearing under “Independent Registered Public Accounting Firm Fees” and “Audit Committee Pre-Approval Policies and Procedures” in the 2020Proxy Statement is hereby incorporated by reference in response to this Item 14.

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PART IV—OTHER INFORMATION

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) (1) Financial Statements. The consolidated financial statements required to be filed in this Annual Report on Form 10-K are included in Part II, Item 8 hereof.

(a) (2) Schedule I, Parent Company Only Financial Statements. All other schedules are omitted because they are not applicable or not required, or the requiredinformation is in the financial statements or the notes thereto.

(a) (3) The Exhibit Index set forth below is incorporated by reference in response to this Item 15.

The following Exhibits are filed as part of this Report as required by Regulation S-K. The Exhibits designated by an asterisk (*) are management contracts andcompensation plans and arrangements required to be filed as Exhibits to this Report. Certain exhibits have been previously filed with the SEC pursuant to the SecuritiesExchange Act of 1934 (Commission File Number 0-28191).

EXHIBIT INDEX

ExhibitNumber

Exhibit Title

1.1 Controlled Equity Offering SM Sales Agreement between BGC Partners, Inc. and Cantor Fitzgerald & Co., dated April 12, 2017 (incorporated by referenceas Exhibit 1.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 13, 2017)

1.2 Controlled Equity Offering SM Sales Agreement between BGC Partners, Inc. and Cantor Fitzgerald & Co., dated March 9, 2018 (incorporated by referenceas Exhibit 1.1 to the Registrant’s Registration Statement on Form S-3 filed with the SEC on March 9, 2018)

2.1 Agreement and Plan of Merger, dated as of May 29, 2007, by and among eSpeed, Inc., BGC Partners, Inc., Cantor Fitzgerald, L.P., BGC Partners, L.P., BGCGlobal Holdings, L.P. and BGC Holdings, L.P. (incorporated by reference to the Registrant’s Definitive Proxy Statement on Schedule 14A filed with theSEC on February 11, 2008)

2.2 Amendment No. 1, dated as of November 5, 2007, to the Agreement and Plan of Merger, dated as of May 29, 2007, by and among eSpeed, Inc., BGCPartners, Inc., Cantor Fitzgerald, L.P., BGC Partners, L.P., BGC Global Holdings, L.P. and BGC Holdings, L.P. (incorporated by reference to theRegistrant’s Definitive Proxy Statement on Schedule 14A filed with the SEC on February 11, 2008)

2.3 Amendment No. 2, dated as of February 1, 2008, to the Agreement and Plan of Merger, dated as of May 29, 2007, by and among eSpeed, Inc., BGCPartners, Inc., Cantor Fitzgerald, L.P., BGC Partners, L.P., BGC Global Holdings, L.P. and BGC Holdings, L.P. (incorporated by reference to theRegistrant’s Definitive Proxy Statement on Schedule 14A filed with the SEC on February 11, 2008)

2.4 Separation Agreement, dated as of March 31, 2008, by and among Cantor Fitzgerald, L.P., BGC Partners, LLC, BGC Partners, L.P., BGC Global Holdings,L.P. and BGC Holdings, L.P. (incorporated by reference as Exhibit 2.4 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 7, 2008)

2.5 Purchase Agreement, dated as of April 1, 2013, by and among BGC Partners, Inc., BGC Partners, L.P., The NASDAQ OMX Group, Inc., and for certainlimited purposes, Cantor Fitzgerald, L.P. (incorporated by reference as Exhibit 2.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC onAugust 8, 2013)

2.6 Tender Offer Agreement executed by BGC Partners, Inc., BGC Partners, L.P. and GFI Group Inc., dated February 19, 2015 (incorporated by reference asExhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 25, 2015)

2.7 Stock Purchase Agreement by and among GFINet, Inc., GFI TP Holdings Pte Ltd, Intercontinental Exchange, Inc., and, solely for the purposes set forththerein, GFI Group Inc. and BGC Partners, Inc. (incorporated by reference as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with theSEC on November 18, 2015)

2.8 Agreement and Plan of Merger, dated December 22, 2015, by and among BGC Partners, Inc., JPI Merger Sub 1, Inc., JPI Merger Sub 2, LLC, JerseyPartners Inc., New JP Inc., Michael Gooch and Colin Heffron (incorporated by reference as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filedwith the SEC on December 23, 2015)

2.9 Transaction Agreement, dated as of July 17, 2017, by and among BGC Partners, Inc. BGC Partners, L.P., Cantor Fitzgerald, L.P., Cantor Commercial RealEstate Company, L.P., Cantor Sponsor, L.P., CF Real Estate Finance Holdings, L.P. and CF Real Estate Finance Holdings GP, LLC (incorporated byreference as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 21, 2017)

185

ExhibitNumber

Exhibit Title

2.10 Amended and Restated Separation and Distribution Agreement, dated as of November 23, 2018, by and among Cantor Fitzgerald, L.P., BGC Partners, Inc.,BGC Holdings, L.P., BGC Partners, L.P., BGC Global Holdings, L.P., Newmark Group, Inc., Newmark Holdings, L.P. and Newmark Partners, L.P.(incorporated by reference as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on November 27, 2018)

3.1 Restated Certificate of Incorporation of BGC Partners, Inc. (incorporated by reference as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filedwith the SEC on August 8, 2016)

3.2 Amended and Restated Bylaws of BGC Partners, Inc. (incorporated by reference as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with theSEC on April 7, 2008)

4.1 Description of Securities of Registrant

4.2 Specimen Class A Common Stock Certificate (incorporated by reference as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 filed with theSEC on April 18, 2008)

4.3 Indenture, dated as of June 26, 2012, between BGC Partners, Inc. and U.S. Bank National Association, as Trustee, (incorporated by reference as Exhibit 4.1to the Registrant’s Current Report on Form 8-K filed with the SEC on June 27, 2012)

4.4 Third Supplemental Indenture, dated as of May 27, 2016, by and between BGC Partners, Inc. and U.S. Bank National Association, as Trustee, relating to the5.125% Senior Notes due 2021 (incorporated by reference as Exhibit 4.2 to the Registrant’s Form 8-K filed with the SEC on May 31, 2016)

4.5 Form of 5.125% Senior Notes due 2021 (incorporated by reference as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC onMay 31, 2016)

4.6 Fourth Supplemental Indenture, dated as of July 24, 2018, by and between BGC Partners, Inc. and U.S. Bank National Association, as Trustee, relating to the5.375% Senior Notes due 2023 (incorporated by reference as Exhibit 4.2 to the Registrant’s Form 8-K filed with the SEC on July 25, 2018)

4.7 Form of 5.375% Senior Notes due 2023 (incorporated by reference as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on July25, 2018)

4.8 Indenture, dated as of September 27, 2019, between BGC Partners, Inc. and Wells Fargo Bank, National Association, as trustee (incorporated by reference asExhibit 4.1 to the Registrant’s Form 8-K filed with the SEC on September 30, 2019)

4.9 First Supplemental Indenture, dated as of September 27, 2019, between BGC Partners, Inc. and Wells Fargo Bank, National Association, as trustee(incorporated by reference as Exhibit 4.2 to the Registrant’s Form 8-K filed with the SEC on September 30, 2019)

4.10 Form of BGC Partners, Inc. 3.750% Senior Notes due 2024 (included in Exhibit 4.2 to the Registrant’s Form 8-K filed with the SEC on September 30, 2019)

10.1 Registration Rights Agreement, dated as of December 9, 1999, by and among eSpeed, Inc. and the Investors named therein (incorporated by reference toExhibit 10.6 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1999)

10.2 Registration Rights Agreement by and between Cantor Fitzgerald, L.P. and BGC Partners, LLC, dated as of March 31, 2008 (incorporated by reference asExhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 7, 2008)

10.3 Administrative Services Agreement, dated as of March 6, 2008, by and between Cantor Fitzgerald, L.P. and BGC Partners, Inc. (incorporated by reference toExhibit 10.5 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 7, 2008)

10.4 Administrative Services Agreement, dated as of August 9, 2007, by and among Tower Bridge International Services L.P. and BGC International(incorporated by reference as Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 7, 2008)

10.5 BGC Holdings, L.P. Participation Plan, effective as of April 1, 2008 (incorporated by reference as Exhibit 10.8 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 7, 2008)*

186

ExhibitNumber

Exhibit Title

10.6 Tax Receivable Agreement, dated as of March 31, 2008, by and between BGC Partners, LLC and Cantor Fitzgerald, L.P. (incorporated by reference asExhibit 10.7 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 7, 2008)

10.7 License Agreement, dated as of April 1, 2008, by and between BGC Partners, Inc. and Cantor Fitzgerald, L.P. (incorporated by reference as Exhibit 10.10 tothe Registrant’s Current Report on Form 8-K filed with the SEC on April 7, 2008)

10.8 Clearing Services Agreement, dated May 6, 2008, Cantor Fitzgerald & Co. and BGC Financial, Inc. (incorporated by reference as Exhibit 10.1 to theRegistrant’s Quarterly Report on Form 10-Q filed with the SEC on November 11, 2008)

10.9 Amendment to Clearing Services Agreement, dated November 7, 2008, between Cantor Fitzgerald & Co. and BGC Financial, Inc. (incorporated by referenceas Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 11, 2008)

10.10 Agreement dated November 5, 2008 between BGC Partners, Inc. and Cantor Fitzgerald, L.P. regarding clearing capital (incorporated by reference as Exhibit10.3 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 11, 2008)

10.11 Subscription Agreement, dated March 16, 2010, among BGC Partners, Inc., BGC Holdings, L.P. and Cantor Fitzgerald, L.P. (incorporated by reference asExhibit 10.43 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 16, 2010)

10.12 Registration Rights Agreement, dated as of April 1, 2010, by and between BGC Partners, Inc. and Cantor Fitzgerald, L.P. (incorporated by reference asExhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 7, 2010)

10.13 Tower Bridge International Services L.P. and BGC Brokers L.P. Administrative Services Agreement dated January 9, 2012 (incorporated by reference asExhibit 10.60 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 15, 2012)

10.14 Tower Bridge International Services L.P. and Cantor Fitzgerald Europe Administrative Services Agreement dated January 9, 2012 (incorporated by referenceas Exhibit 10.61 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 15, 2012)

10.15 Tower Bridge International Services L.P. and Cantor Index Limited Administrative Services Agreement dated January 9, 2012 (incorporated by reference asExhibit 10.62 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 15, 2012)

10.16 Tower Bridge International Services L.P. and BGC International Administrative Services Agreement dated January 9, 2012 (incorporated by reference asExhibit 10.63 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 15, 2012)

10.17 Tower Bridge International Services L.P. and eSpeed International Limited Administrative Services Agreement dated January 9, 2012 (incorporated byreference as Exhibit 10.64 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 15, 2012)

10.18 Tower Bridge International Services L.P. and eSpeed Support Services Limited Administrative Services Agreement dated January 9, 2012 (incorporated byreference as Exhibit 10.65 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 15, 2012)

10.19 Amended and Restated Change in Control Agreement dated August 3, 2011 between Howard W. Lutnick and BGC Partners, Inc. (incorporated by referenceas Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2011)*

10.20 Amended and Restated Change in Control Agreement dated August 3, 2011 between Stephen M. Merkel and BGC Partners, Inc. (incorporated by referenceas Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2011)*

10.21 Amended and Restated Deed of Adherence, dated as of January 22, 2014, between Sean Windeatt and BGC Services (Holdings) LLP (incorporated byreference as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 28, 2014)

10.22 Letter Agreement, dated as of August 24, 2015, among BGC Partners, Inc., BGC Partners, L.P. and GFI Group Inc., relating to shareholder litigation and theTender Offer Agreement (incorporated by reference as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 9,2015)

187

ExhibitNumber

Exhibit Title

10.23 Seventh Amended and Restated Long Term Incentive Plan, dated as of June 22, 2016 (incorporated by reference as Exhibit 10.1 to the Registrant’s CurrentReport on Form 8-K filed with the SEC on June 24, 2016)*

10.24 Amended and Restated Deed of Adherence, dated December 14, 2016, between Shaun D. Lynn and BGC Services (Holdings) LLP (incorporated byreference as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 16, 2016)*

10.25 Consultancy Agreement, dated December 14, 2016, between Shaun D. Lynn and BGC Holdings, L.P. (incorporated by reference as Exhibit 10.2 to theRegistrant’s Current Report on Form 8-K filed with the SEC on December 16, 2016)*

10.26 Letter Agreement, dated December 14, 2016, between Shaun D. Lynn and BGC Holdings, L.P. (incorporated by reference as Exhibit 10.3 to the Registrant’sCurrent Report on Form 8-K filed with the SEC on December 16, 2016)*

10.27 Deed of Amendment, dated February 24, 2017, to the Amended and Restated Deed of Adherence, between Sean A. Windeatt and BGC Services (Holdings)LLP (incorporated by reference as Exhibit 10.86 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 28, 2017)*

10.28 Consultancy Agreement, dated February 24, 2017, between Sean A. Windeatt and BGC Services (Holdings) LLP (incorporated by reference as Exhibit 10.87to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 28, 2017)*

10.29 Letter Agreement, dated February 24, 2017, between Sean A. Windeatt and BGC Holdings, L.P. (incorporated by reference as Exhibit 10.88 to theRegistrant’s Annual Report on Form 10-K filed with the SEC on February 28, 2017)*

10.30 Second Amended and Restated BGC Partners, Inc. Incentive Bonus Compensation Plan (incorporated by reference as Exhibit 10.1 to the Registrant’sCurrent Report on Form 8-K filed with the SEC on June 9, 2017)*

10.31 Amended and Restated Agreement of Limited Partnership of CF Real Estate Finance Holdings, L.P., dated as of September 8, 2017 (incorporated byreference as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 8, 2017)

10.32 Second Amended and Restated Agreement of Limited Partnership of BGC Holdings, L.P., dated as of December 13, 2017 (incorporated by reference asExhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 19, 2017)

10.33 Amendment No. 1, dated November 8, 2018, to the Second Amended and Restated Agreement of Limited Partnership of BGC Holdings, L.P (incorporatedby reference as Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 8, 2018).

10.34 Second Amended and Restated Agreement of Limited Partnership of BGC Partners, L.P., dated as of December 13, 2017 (incorporated by reference asExhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 19, 2017)

10.35 Second Amended and Restated Agreement of Limited Partnership of BGC Global Holdings, L.P., dated as of December 13, 2017 (incorporated by referenceas Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 19, 2017)

10.36 Registration Rights Agreement, dated as of December 13, 2017, by and among Cantor Fitzgerald, L.P., BGC Partners, Inc. and Newmark Group, Inc.(incorporated by reference as Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 19, 2017)

10.37 Transition Services Agreement, dated as of December 13, 2017, by and between BGC Partners, Inc. and Newmark Group, Inc. (incorporated by reference asExhibit 10.7 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 19, 2017)

10.38 Tax Matters Agreement, dated as of December 13, 2017, by and among BGC Partners, Inc., BGC Holdings, L.P., BGC Partners, L.P., Newmark Group, Inc.,Newmark Holdings, L.P. and Newmark Partners, L.P. (incorporated by reference as Exhibit 10.8 to the Registrant’s Current Report on Form 8-K filed withthe SEC on December 19, 2017)

10.39 Amended and Restated Tax Receivable Agreement, dated as of December 13, 2017, by and between Cantor Fitzgerald, L.P. and BGC Partners, Inc.(incorporated by reference as Exhibit 10.9 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 19, 2017)

188

ExhibitNumber

Exhibit Title

10.40 Exchange Agreement, dated as of December 13, 2017, by and among Cantor Fitzgerald, L.P., BGC Partners, Inc. and Newmark Group, Inc. (incorporated byreference as Exhibit 10.10 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 19, 2017)

10.41 Investment Agreement dated as of March 6, 2018 by and among BGC Partners, Inc., BGC Holdings, L.P., BGC Partners, L.P., BGC Global Holdings, L.P.,Newmark Group, Inc., Newmark Holdings, L.P., and Newmark Partners, L.P. (incorporated by reference as Exhibit 10.1 to the Registrant’s Current Reporton Form 8-K filed with the SEC on March 7, 2018)

10.42 Credit Agreement, dated as of March 19, 2018, by and between BGC Partners, Inc. and Cantor Fitzgerald, L.P. (incorporated by reference as Exhibit 10.1 tothe Registrant’s Current Report on Form 8-K filed with the SEC on March 23, 2018)

10.43 Amendment, dated August 6, 2018, to the Credit Agreement, dated as of March 19, 2018, by and between BGC Partners, Inc. and Cantor Fitzgerald, L.P(incorporated by reference as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 7, 2018)

10.44 Amended and Restated Credit Agreement, dated as of March 19, 2018, by and between BGC Partners, Inc. and Newmark Group, Inc. (incorporated byreference as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 23, 2018)

10.45 Credit Agreement, dated as of November 28, 2018, by and among BGC Partners, Inc., as the Borrower, certain subsidiaries of the Borrower, as Guarantors,the several financial institutions from time to time as parties thereto, as Lenders, and Bank of America, N.A., as Administrative Agent (incorporated byreference as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 27, 2018)

10.46 First Amendment, dated December 11, 2019, to the Credit Agreement, dated as of November 28, 2018, by and among BGC Partners, Inc., as the Borrower,certain subsidiaries of the Borrower, as Guarantors, the several financial institutions from time to time as parties thereto, as Lenders, and Bank of America,N.A., as Administrative Agent (incorporated by reference as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December13, 2019)

10.47 Second Amendment, dated February 26, 2020, to the Credit Agreement, dated as of November 28, 2018, by and among BGC Partners, Inc., as the Borrower,certain subsidiaries of the Borrower, as Guarantors, the several financial institutions from time to time as parties thereto, as Lenders, and Bank of America,N.A., as the Administrative Agent.

21.1 List of subsidiaries of BGC Partners, Inc.

23.1 Consent of Ernst & Young LLP

31.1 Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 Certification by the Chief Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101 The following materials from BGC Partners’ Annual Report on Form 10-K for the period ended December 31, 2019 are formatted in inline eXtensibleBusiness Reporting Language (iXBRL): (i) the Consolidated Statements of Financial Condition, (ii) the Consolidated Statements of Operations, (iii) theConsolidated Statements of Comprehensive Income (Loss), (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Changes inEquity, (vi) Notes to the Consolidated Financial Statements, and (vii) Schedule I, Parent Company Only Financial Statements. The XBRL Instance documentdoes not appear in the Interactive Data File because its XBRL tags are embedded within the iXBRL document.

104 The cover page from this Annual Report on Form 10-K, formatted in inline XBRL.

ITEM 16. FORM 10-K SUMMARY

Not Applicable

189

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K for thefiscal year ended December 31, 2019 to be signed on its behalf by the undersigned, thereunto duly authorized, on the 28th day of February, 2020. BGC Partners, Inc. By: /S/ HOWARD W. LUTNICKName: Howard W. LutnickTitle: Chairman of the Board and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of theregistrant, BGC Partners, Inc., in the capacities and on the date or dates indicated.

Signature Capacity in Which Signed Date

/S/ HOWARD W. LUTNICK Chairman of the Board and Chief Executive Officer February 28, 2020Howard W. Lutnick (Principal Executive Officer)

/S/ STEVEN BISGAY Chief Financial Officer February 28, 2020Steven Bisgay (Principal Financial Officer)

/S/ SEAN P. GALVIN Chief Accounting Officer February 28, 2020Sean P. Galvin (Principal Accounting Officer)

/S/ LINDA A. BELL Director February 28, 2020Linda A. Bell

/S/ STEPHEN T. CURWOOD Director February 28, 2020Stephen T. Curwood

/S/ WILLIAM J. MORAN Director February 28, 2020William J. Moran

/S/ DAVID RICHARDS Director February 28, 2020David Richards

190

BGC PARTNERS, INC.(Parent Company Only)

STATEMENTS OF FINANCIAL CONDITION(in thousands, except share and per share data)

December 31, 2019 December 31, 2018

Assets Cash and cash equivalents $ 44 $ 155 Investments in subsidiaries 669,402 757,298 Receivables from related parties 3,999 20,028 Note receivable from related party 1,109,013 742,517 Other assets 49,252 31,721

Total assets $ 1,831,710 $ 1,551,719 Liabilities and Stockholders’ Equity Accounts payable, accrued and other liabilities $ 36,871 $ 40,829 Notes payable 1,109,013 742,517

Total liabilities 1,145,884 783,346 Commitments and contingencies (Note 2) Total stockholders’ equity 685,826 768,373

Total liabilities and stockholders’ equity $ 1,831,710 $ 1,551,719

See accompanying Notes to Financial Statements.

191

BGC PARTNERS, INC.(Parent Company Only)

STATEMENTS OF OPERATIONS(in thousands, except per share data)

Year Ended December 31, 2019 2018 2017

Revenues: Other income $ — $ 36,944 $ — Interest income 55,044 68,382 98,819

Total revenue 55,044 105,326 98,819 Expenses:

Interest expense 55,044 68,382 98,819 Total expenses 55,044 68,382 98,819

Income from operations before income taxes — 36,944 — Equity income (loss) of subsidiaries 58,819 49,472 (76,350)Equity income of discontinued operations, net — 123,816 176,278 Provision (benefit) for income taxes 3,112 12,712 48,453 Net income available to common stockholders $ 55,707 $ 197,520 $ 51,475

Per share data: Net income (loss) available to common stockholders:

Net income (loss) from continuing operations $ 55,707 $ 73,704 $ (124,803)Net income (loss) from discontinued operations (1) — 120,438 176,278 Net income (loss) available to common stockholders (1) $ 55,707 $ 194,142 $ 51,475

Basic earnings (loss) per share Continuing operations $ 0.16 $ 0.23 $ (0.43)Discontinued operations $ — $ 0.37 $ 0.61 Basic earnings (loss) per share $ 0.16 $ 0.60 $ 0.18 Basic weighted-average shares of common stock outstanding 344,332 322,141 287,378

Fully diluted earnings (loss) per share Net income for fully diluted shares from continuing operations $ 83,531 $ 73,704 $ (124,803)Fully diluted earnings (loss) per share from continuing operations $ 0.16 $ 0.23 $ (0.43)Fully diluted weighted-average shares of common stock outstanding 524,550 323,844 287,378 Net income for fully diluted shares from discontinued operations $ — $ 120,438 $ 176,278 Fully diluted earnings (loss) per share from discontinued operations $ — $ 0.37 $ 0.61 Fully diluted weighted-average shares of common stock outstanding — 323,844 287,378

(1) In Accordance with ASC 260, includes a reduction for dividends on preferred stock or units, when applicable.

See accompanying Notes to Financial Statements.

192

BGC PARTNERS, INC.(Parent Company Only)

STATEMENTS OF COMPREHENSIVE INCOME(in thousands)

Year Ended December 31, 2019 2018 2017

Net income available to common stockholders $ 55,707 $ 197,520 $ 51,475 Other comprehensive (loss) income, net of tax:

Foreign currency translation adjustments 96 (11,686) 13,536 Available for sale securities — — (823)Benefit plans (8,733) — —

Total other comprehensive (loss) income, net of tax (8,637) (11,686) 12,713 Comprehensive income attributable to common stockholders $ 47,070 $ 185,834 $ 64,188

See accompanying Notes to Financial Statements.

193

BGC PARTNERS, INC.(Parent Company Only)

STATEMENTS OF CASH FLOWS(in thousands)

Year Ended December 31, 2019 2018 2017

CASH FLOWS FROM OPERATING ACTIVITIES: Net income available to common stockholders $ 55,707 $ 197,520 $ 51,475 Less: Equity income of discontinued operations — (123,816) (176,278)

Adjustments to reconcile net income to net cash used in operating activities: Amortization of deferred financing costs 3,206 4,012 5,287 Equity in net gains (losses) of unconsolidated investments (58,819) (49,472) 76,350 Deferred tax (benefit) expense (19,947) (12,449) 5,168

Decrease (increase) in operating assets: Investments in subsidiaries 12,399 (365,405) 5,840 Receivables from related parties 16,029 10,686 — Note receivable from related party (366,496) (450,000) (975,000)Other assets 861 39 57

(Decrease) increase in operating liabilities: Accounts payable, accrued and other liabilities (3,958) 3,753 (7,044)

Net cash used in operating activities (361,018) (785,132) (1,014,145)CASH FLOWS FROM INVESTING ACTIVITIES:

Net cash used in investing activities — — — CASH FLOWS FROM FINANCING ACTIVITIES:

Dividends to stockholders (192,442) (231,446) (200,116)Repurchase of Class A common stock (970) (8,185) (16,773)Issuance of senior notes, net of deferred issuance costs 294,845 444,196 968,910 Unsecured revolving credit agreement borrows 390,000 195,000 — Unsecured revolving credit agreement repayments (320,000) (195,000) — Distributions from subsidiaries 184,545 199,062 172,562 Proceeds from offering of Class A common stock, net 4,929 345,974 87,836 Proceeds from exercises of stock options — — 72

Net cash provided by financing activities 360,907 749,601 1,012,491 Net cash provided by (used in) operating activities from discontinued operations — — — Net cash provided by (used in) investing activities from discontinued operations — — — Net cash provided by (used in) financing activities from discontinued operations — 35,487 — Net increase (decrease) in cash and cash equivalents (111) (44) (1,654)

Cash and cash equivalents at beginning of period 155 199 1,853 Cash and cash equivalents at end of period $ 44 $ 155 $ 199

Supplemental cash information: Cash paid during the period for taxes $ 5,422 $ 20,598 $ 47,419 Cash paid during the period for interest $ 47,329 $ 15,375 $ 49,867

Supplemental non-cash information: Issuance of Class A common stock upon exchange of limited partnership interests $ 26,146 $ 143,232 $ 106,698 Issuance of Class A and contingent Class A common stock and limited partnership interests for acquisitions 3,040 $ 21,899 $ 14,232

See accompanying Notes to Financial Statements.

194

BGC PARTNERS, INC.(Parent Company Only)

NOTES TO FINANCIAL STATEMENTS

1. Organization and Basis of Presentation

The accompanying Parent Company Only Financial Statements of BGC Partners should be read in conjunction with the consolidated financial statements of BGCPartners and subsidiaries and the notes thereto. In addition, certain reclassifications have been made to previously reported amounts to conform to the current presentation.

For the year ended December 31, 2019, the Company declared and paid cash dividends of $0.56 per share to BGC Class A and Class B common stockholders. For theyear ended December 31, 2018 and 2017, the comparable cash dividend amounts were $0.72 per share and $0.70 per share, respectively.

2. Commitments, Contingencies and Guarantees

On March 13, 2015, subsidiaries of the Company entered into a secured loan arrangement of $28.2 million, under which it pledged certain fixed assets as security for aloan. This arrangement was guaranteed by the Parent Company, incurred interest at a fixed rate of 3.70% and matured on March 13, 2019, therefore there were no borrowingsoutstanding as of December 31, 2019. As of December 31, 2018, the Company had $1.8 million outstanding related to this secured loan arrangement. The book value of thefixed assets pledged as of December 31, 2018 was $0.1 million.

On July 10, 2015, the Company and GFI entered into a guarantee pursuant to which the Parent Company has guaranteed the obligations of GFI under GFI’s 8.375%Senior notes due in the remaining aggregate principal amount of $240.0 million and the indenture for the notes, dated as of July 19, 2011, between GFI and The Bank of NewYork Mellon Trust Company, N.A., as Trustee. Pursuant to the terms of the indenture, the interest rate on the notes was reduced effective July 19, 2015 as a result of priorratings increases following the acquisition of GFI by BGC Partners. In addition, on January 13, 2016 the interest rate was further reduced as a result of another ratings increase.The Company and GFI will share any cost savings, including interest and other costs, resulting from the credit enhancement provided by BGC Partners.

On May 31, 2017, the Company entered into a secured loan arrangement of $29.9 million, under which it pledged certain fixed assets as security for a loan. Thisarrangement is guaranteed by the Parent Company, incurs interest at a fixed rate of 3.44% per year and matures on May 31, 2021. As of December 31, 2019 and December 31,2018, the Company had $11.7 million and $19.2 million, respectively, outstanding related to this secured loan arrangement. The book value of the fixed assets pledged as ofDecember 31, 2019 was $2.3 million. The book value of the fixed assets pledged as of December 31, 2018 was $6.5 million.

On April 8, 2019, the Company entered into a secured loan arrangement of $15.0 million, under which it pledged certain fixed assets as security for a loan. Thisarrangement is guaranteed by the Parent Company, incurs interest at a fixed rate of 3.77% and matures on April 8, 2023. As of December 31, 2019, the Company had $13.2million outstanding related to this secured loan arrangement. The book value of the fixed assets pledged as of December 31, 2019 was $8.1 million.

3. Long-Term Debt

Unsecured Senior Revolving Credit and Converted Term Loan Agreement

On September 8, 2017, the Company entered into a committed unsecured senior revolving credit agreement with Bank of America, N.A., as administrative agent, and asyndicate of lenders. The revolving credit agreement provided for revolving loans of up to $400.0 million. The maturity date of the facility was September 8, 2019. OnNovember 22, 2017, the Company and Newmark entered into an amendment to the unsecured senior revolving credit agreement. Pursuant to the amendment, the then-outstanding borrowings of the Company under the revolving credit facility were converted into a term loan. There was no change in the maturity date or interest rate. EffectiveDecember 13, 2017, Newmark assumed the obligations of the Company as borrower under the converted term loan. The Company remained a borrower under, and retainedaccess to, the revolving credit facility for any future draws, subject to availability which increased as Newmark repaid the converted term loan. As of December 31, 2017,Newmark had $397.3 million borrowings outstanding under the converted term loan. During the year ended December 31, 2018, Newmark repaid the outstanding balance of theconverted term loan. During the year ended December 31, 2018, the Company borrowed $195.0 million under the committed unsecured senior revolving credit agreement andsubsequently repaid the $195.0 million during the year. Therefore, there were no borrowings outstanding as of December 31, 2018. The Company recorded interest expense of$1.0 million and $4.3 million for the years ended December 31, 2018 and 2017, respectively. The Company did not record any interest expense related to the committedunsecured revolving credit agreement for the year ended December 31, 2019.

195

On November 28, 2018, the Company entered into a new Revolving Credit Agreement which replaced the existing committed unsecured senior revolving credit

agreement. The maturity date of the new Revolving Credit Agreement was November 28, 2020 and the maximum revolving loan balance has been reduced from $400.0 millionto $350.0 million. Borrowings under this agreement bore interest at either LIBOR or a defined base rate plus additional margin. On December 11, 2019, the Company enteredinto an amendment to the new unsecured Revolving Credit Agreement. Pursuant to the amendment, the maturity date was extended to February 26, 2021. There was no changeto the interest rate or the maximum revolving loan balance. As of December 31, 2019, there was $68.9 million of borrowings outstanding, net of deferred financing costs of $1.1million, under the new unsecured Revolving Credit Agreement. The average interest rate on the outstanding borrowings was 3.88% for the year ended December 31, 2019. Asof December 31, 2018, there were no borrowings outstanding under the new unsecured senior Revolving Credit Agreement. The Company recorded interest expense related tothe unsecured senior Revolving Credit Agreement of $10.0 million and $0.3 million for the years ended December 31, 2019 and 2018, respectively . The Company did notrecord any interest expense related to the committed unsecured Revolving Credit Agreement for the year ended December 31, 2017.

Unsecured Senior Term Loan Credit Agreement

On September 8, 2017, the Company entered into a committed unsecured senior term loan credit agreement with Bank of America, N.A., as administrative agent, and asyndicate of lenders. The term loan credit agreement provided for loans of up to $575.0 million. The maturity date of the agreement was September 8, 2019. On November 22,2017, the Company and Newmark entered into an amendment to the unsecured senior term loan credit agreement. Pursuant to the term loan amendment and effective as ofDecember 13, 2017, Newmark assumed the obligations of the Company as borrower under the senior term loan. There was no change in the maturity date or interest rate. As ofDecember 31, 2017, Newmark had $270.7 million borrowings outstanding under the senior term loan. During the year ended December 31, 2018, Newmark repaid theoutstanding balance of $270.7 million at which point the facility was terminated. As of December 31, 2019 and 2018, there were no borrowings outstanding under the seniorterm loan. The Company recorded interest expense related to the senior term loan of $8.4 million for the year ended December 31, 2017. The Company did not record anyinterest expense related to the senior term loan for the years ended December 31, 2019 and 2018.

8.125% Senior Notes

On June 26, 2012, the Company issued an aggregate of $112.5 million principal amount of 8.125% Senior Notes due 2042. The 8.125% Senior Notes are seniorunsecured obligations of the Company. The 8.125% Senior Notes were redeemable for cash, in whole or in part, on or after June 26, 2017, at the Company’s option, at any timeand from time to time, until maturity at a redemption price equal to 100% of the principal amount to be redeemed, plus accrued but unpaid interest on the principal amount beingredeemed to, but not including, the redemption date. The 8.125% Senior Notes were listed on the New York Stock Exchange under the symbol “BGCA.” The Company used theproceeds to repay short-term borrowings under its unsecured revolving credit facility and for general corporate purposes, including acquisitions. In connection with the issuanceof the 8.125% Senior Notes, the Company lent the proceeds of the 8.125% Senior Notes to BGC U.S. OpCo, BGC U.S. OpCo issued the 2042 Promissory Note.

The initial carrying value of the 8.125% Senior Notes was $108.7 million, net of debt issuance costs of $3.8 million. The issuance costs were amortized as interestexpense, and the carrying value of the 8.125% Senior Notes accreted to the face amount over the term of the 8.125% Senior Notes. On December 13, 2017, Newmark OpCoassumed all of the BGC U.S. OpCo’s rights and obligations under the 2042 Promissory Note. During the year ended December 31, 2018, Newmark repaid the Company in fullfor the 2042 Promissory Note, and the Company subsequently repaid the 8.125% Senior Notes on September 5, 2018. The Company did not record any interest expense relatedto the 8.125% Senior Notes for the years ended December 31, 2019 and 2018, as Newmark assumed this obligation in 2017.

5.375% Senior Notes

On December 9, 2014, the Company issued an aggregate of $300.0 million principal amount of 5.375% Senior Notes due 2019. The 5.375% Senior Notes are generalsenior unsecured obligations of the Company. These Senior Notes bear interest at a rate of 5.375% per year, payable in cash on June 9 and December 9 of each year,commencing June 9, 2015. The interest rate payable on the notes will be subject to adjustments from time to time based on the debt rating assigned by specified rating agenciesto the notes, as set forth in the Indenture. The 5.375% Senior Notes were scheduled to mature on December 9, 2019. In connection with the issuance of the 5.375% SeniorNotes, the Company lent the proceeds of the 5.375% Senior Notes to BGC U.S. OpCo, and BGC U.S. Opco issued the 2019 Promissory Note. On December 13, 2017,Newmark OpCo assumed all of BGC U.S. OpCo’s rights and obligations under the 2019 Promissory Note.

The initial carrying value of the 5.375% Senior Notes was $295.1 million, net of the discount and debt issuance costs of $4.9 million. The issuance costs were amortizedas interest expense, and the carrying value of the 5.375% Senior Notes accreted to the face amount over the term of the notes. During the year ended December 31, 2018,Newmark repaid the Company in full for the 2019 Promissory Note, and the Company subsequently redeemed the 5.375% Senior Notes on December 5, 2018. The Companydid not record any interest expense related to the 5.375% Senior Notes for the years ended December 31, 2019 and 2018, as Newmark assumed this obligation in 2017.

196

5.125% Senior Notes

On May 27, 2016, the Company issued an aggregate of $300.0 million principal amount of 5.125% Senior Notes due 2021. The 5.125% Senior Notes are general seniorunsecured obligations of the Company. These 5.125% Senior Notes bear interest at a rate of 5.125% per year, payable in cash on May 27 and November 27 of each year,commencing November 27, 2016. The 5.125% Senior Notes will mature on May 27, 2021. The Company may redeem some or all of the notes at any time or from time to timefor cash at certain “make-whole” redemption prices (as set forth in the Indenture). If a “Change of Control Triggering Event” (as defined in the Indenture) occurs, holders mayrequire the Company to purchase all or a portion of their notes for cash at a price equal to 101% of the principal amount of the notes to be purchased plus any accrued andunpaid interest to, but excluding, the purchase date.

The initial carrying value of the 5.125% Senior Notes was $295.8 million, net of the discount and debt issuance costs of $4.2 million. The issuance costs are amortizedas interest expense and the carrying value of the 5.125% Senior Notes will accrete up to the face amount over the term of the notes. The carrying value of the 5.125% SeniorNotes as of December 31, 2019 was $298.7 million. The Company recorded interest expense related to the 5.125% Senior Notes of $16.2 million, for each of the years endedDecember 31, 2019, 2018 and 2017.

5.375% Senior Notes due 2023

On July 24, 2018, the Company issued an aggregate of $450.0 million principal amount of 5.375% Senior Notes due 2023. The 5.375% Senior Notes due 2023 aregeneral senior unsecured obligations of the Company. These 5.375% Senior Notes due 2023 bear interest at a rate of 5.375% per year, payable in cash on January 24 and July 24of each year, commencing January 24, 2019. The 5.375% Senior Notes due 2023 will mature on July 24, 2023. The Company may redeem some or all of the 5.375% SeniorNotes due 2023 at any time or from time to time for cash at certain “make-whole” redemption prices (as set forth in the indenture related to the 5.375% Senior Notes due 2023).If a “Change of Control Triggering Event” (as defined in the indenture related to the 5.375% Senior Notes due 2023) occurs, holders may require the Company to purchase all ora portion of their notes for cash at a price equal to 101% of the principal amount of the notes to be purchased plus any accrued and unpaid interest to, but excluding, the purchasedate. The initial carrying value of the 5.375% Senior Notes due 2023 was $444.2 million, net of the discount and debt issuance costs of $5.8 million. The issuance costs areamortized as interest expense and the carrying value of the 5.375% Senior Notes due 2023 will accrete up to the face amount over the term of the notes. The carrying value ofthe 5.375% Senior Notes as of December 31, 2019 was $445.2 million. The Company recorded interest expense related to the 5.375% Senior Notes due 2023 of $25.6 million$11.0 million for the years ended December 31, 2019 and December 31, 2018, respectively. The Company did not record any interest expense related to the 5.375 Senior Notesdue 2023 during the year ended December 31, 2017.

3.750% Senior Notes

On September 27, 2019, the Company issued an aggregate of $300.0 million principal amount of 3.750% Senior Notes due October 1, 2024. The 3.750% Senior Notesare general unsecured obligations of the Company. The 3.750% Senior Notes bear interest at a rate of 3.750% per annum, payable on each April 1 and October 1, commencingApril 1, 2020. The initial carrying value of the 3.750% Senior Notes was $296.1 million, net of discount and debt issuance costs of $3.9 million. The issuance costs will beamortized as interest expense and the carrying value of the 3.750% Senior Notes will accrete up to the face amount over the term of the notes. The carrying value of the 3.750%Senior Notes was $296.1 million as of December 31, 2019. The Company recorded interest expense related to the 3.750% Senior Notes of $3.2 million for the year endedDecember 31, 2019. The Company did not record any interest expense related to the 3.750% Senior Notes for the years ended December 31, 2018 and 2017.

Short-term Borrowings

On February 25, 2016, the Company entered into a committed unsecured credit agreement with Bank of America, N.A., as administrative agent, and a syndicate oflenders, in which, the $25.0 million unsecured credit agreement entered into on December 24, 2015 with Bank of America, N.A. was terminated. Several of the Company’sdomestic non-regulated subsidiaries are parties to the credit agreement as guarantors. The credit agreement provided for revolving loans of $150.0 million, with the option toincrease the aggregate loans to $200.0 million. Borrowings under this facility bore interest at either LIBOR or a defined base rate plus an additional margin which ranges from50 basis points to 250 basis points depending on the Company’s debt rating as determined by S&P and Fitch and whether such loan is a LIBOR loan or a base rate loan. Thecommitted unsecured credit agreement was terminated on September 8, 2017, at which point the outstanding balance of $150.0 million was repaid. As of December 31, 2019and 2018, there were no borrowings outstanding under either the $150.0 million facility or the terminated $25.0 million facility. The Company recorded interest expense relatedto the credit facility of $2.4 million for the year ended December 31, 2017.

197

4. Subsequent Events

Extension of Revolving Credit Agreement

On February 26, 2020, the Company entered into a second amendment to the unsecured Revolving Credit Agreement, pursuant to which, the maturity date was extendedby two years to February 26, 2023. The size of the Revolving Credit Agreement, along with the interest rate on the borrowings therefrom, remained unchanged.

198

Exhibit 4.1DESCRIPTION OF SECURITIES

The following summary is a description of the material terms of BGC Partners, Inc.’s capital stock. When we use the words “we,” “us,” “our” or the “Company,” weare referring to BGC Partners, Inc. and its consolidated subsidiaries. Copies of our restated certificate of incorporation, which we refer to as our “certificate of incorporation,”and our amended and restated bylaws, which we refer to as our “bylaws,” are incorporated by reference as Exhibits 3.1 and 3.2 to our Annual Report on Form 10-K for theyear ended December 31, 2019 of which this Exhibit 4.1 is a part.

Our Capital Stock

The following descriptions of our Class A common stock, par value $0.01 per share, which we refer to as our “Class A common stock”, Class B common stock, parvalue $0.01 per share, which we refer to as our “Class B common stock”, preferred stock and the relevant provisions of our certificate of incorporation and bylaws aresummaries thereof and are qualified in their entirety by reference to our certificate of incorporation and bylaws, copies of which are incorporated by reference as exhibits to ourAnnual Report on Form 10-K for the year ended December 31, 2019 of which this Exhibit 4.1 is a part, and applicable law.

Our authorized capital stock consists of 900,000,000 shares of common stock, consisting of 750,000,000 shares of our Class A common stock and 150,000,000 sharesof our Class B common stock, and 50,000,000 shares of preferred stock, par value $0.01 per share, which we refer to as “preferred stock.”

Common Stock

As of February 26, 2019, there were 308,981,508 shares of our Class A common stock outstanding and 45,884,380 shares of our Class B common stock outstanding.The holders of our Class A common stock are generally entitled to one vote per share on all matters to be voted upon by the stockholders as a group, entitling holders of ourClass A common stock to approximately 40.2% of our voting power as of such date, and do not have cumulative voting rights. The holders of our Class B common stock aregenerally entitled to ten votes per share on all matters to be voted upon by the stockholders as a group, entitling holders of our Class B common stock to 59.8% of our votingpower as of such date, and do not have cumulative voting rights. Cantor Fitzgerald, L.P, which we refer to as “Cantor,” and CF Group Management, Inc., the managing generalpartner of Cantor, and an entity controlled by our Chairman, Howard W. Lutnick, which we refer to as “CFGM,” are the only holders of our Class B common stock. Our Class Bcommon stock generally votes together with our Class A common stock on all matters submitted to the vote of our stockholders. Our Class B common stock shall be issued onlyto (1) Cantor, (2) any entity controlled by Cantor or by Mr. Lutnick, or (3) Mr. Lutnick, his spouse, his estate, any of his descendants, any of his relatives or any trust establishedfor his benefit or for the benefit of his spouse, any of his descendants or any of his relatives, which we refer to as the “B Share Entities.”

Each share of our Class A common stock is equivalent to a share of our Class B common stock for purposes of economic rights. Subject to preferences that may beapplicable to any outstanding preferred stock, the holders of shares of our Class A common stock and Class B common stock are entitled to receive ratably such dividends, ifany, as may be declared from time to time by our board of directors out of funds legally available therefor. In the event of our liquidation, dissolution or winding up, the holdersof shares of our Class A common stock and Class B common stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distributionrights of preferred stock, if any, then outstanding.

Our certificate of incorporation provides that each share of our Class B common stock is convertible at any time, at the option of the holder, into one share of ourClass A common stock. Each share of our Class B common stock will automatically convert into a share of our Class A common stock upon any sale, pledge or other transfer,which we refer to as a “transfer,” whether or not for value, by the initial registered holder, other than any transfer by the initial holder to (1) Cantor, (2) any entity controlled byCantor or by Mr. Lutnick and (3) Mr. Lutnick or the B Share Entities.

Any holder of shares of our Class B common stock may pledge his, her or its shares of Class B common stock, as the case may be, to a pledgee pursuant to a bona fidepledge of the shares as collateral security for indebtedness due to the pledgee so long as the shares are not transferred to or registered in the name of the pledgee. In the event ofany pledge of shares of our Class B common stock meeting these requirements, the pledged shares will not be converted automatically into shares of our Class A common stock.If the pledged shares of our Class B common stock become subject to any foreclosure, realization or other similar action by the pledgee, they will be converted automaticallyinto shares of our Class A common stock upon the occurrence of that action. The automatic conversion provisions in our certificate of incorporation may not be amended,altered, changed or repealed without the approval of the holders of a majority of the voting power of all outstanding shares of our Class A common stock.

Shares of our Class A common stock are not subject to any conversion rights under our certificate of incorporation. None of the shares of our Class A common stock orClass B common stock has any pre-emptive or other subscription rights. There will be no redemption or sinking fund provisions applicable to shares of our Class A commonstock or Class B common stock. All outstanding shares of our Class A common stock and Class B common stock are fully paid and non-assessable.

Under an exchange agreement between us and Cantor, Cantor and its managing general partner, CFGM and other Cantor affiliates entitled to hold Class B commonstock under our certificate of incorporation have the right to exchange from time to time, on a one-for-one basis, subject to adjustment, up to an aggregate of 23,613,420 sharesof Class A common stock now owned or subsequently acquired by Cantor and such affiliates for up to an aggregate of 23,613,420 shares of Class B common stock. Theseshares of Class B common stock represent the remaining 23,613,420 authorized but unissued shares of Class B common stock available for such exchange. Any shares ofClass B common stock issued in connection with the exchange agreement will be deducted from the aggregate number of shares of Class B common stock that may be issued toCantor and such affiliates upon exchange of their exchangeable limited partnership units in BGC Holdings. Accordingly, Cantor and such affiliates will not be entitled to receiveany more shares of Class B common stock under the exchange agreement than they were previously eligible to receive upon exchange of exchangeable limited partnership units.

Preferred Stock

Our board of directors has the authority to cause us to issue preferred stock in one or more classes or series and to fix the designations, powers, preferences and rights,and the qualifications, limitations or restrictions thereof, including dividend rights, dividend rates, terms of redemption, redemption prices, conversion rights and liquidationpreferences of the shares constituting any class or series, without further vote or action by the stockholders. The issuance of our preferred stock pursuant to such “blank check”provisions may have the effect of delaying, deferring or preventing a change of control of us without further action by our stockholders and may adversely affect the voting andother rights of the holders of shares of our Class A common stock. At present, we have no plans to issue any preferred stock.

Anti-Takeover Effects of Delaware Law, Our Certificate of Incorporation and Bylaws and the Outstanding Notes

Some provisions of the Delaware General Corporation Law, which we refer to as the “DGCL,” and our certificate of incorporation, bylaws and outstanding notes,could make the following more difficult:

• acquisition of us by means of a tender offer;

• acquisition of us by means of a proxy contest or otherwise; or

• removal of our incumbent officers and directors.

The provisions, summarized above and below, are designed to discourage coercive takeover practices and inadequate takeover bids. These provisions are also primarilydesigned to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits of increased protection give us thepotential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us and outweigh the disadvantages of discouraging thoseproposals because negotiation of them could result in an improvement of their terms.

2

Delaware Anti-Takeover Law

We are subject to Section 203 of the DGCL. In general, Section 203 of the DGCL prohibits a publicly held Delaware corporation from engaging in a “businesscombination” with an “interested stockholder” for a period of three years following the date the person became an interested stockholder, unless the “business combination” orthe transaction in which the person became an “interested stockholder” is approved in a prescribed manner. Generally, a “business combination” includes a merger, asset orstock sale or other transaction resulting in a financial benefit to the “interested stockholder.” An “interested stockholder” is a person who, together with affiliates and associates,owns 15% or more of a corporation’s outstanding voting stock, or was the owner of 15% or more of a corporation’s outstanding voting stock at any time within the prior threeyears, other than “interested stockholders” prior to the time our Class A common stock was traded on the Nasdaq Stock Market. The existence of this provision would beexpected to have an anti-takeover effect with respect to transactions not approved in advance by our board of directors, including discouraging takeover attempts that mightresult in a premium over the market price for the shares of our Class A common stock.

Certificate of Incorporation and Bylaws

Our bylaws provide that special meetings of stockholders may be called only by the Chairman of our board of directors, or in the event the Chairman of our board ofdirectors is unavailable, by the Chief Executive Officer or by the holders of a majority of the voting power of our Class B common stock, which is held by Cantor and CFGM. Inaddition, as discussed above, our certificate of incorporation permits us to issue “blank check” preferred stock.

Our bylaws require advance written notice prior to a meeting of our stockholders of a proposal or director nomination which a stockholder desires to present at such ameeting, which generally must be received by our Secretary not later than 120 days prior to the first anniversary of the date of our proxy statement for the preceding year’sannual meeting. Our bylaws provide that all amendments to our bylaws must be approved by either the holders of a majority of the voting power of all of our outstanding capitalstock entitled to vote or by a majority of our board of directors.

Corporate Opportunity

Our certificate of incorporation provides that no Cantor Company (as defined below) or any of the representatives (as defined below) of a Cantor Company will oweany fiduciary duty to, nor will any Cantor Company or any of their respective representatives be liable for breach of fiduciary duty to, us or any of our stockholders with respectto a corporate opportunity, except as described below. To the extent that any representative of a Cantor Company also serves as our director or officer, such person will owefiduciary duties to us in his or her capacity as our director or officer. In addition, none of any Cantor Company or any of their representatives will owe any duty to refrain fromengaging in the same or similar activities or lines of business as us, or doing business with any of our clients or customers.

If a third party presents a corporate opportunity (as defined below) to a person who is a representative of ours and a representative of a Cantor Company, expressly andsolely in such person’s capacity as a representative of us, and such person acts in good faith in a manner consistent with the policy that such corporate opportunity belongs to us,then such person:

• will be deemed to have fully satisfied and fulfilled any fiduciary duty that such person has to us as a representative of us with respect to such corporateopportunity;

• will not be liable to us or any of our stockholders for breach of fiduciary duty by reason of such person’s action or inaction with respect to the corporateopportunity;

• will be deemed to have acted in good faith and in a manner that such person reasonably believed to be in, and not opposed to, our best interests; and

• will be deemed not to have breached such person’s duty of loyalty to us and our stockholders, and not to have derived an improper personal benefit therefrom.

3

A Cantor Company may pursue such a corporate opportunity if we decide not to.

If a corporate opportunity is not presented to a person who is both a representative of ours and a representative of a Cantor Company and, expressly and solely in suchperson’s capacity as a representative of us, such person will not be obligated to present the corporate opportunity to us or to act as if such corporate opportunity belongs to us,and such person:

• will be deemed to have fully satisfied and fulfilled any fiduciary duty that such person has to us as a representative of us with respect to such corporateopportunity;

• will not be liable to us or any of our stockholders for breach of fiduciary duty by reason of such person’s action or inaction with respect to such corporateopportunity;

• will be deemed to have acted in good faith and in a manner that such person reasonably believed to be in, and not opposed to, our best interests; and

• will be deemed not to have breached a duty of loyalty to us and our stockholders, and not to have derived an improper personal benefit therefrom.

For purposes of the above:

• “Cantor Company” means Cantor and any of its affiliates (other than, if applicable, the Company and its affiliates);

• “representatives” means, with respect to any person, the directors, officers, employees, general partners or managing member of such person; and

• “corporate opportunity” means any business opportunity that we are financially able to undertake that is, from its nature, in our lines of business, is ofpractical advantage to us and is one in which we have an interest or a reasonable expectancy, and in which, by embracing the opportunity, the self-interest of aCantor Company or their respective representatives will be brought into conflict with our self-interest.

Registration Rights for Class A Common Stock

We have entered into various registration rights agreements with Cantor that provide for our registration of shares of our Class A common stock for resale by Cantor.We entered into a registration rights agreement with Cantor dated December 9, 1999 in connection with eSpeed, Inc.’s formation. We also assumed in connection with themerger the obligations of BGC Partners, LLC (formerly known as BGC Partners, Inc.) under its registration rights agreement with Cantor dated March 31, 2008. For adescription of such registration rights available to Cantor, see “Certain Relationships and Related Transactions, and Director Independence — Registration Rights Agreements”included in our Definitive Proxy Statement on Schedule 14A filed on April 29, 2019, which we incorporate herein by reference.

Transfer Agent and Registrar

The transfer agent and registrar for our Class A common stock is American Stock Transfer & Trust Company, LLC.

4

Exhibit 10.47

EXECUTION VERSION

SECOND AMENDMENT TO CREDIT AGREEMENT

This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of February 26, 2020, amongBGC PARTNERS, INC., a Delaware corporation (the “Borrower”), the Lenders (defined herein) signatory hereto and BANK OF AMERICA, N.A., asadministrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”). Capitalized terms used herein and nototherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement (defined herein).

RECITALS

WHEREAS, the Borrower, the Guarantors from time to time party thereto, each of the Persons identified as a “Lender” on thesignature pages thereto and each other Person that becomes a lender in accordance with the Credit Agreement (together with their successors and assigns,the “Lenders”) and the Administrative Agent are parties to that certain Credit Agreement dated as of November 28, 2018 (as amended, restated,supplemented or otherwise modified from time to time, including as amended by this Amendment, the “Credit Agreement”);

WHEREAS, the Borrower has requested that the Lenders amend certain provisions of the Credit Agreement; and

WHEREAS, the Lenders are willing to so consent and make such amendments to the Credit Agreement, in each case, inaccordance with and subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration,the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1. Amendments to the Credit Agreement. Effective as of the Second Amendment Effective Date, (a) the Credit Agreement ishereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth on Exhibit A attached hereto and(b) Schedules 1.01, 2.01, 5.06, 5.09, 5.11, 7.01, 7.02, 7.03, 7.08 and 11.02 to the Credit Agreement are hereby amended in their entirety to read as setforth on Schedules 1.01, 2.01, 5.06, 5.09, 5.11, 7.01, 7.02, 7.03, 7.08 and 11.02, respectively, attached hereto.

2. Representations and Warranties. The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that:

(a) It has taken all necessary corporate or other organization action to authorize the execution, delivery and performance ofthis Amendment.

(b) This Amendment has been duly executed and delivered by such Person and constitutes such Person’slegal, valid and binding obligation, enforceable against such Person in accordance with its terms, subject to applicable bankruptcy, insolvency,reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whetherconsidered in a proceeding in equity or at law.

(c) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, anyGovernmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcementagainst, the Borrower or any Guarantor of this

Amendment or any other Loan Document other than those that have already been obtained and are in full force and effect.

(d) After giving effect to this Amendment, the representations and warranties of the Borrower contained inArticle V of the Credit Agreement are true and correct in all material respects (other than those representations and warranties qualified by materiality orMaterial Adverse Effect, in which case they are true and correct in all respects) on and as of the Second Amendment Effective Date, except to the extentthat such representation and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (other thanthose representations and warranties qualified by materiality or Material Adverse Effect, in which case they were true and correct in all respects) as ofsuch earlier date.

(e) After giving effect to this Amendment, no event has occurred and is continuing which constitutes aDefault or an Event of Default.

(f) Except as specifically provided in this Amendment, the Obligations are not reduced or modified by thisAmendment and are not subject to any offsets, defenses or counterclaims.

3. Second Amendment Effective Date Conditions. This Amendment shall become effective upon satisfaction or waiver of thefollowing conditions (such date, the “Second Amendment Effective Date”):

(a) Receipt by the Administrative Agent of a copy of this Amendment duly executed by the Borrower, the Lenders (otherthan any Non-Extending Lender) and the Administrative Agent.

(b) Receipt by the Administrative Agent of favorable opinions of legal counsel to the Borrower, addressed to theAdministrative Agent and each Lender, dated as of the Second Amendment Effective Date.

(c) Receipt by the Administrative Agent of (i) Copies of the Organization Documents of the Borrower certified to be trueand complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, whereapplicable, and certified by a secretary or assistant secretary of the Borrower to be true and correct as of the Second Amendment Effective Date; (ii) suchcertificates of resolutions or other action by the governing body of the Borrower and incumbency certificates and/or other certificates of ResponsibleOfficers of the Borrower, in each case, as the Administrative Agent may require evidencing the identity, authority and capacity of each ResponsibleOfficer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which the Borrower is aparty; and (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized orformed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation.

(d) Receipt by the Administrative Agent of the audited consolidated financial statements of the Borrower and itsSubsidiaries for the fiscal year ending December 31, 2018 and the interim consolidated financial statements of the Borrower and its Subsidiaries for thefiscal quarters ending March 31, 2019, June 30, 2019 and September 30, 2019.

(e) Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying that (i)the conditions specified in Sections 2(d), 2(e), 3(f) and 3(g) hereto have been satisfied and (ii) there has been no event or circumstance since December31, 2018 that has had or would be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect.

2CHAR1\1709973v4

(f) Other than as disclosed in the audited consolidated financial statements of the Borrower and its Subsidiaries for the

fiscal year ending December 31, 2018 or as set forth on Schedule 5.06, there shall not exist any action, suit, investigation or proceeding pending or, to theknowledge of the Borrower, threatened in any court or before an arbitrator or Governmental Authority that could reasonably be expected to have aMaterial Adverse Effect.

(g) All governmental, shareholder and third party consents and approvals necessary in connection with the transactionscontemplated hereby have been obtained and all such consents and approvals are in force and effect.

(h) The Administrative Agent and each Lender shall have completed a due diligence investigation of the Borrower and itsSubsidiaries in scope, and with results, reasonably satisfactory to the Administrative Agent and such Lender, including, OFAC, the United States ForeignCorrupt Practices Act of 1977 and “know your customer” due diligence. The Borrower shall have provided to the Administrative Agent and the Lendersthe documentation and other customary information reasonably requested by the Administrative Agent and the Lenders in order to comply withapplicable law, including the Act. If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the AdministrativeAgent and each Lender, to the extent requested by the Administrative Agent or such Lender, shall have received a Beneficial Ownership Certification inrelation to the Borrower.

(i) Receipt by the Administrative Agent, the Arrangers and the Lenders of any fees required to be paid on or before theSecond Amendment Effective Date, including, but not limited to, the fees set forth in the Fee Letter.

(j) The Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent(directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Second Amendment Effective Date, plus suchadditional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred orto be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between theBorrower and the Administrative Agent).

For purposes of determining compliance with the conditions specified in this Amendment, each Lender that has signed thisAmendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to beconsented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender priorto the proposed Second Amendment Effective Date specifying its objection thereto.

4. Reallocation of Commitments and Outstanding Loans. Each Lender party hereto hereby agrees that, upon giving effect to thisAmendment, its Revolving Commitment and Applicable Percentage are as set forth opposite its name on Schedule 2.01 attached to this Amendment. Onthe date hereof, upon giving effect to this Amendment, the Borrower and each Lender shall effect such assignments, prepayments, borrowings andreallocations as are necessary to effectuate the modifications to Schedule 2.01 contemplated in this Amendment, in each case such that, after givingeffect thereto, each Lender will hold its respective Applicable Percentage of the Outstanding Amount of all Revolving Loans in accordance withSchedule 2.01 attached to this Amendment (it being understood that (i) some or all of the Revolving Loans outstanding under the Credit Agreementimmediately prior to the effectiveness of this Amendment may remain outstanding under the Credit Agreement upon the effectiveness of thisAmendment in accordance with the foregoing, and upon such effectiveness shall be deemed Revolving Loans and outstanding under the CreditAgreement as amended by this Amendment and (ii) one or more Lenders that were party to the Credit Agreement prior to the effectiveness to thisAmendment may be prepaid some or

3CHAR1\1709973v4

all of its Outstanding Amount or Revolving Loans to effectuate the modification to Schedule 2.01 contemplated by this Amendment).

5. Miscellaneous.

(a) Amended Terms. On and after the Second Amendment Effective Date, all references to the Credit Agreement in eachof the Loan Documents shall hereafter mean the Credit Agreement as amended by all terms of this Amendment. Except as specifically amended herebyor otherwise agreed, the Credit Agreement is hereby ratified and confirmed and shall remain in full force and effect according to its terms.

(b) Loan Document; Entirety; Further Assurances. This Amendment shall constitute a Loan Document under the terms ofthe Credit Agreement. This Amendment and the other Loan Documents embody the entire agreement among the parties hereto and supersede all prioragreements and understandings, oral or written, if any, relating to the subject matter hereof. The Borrower agrees to promptly take such action, upon therequest of the Administrative Agent, as is necessary to carry out the intent of this Amendment.

(c) Counterparts. This Amendment may be executed in counterparts (and by different parties hereto in differentcounterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executedcounterpart of a signature page of this Amendment by facsimile or other electronic imaging means (e.g., “pdf” or “tif”) shall be effective as delivery of amanually executed counterpart of this Amendment.

(d) GOVERNING LAW; Jurisdiction; Waiver of Jury Trial; Etc. THIS AMENDMENT SHALL BE GOVERNED BY,AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. The jurisdiction,service of process, waiver of venue and waiver of jury trial provisions of Sections 11.14 and 11.15 of the Credit Agreement are hereby incorporated byreference, mutatis mutandis.

[NO FURTHER TEXT ON THIS PAGE]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first above

written.

BORROWER: BGC PARTNERS, INC.,a Delaware corporation By: /s/ Steven BisgayName: Steven BisgayTitle: Chief Financial Officer

BGC PARTNERS, INC.SECOND AMENDMENT TO CREDIT AGREEMENT

ADMINISTRATIVEAGENT: BANK OF AMERICA, N.A.,

as Administrative Agent

By: /s/ Paley ChenName: Paley ChenTitle: Vice President

BGC PARTNERS, INC.SECOND AMENDMENT TO CREDIT AGREEMENT

LENDERS: BANK OF AMERICA, N.A.,

as a Lender

By: /s/ Sherman WongName: Sherman WongTitle: Director

BGC PARTNERS, INC.SECOND AMENDMENT TO CREDIT AGREEMENT

CAPITAL ONE, NATIONAL ASSOCIATION,as a Lender

By: /s/ Wallace LoName: Wallace LoTitle: Duly Authorized Signatory

BGC PARTNERS, INC.SECOND AMENDMENT TO CREDIT AGREEMENT

GOLDMAN SACHS BANK USA,as a Lender

By: /s/ Annie CarrName: Annie CarrTitle: Authorized Signatory

BGC PARTNERS, INC.SECOND AMENDMENT TO CREDIT AGREEMENT

INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BRANCH,as a Lender

By: /s/ Letian YanName: Letian YanTitle: Relationship Manager

By: /s/ Jeffrey RothName: Jeffrey RothTitle: Executive Director

BGC PARTNERS, INC.SECOND AMENDMENT TO CREDIT AGREEMENT

PNC BANK, NATIONAL ASSOCIATION,as a Lender

By: /s/ Alaa ShraimName: Alaa ShraimTitle: Senior Vice President

BGC PARTNERS, INC.SECOND AMENDMENT TO CREDIT AGREEMENT

REGIONS BANK,as a Lender

By: /s/ Hichem KermaName: Hichem KermaTitle: Director

BGC PARTNERS, INC.SECOND AMENDMENT TO CREDIT AGREEMENT

WELLS FARGO BANK, NATIONAL ASSOCIATION,as a Lender

By: /s/ James MastroiannaName: James MastroiannaTitle: Director

BGC PARTNERS, INC.SECOND AMENDMENT TO CREDIT AGREEMENT

SANTANDER BANK, N.A.,as a Lender

By: /s/ Jorge SaavedraName: Jorge SaavedraTitle: Director

By: /s/ Marko MandzukaName: Marko MandzukaTitle: Senior Vice President

BGC PARTNERS, INC.SECOND AMENDMENT TO CREDIT AGREEMENT

ASSOCIATED BANK, NATIONAL ASSOCIATION,as a Lender

By: /s/ Liliana Huerta CorreaName: Liliana Huerta CorreaTitle: Senior Vice President

BGC PARTNERS, INC.SECOND AMENDMENT TO CREDIT AGREEMENT

BMO HARRIS BANK N.A.,as a Lender

By: /s/ Kathryn K. HuszaghName: Kathryn K. HuszaghTitle: Assistant Vice President

BGC PARTNERS, INC.SECOND AMENDMENT TO CREDIT AGREEMENT

UMB BANK, N.A.,as a Lender

By: /s/ Cory MillerCory MillerSenior Vice President

BGC PARTNERS, INC.SECOND AMENDMENT TO CREDIT AGREEMENT

BANKUNITED, N.A.,as a Lender

By: /s/ James WohnName: James WohnTitle: Senior Vice President

BGC PARTNERS, INC.SECOND AMENDMENT TO CREDIT AGREEMENT

STIFEL BANK & TRUST,as a Lender

By: /s/ John H. PhillipsName: John H. PhillipsTitle: Executive Vice President

BGC PARTNERS, INC.SECOND AMENDMENT TO CREDIT AGREEMENT

Exhibit A

Amendments to Credit Agreement

(Attached)

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Deal CUSIP No. 05541WAK0Revolver CUSIP No. 05541WAL8

CREDIT AGREEMENT

Dated as of November 28, 2018

among

BGC PARTNERS, INC.as the Borrower,

CERTAIN SUBSIDIARIES OF THE BORROWERas Guarantors,

BANK OF AMERICA, N.A.,as Administrative Agent,

CAPITAL ONE, NATIONAL ASSOCIATION,CITIBANK, N.A.,

GOLDMAN SACHS BANK USA,INDUSTRIAL AND COMMERCIAL BANK OF CHINA LTD.LIMITED, NEW YORK BRANCH,

PNC BANK, NATIONAL ASSOCIATION,REGIONS BANK,

andSANTANDERWELLS FARGO BANK, N.A.NATIONAL ASSOCIATION,

as Co-Syndication Agents,

REGIONSSANTANDER BANK, N.A.,as Documentation Agent

and

THE OTHER LENDERS PARTY HERETO

Arranged By:

BOFA SECURITIES, INC.,CAPITAL ONE, NATIONAL ASSOCIATION,

CITIBANK, N.A.,GOLDMAN SACHS BANK USA,

INDUSTRIAL AND COMMERCIAL BANK OF CHINA LTD.LIMITED, NEW YORK BRANCH,PNC CAPITAL MARKETS LLC,

SANTANDER BANK, N.A.and

REGIONS CAPITAL MARKETS, a division of Regions Bank,and

WELLS FARGO SECURITIES, LLC,as Joint Lead Arrangers and Joint Bookrunners

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TABLE OF CONTENTS

ARTICLE I DEFINITIONS AND ACCOUNTING TERMS1

  1.01 Defined Terms1    1.02 Other Interpretive Provisions2426    1.03 Accounting Terms2527    1.04 Rounding2528    1.05 Times of Day; Rates2628    1.06 Letter of Credit Amounts28  ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS2628

  2.01 Revolving Loans2629    2.02 Borrowings, Conversions and Continuations of Loans2730    2.03 [Reserved]Letters of Credit2831    2.04 [Reserved]2839    2.05 Prepayments2839    2.06 Termination or Reduction of Aggregate Revolving Commitments2940    2.07 Repayment of Loans2940    2.08 Interest3040    2.09 Fees3041    2.10 Computation of Interest and Fees3142    2.11 Evidence of Debt3142    2.12 Payments Generally; Administrative Agent’s Clawback; etc3142    2.13 Sharing of Payments by Lenders3344    2.14 Obligations 34Cash Collateral45    2.15 Defaulting Lenders3445  ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY3548

  3.01 Taxes3548    3.02 Illegality3952    3.03 Inability to Determine Rates4053    3.04 Increased Costs; Reserves on Eurodollar Rate Loans4053    3.05 Compensation for Losses4255    3.06 Mitigation Obligations; Replacement of Lenders4255    3.07 LIBOR Successor Rate4356    3.08 Survival4357  ARTICLE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS4457

  4.01 Conditions of Initial Credit Extension4457    4.02 Conditions to all Credit Extensions4659  ARTICLE V REPRESENTATIONS AND WARRANTIES4660

  5.01 Existence, Qualification and Power4660    5.02 Authorization; No Contravention4761    5.03 Governmental Authorization; Other Consents4761    5.04 Binding Effect4761    5.05 Financial Statements; No Material Adverse Effect4761    5.06 Litigation4862    5.07 No Default4862    5.08 Ownership of Property4862    5.09 Taxes4862    5.10 ERISA Compliance4862  

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  5.11 Subsidiaries4963    5.12 Margin Regulations; Investment Company Act4963    5.13 Disclosure5064    5.14 Compliance with Laws5064    5.15 Intellectual Property; Licenses, Etc5164    5.16 Solvency5165    5.17 OFAC5165    5.18 Anti-Corruption Laws5165    5.19 EEA Financial Institution5165    5.20 Covered Entity5165  ARTICLE VI AFFIRMATIVE COVENANTS5165

  6.01 Financial Statements5165    6.02 Certificates; Other Information5266    6.03 Notices5468    6.04 Payment of Taxes5468    6.05 Preservation of Existence, Etc5568    6.06 Maintenance of Properties5569    6.07 Maintenance of Insurance5569    6.08 Compliance with Laws5569    6.09 Books and Records5569    6.10 Inspection Rights5669    6.11 Use of Proceeds5670    6.12 Guarantors5670    6.13 Anti-Corruption Laws5670  ARTICLE VII NEGATIVE COVENANTS5670

  7.01 Liens5670    7.02 Investments5872    7.03 Subsidiary Indebtedness5973    7.04 Fundamental Changes6074    7.05 Dispositions6175    7.06 Restricted Payments6276    7.07 Change in Nature of Business6276    7.08 Transactions with Affiliates6276    7.09 Burdensome Agreements6276    7.10 Use of Proceeds6377    7.11 Financial Covenants6377    7.12 Fiscal Year6377    7.13 Sanctions6377    7.14 Anti-Corruption Laws6478  ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES6478

  8.01 Events of Default6478    8.02 Remedies Upon Event of Default6680    8.03 Application of Funds6680  ARTICLE IX ADMINISTRATIVE AGENT6781

  9.01 Appointment and Authority6781    9.02 Rights as a Lender6781    9.03 Exculpatory Provisions6782    9.04 Reliance by Administrative Agent6883    9.05 Delegation of Duties6983  

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  9.06 Resignation of Administrative Agent6983    9.07 Non-Reliance on Administrative Agent and Other Lenders7085    9.08 No Other Duties; Etc7085    9.09 Administrative Agent May File Proofs of Claim7085    9.10 Guaranty Matters7186    9.11 ERISA Matters7186  ARTICLE X GUARANTY7287

  10.01 The Guaranty7287    10.02 Obligations Unconditional7288    10.03 Reinstatement7389    10.04 Certain Additional Waivers7389    10.05 Remedies7489    10.06 Rights of Contribution7489    10.07 Guarantee of Payment; Continuing Guarantee7590    10.08 Appointment of Borrower7590  ARTICLE XI MISCELLANEOUS7590

  11.01 Amendments, Etc7590    11.02 Notices; Effectiveness; Electronic Communications7792    11.03 No Waiver; Cumulative Remedies; Enforcement7894    11.04 Expenses; Indemnity; Damage Waiver7994    11.05 Payments Set Aside8196    11.06 Successors and Assigns8197    11.07 Treatment of Certain Information; Confidentiality85101    11.08 Rights of Setoff85102    11.09 Interest Rate Limitation86102    11.10 Counterparts; Integration; Effectiveness86102    11.11 Survival of Representations and Warranties86103    11.12 Severability87103    11.13 Replacement of Lenders87103    11.14 Governing Law; Jurisdiction; Etc88104    11.15 Waiver of Jury Trial89105    11.16 No Advisory or Fiduciary Responsibility89105    11.17 Electronic Execution of Assignments and Certain Other Documents89106    11.18 USA PATRIOT Act Notice90106    11.19 Acknowledgment and Consent to Bail-In of EEAAffected Financial Institutions90107    11.20 AcknowledgementAcknowledgment Regarding Any Supported QFCs90107  

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SCHEDULES

1.01 Disqualified Institutions2.01 Commitments and Applicable Percentages5.06 Litigation5.09 Tax Sharing Agreements5.11 Subsidiaries7.01 Liens Existing on the ClosingSecond Amendment Effective Date7.02 Investments Existing on the ClosingSecond Amendment Effective Date7.03 Indebtedness Existing on the ClosingSecond Amendment Effective Date7.08 Affiliate Transactions Existing on the ClosingSecond Amendment Effective Date11.02 Certain Addresses for Notices

EXHIBITS

2.02 Form of Loan Notice2.05 Form of Notice of Loan Prepayment2.11 Form of Note3.01 Forms of U.S. Tax Compliance Certificates6.02 Form of Compliance Certificate6.12 Form of Joinder Agreement11.06(b) Form of Assignment and Assumption11.06(b)(iv) Form of Administrative Questionnaire

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CREDIT AGREEMENT

This CREDIT AGREEMENT is entered into as of November 28, 2018 among BGC PARTNERS, INC., a Delaware corporation (the“Borrower”), the Guarantors from time to time party hereto, the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent andL/C Issuer.

The Borrower has requested that the Lenders provide credit facilities for the purposes set forth herein, and the Lenders are willing to do so onthe terms and conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

DEFINITIONS AND ACCOUNTING TERMS

Defined Terms .

As used in this Agreement, the following terms shall have the meanings set forth below:

“Acquisition”, by any Person, means the acquisition by such Person, in a single transaction or in a series of related transactions, of either (a)all or substantially all of the property of, or a line of business or division of, another Person or (b) at least a majority of the Voting Stock of anotherPerson, in each case whether or not involving a merger or consolidation with such other Person.

“Act” has the meaning specified in Section 11.18.

“Administrative Agent” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successoradministrative agent.

“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 11.02 orsuch other address or account as the Administrative Agent may from time to time notify to the Borrower and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit 11.06(b)(iv) or any other form

approved by the Administrative Agent.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controlsor is Controlled by or is under common Control with the Person specified.

“Aggregate Revolving Commitments” means the Revolving Commitments of all the Lenders. The initial amount of the Aggregate RevolvingCommitments in effect on the ClosingSecond Amendment Effective Date is $350,000,000.

“Agreement” means this Credit Agreement.

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“Applicable Percentage” means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the

Aggregate Revolving Commitments represented by such Lender’s Revolving Commitment at such time; provided that if the commitment of each Lenderto make Revolving Loans hasand the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02 or if theAggregate Revolving Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the ApplicablePercentage of such Lender most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender is setforth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption or other documentation pursuant to which such Lenderbecomes a party hereto, as applicable. The Applicable Percentages shall be subject to adjustment as provided in Section 2.15.

“Applicable Rate” means the following percentages per annum, based on the applicable rate per annum set forth in the below table (andsubject to the paragraphs below):

Pricing Level Debt Rating Commitment Fee Applicable Marginfor Eurodollar RateLoans and Letter ofCredit Fees

ApplicableMargin for BaseRate Loans

I ≥ BBB+/BBB+ 20.0 bps 150.0 bps 50.0 bpsII BBB/BBB 25.0 bps 175.0 bps 75.0 bpsIII BBB-/BBB- 30.0 bps 200.0 bps 100.0 bpsIV < BB+/BB+ 40.0 bps 250.0 bps 150.0 bps

Each change in the Applicable Rate resulting from a change in the Debt Rating of the Borrower shall be effective for the period commencing on theeffective date of such change and ending on the date immediately preceding the effective date of the next such change. Notwithstanding the above, (i) ifat any time there is a split in the Debt Ratings between S&P and Fitch, and the Debt Ratings differ by one level, then the Pricing Level for the higher ofsuch Debt Ratings shall apply (with the Debt Rating for Pricing Level I being the highest and the Debt Rating for Pricing Level IV being the lowest);(ii) if there is a split in Debt Ratings between S&P and Fitch of more than one level, then the Pricing Level that is one level lower than the Pricing Levelof the higher Debt Rating shall apply; (iii) if the Borrower has only one Debt Rating, such Debt Rating shall apply; and (iv) if the Borrower does nothave any Debt Rating, Pricing Level IV shall apply.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliateof an entity that administers or manages a Lender.

“Arrangers” means BofA Securities, Capital One, National Association, Citibank, N.A., Goldman Sachs Bank USA, Industrial andCommercial Bank of China Ltd.Limited, New York Branch, PNC Capital Markets LLC, Santander Bank, N.A., and Regions Capital Markets, a divisionof Regions Bank, and Wells Fargo Securities, LLC in their capacity as joint lead arrangers and bookrunners.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent ofany party whose consent is required by Section 11.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit 11.06(b) or anyother form (including electronic documentation generated by use of an electronic platform) approved by the Administrative Agent.

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“Assumption” has the meaning specified in Section 11.06(g).

“Attributable Indebtedness” means, with respect to any Person on any date, (a) in respect of any capital lease, the capitalized amount thereofthat would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, (b) in respect of any Synthetic Lease Obligation,the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of suchdate in accordance with GAAP if such lease were accounted for as a capital lease, (c) in respect of any Securitization Transaction, the outstandingprincipal amount of such financing, after taking into account reserve accounts and making appropriate adjustments, determined by the AdministrativeAgent in its reasonable judgment and (d) in respect of any Sale and Leaseback Transaction, the present value (discounted in accordance with GAAP atthe debt rate implied in the applicable lease) of the obligations of the lessee for rental payments during the term of such lease.

“Audited Financial Statements” means the audited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal years ended2015, 2016 and 2017, and the related consolidated statements of income or operations, shareholder’s equity and cash flows of the Borrower and itsSubsidiaries for such fiscal year, including the notes thereto.

“Availability Period” means, with respect to the Revolving Commitments, the period from and including the Closing Date to the earliest of(a) the Extended Maturity Date, (b) the date of termination of the Aggregate Revolving Commitments pursuant to Section 2.06, and (c) the date oftermination of the commitment of each Lender to make Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect ofany liability of an EEAAffected Financial Institution.

“Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of theEuropean Parliament and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member Countryfrom time to time which is described in the EU Bail-In Legislation Schedule., and (b) with respect to the United Kingdom, Part I of the United KingdomBanking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution ofunsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or otherinsolvency proceedings).

“Bank of America” means Bank of America, N.A. and its successors.

“Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 0.50%, (b) the rate ofinterest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate” and (c) the Eurodollar Rate plus 1.0%; andif Base Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. The “prime rate” is a rate set by Bank of Americabased upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as areference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such “prime rate” announced byBank of America shall take effect at the opening of business on the day specified in the public announcement of such change. If the Base Rate is beingused as an alternate rate of interest pursuant to Section 3.03 or 3.07, then the Base Rate shall be the greater of clauses (a) and (b) above and shall bedetermined without reference to clause (c) above.

“Base Rate Loan” means a Loan that bears interest based on the Base Rate.

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“Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Part 4 of Subtitle B of Title I of ERISA,(b) a “plan” as defined in and subject to Section 4975 of the Internal Revenue Code or (c) any Person whose assets constitute (for purposes of ERISASection 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Internal Revenue Code) the assets of any such “employee benefitplan” or “plan”.

“Berkeley Point” means Berkeley Point Financial LLC and its Subsidiaries.

“BGC” has the meaning specified in Section 11.06(g).

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) ofsuch party.

“BofA Securities” means BofA Securities, Inc.

“Borrower” has the meaning specified in the introductory paragraph hereto.

“Borrower Materials” has the meaning specified in Section 6.02.

“Borrowing” means a borrowing consisting of simultaneous Loans of the same Type and, in the case of Eurodollar Rate Loans, having thesame Interest Period made by each of the Lenders pursuant to Section 2.01.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under theLaws of, or are in fact closed in, the state where the Administrative Agent’s Office is located and, if such day relates to any Eurodollar Rate Loan, meansany such day that is also a day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

“Capital Requirements” means the minimum capital requirements applicable to a Regulated Subsidiary pursuant to applicable law, rule orregulation, including any such requirements imposed by any self-regulatory organization.

“Cash AD Loan” means a loan made by the Borrower or one of its Subsidiaries to an employee, independent contractor or consultant of theBorrower or one of its Subsidiaries which is to be repaid with the distributions in respect of limited partnership units allocated to such employee,independent contractor or consultant, and which is generally expected to be forgiven if such employee, independent contractor or consultant remainsemployed by the Borrower or one of its Subsidiaries at the conclusion of a specific period of time.

“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the L/C Issueror the Lenders, as collateral for L/C Obligations or obligations of the Lenders to fund participations in respect of L/C Obligations, cash or depositaccount balances or, if the Administrative Agent and the L/C Issuer shall agree in their sole discretion, other credit support, in each case pursuant todocumentation in form and substance satisfactory to the Administrative Agent and the L/C Issuer. “Cash Collateral” has a meaning correlative to theforegoing and includes the proceeds of such cash

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collateral and other credit support.

“Cash Equivalents” means any of the following types of Investments, to the extent owned by the Borrower or any of its Subsidiaries free andclear of all Liens (other than Permitted Liens):

(a) readily marketable obligations issued or directly and fully guaranteed or insured by the United States or any agency orinstrumentality thereof having maturities of not more than three hundred sixty days (360) days from the date of acquisition thereof; providedthat the full faith and credit of the United States is pledged in support thereof;

(b) time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) (A) is a Lenderor (B) is organized under the laws of the United States, any state thereof or the District of Columbia or is the principal banking subsidiary of abank holding company organized under the laws of the United States, any state thereof or the District of Columbia, and is a member of theFederal Reserve System, (ii) issues (or the parent of which issues) commercial paper rated as described in clause (c) of this definition and (iii)has combined capital and surplus of at least $1,000,000,000, in each case with maturities of not more than one year from the date ofacquisition thereof;

(a) central bank balances;

(b) foreign withdrawable reserves;

(c) any security that is issued by, or unconditionally guaranteed as to the timely payment of principal and interest by, the U.S.Department of the Treasury, or a U.S. government agency (other than the U.S. Department of the Treasury) whose obligations are fully and explicitlyguaranteed by the full faith and credit of the U.S. government;

(d) any security that is issued by, or unconditionally guaranteed as to the timely payment of principal and interest by, a sovereignentity, the Bank for International Settlements, the International Monetary Fund, the European Central Bank, European Community, or a multilateraldevelopment bank, that is assigned no higher than a twenty percent risk weight under the Basel II Standardised Approach for credit risk; and where thesovereign has a non-0% risk weight, sovereign or central bank debt securities issued in domestic currencies by the sovereign or central bank in thecountry in which the cash proceeds used to purchase such securities have been generated through business operations or capital raising activity, or in thehome country of the Borrower or any of its Subsidiaries;

(e) commercial paper issued by any Person organized under the laws of any state of the United States a jurisdiction in which theBorrower or any of its Subsidiaries has business operations or capital raising activity, and rated at least “Prime-1” (or the then equivalent grade) byMoody’s or at least “A-1” (or the then equivalent grade) by S&P, in each case with maturities of not more than one year from the date of acquisitionthereof; andor if such a jurisdiction is outside of the United States, have equivalent ratings from comparable foreign rating agencies;

(f) any net asset positions under repurchase agreements and reverse repurchase agreements for securities described in clauses (c)through (e) above to the extent held solely for liquidity or investment purposes (and not for transactions related to client or prime brokerage activities);

(g) time deposits or demand deposits with, or insured certificates of deposit or bankers’ acceptances of, any depository institution(including commercial banks) that is organized under the laws of a jurisdiction in which the Borrower or any of its Subsidiaries has business operationsor capital raising

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activity, or is the principal banking subsidiary of a bank holding company organized under the laws of an a jurisdiction in which the Borrower or any ofits Subsidiaries has business operations or capital raising activity; and

(dh) Investments, classified in accordance with GAAP as current assets of the Borrower or any of its Subsidiaries, in money marketinvestment programs registered under the Investment Company Act of 1940, which are administered by financial institutions that have the highest ratingobtainable from either Moody’s or S&P, (or if organized in a jurisdiction outside of the United States, have equivalent ratings from comparable foreignrating agencies), and the portfolios of which are limited solely to Investments of the character, quality and maturity described in clauses (a), (b) and (c)through (g) of this definition.

“CFTC” means the Commodities Futures Trading Commission or any other regulatory body that succeeds to the functions of theCommodities Futures Trading Commission.

“Change in Law” means the occurrence, after the Closing Date (or, with respect to any Lender that is not a Lender on the Closing Date, suchlater date on which such Lender becomes a party to this Agreement), of any of the following: (a) the adoption or taking effect of any Law, (b) any changein any Law or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuanceof any request, rule, guideline or directive (whether or not having the force of Law) by any Governmental Authority; provided that notwithstandinganything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directivesthereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements,the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each casepursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Change of Control” means an event or series of events by which the Permitted Holders fail to own, directly or indirectly, a sufficient amountof the Voting Stock of the Borrower in order to elect a majority of the members of the Board of Directors of the Borrower.a “person” or “group” (withinthe meaning of Section 13(d) of the Exchange Act) other than the Borrower, its Subsidiaries and their respective employee benefit plans and anyPermitted Holder, becomes the direct or indirect “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act) of the Borrower’scapital stock representing, in the aggregate, more than 50% of the voting power of all such capital stock.

“Closing Date” means the date of this AgreementNovember 28, 2018.

“Collateral Account” has the meaning specified in Section 2.03(o).

“Commitment” means, as to each Lender, the Revolving Commitment of such Lender.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.).

“Compliance Certificate” means a certificate substantially in the form of Exhibit 6.02.

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or thatare franchise Taxes or branch profits Taxes.

“Consolidated EBITDA” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, an amount equal to (i)Consolidated Net Income (excluding extraordinary and other non-recurring gains and losses and charges) for such period plus, without duplication, (ii)the following to

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the extent deducted in calculating such Consolidated Net Income: (a) Consolidated Interest Charges with respect to the Borrower and its Subsidiaries forsuch period, (b) the provision for federal, state, local and foreign income taxes payable by the Borrower and its Subsidiaries for such period, (c) theamount of depreciation and amortization expense (including any amortization related to mortgage servicing rights, any amortization related to bonuses,any amortization related to any forgivable loan made in lieu of or for the same purpose as a bonus and any amortization related to restricted stock awardsor similar awards) for such period, (d) reserves taken on Cash AD Loans, (e) charges relating to grants of exchangeability to limited partnership interests,redemption or repurchase of units or shares or the issuance of restricted shares, (f) distributions on grant units or other partnership units and allocations ofnet income limited to partnership units, and (g) impairment charges, and (h) non-recurring costs and expenses paid in cash for such period; provided,that, the aggregate amount added back pursuant to this clause (h) shall not exceed ten percent (10%) of Consolidated EBITDA for such period (calculatedwithout giving effect to the add back permitted pursuant to this clause (h)), minus (iii) non-cash gains attributable to originated mortgage servicing rightsin accordance with GAAP; provided that for purposes of calculating the financial covenants, no EBITDA (either historically or prospectively) shall becounted from any Subsidiary to the extent it is contractually prohibited from making distributions to the Borrower at such time.

“Consolidated Funded Indebtedness” means, as of any date of determination, all Funded Indebtedness of the Borrower and its Subsidiaries,on a consolidated basis, without duplication.

“Consolidated Interest Charges” means, for any period, for any Person, the sum of the following items to the extent paid in cash during suchperiod (a) all interest, premium payments, debt discount, fees, charges and related expenses in connection with borrowed money (including capitalizedinterest, but excluding any interest or other charges or expenses attributable to repurchase agreements, warehouse agreements and other securities lendingor borrowing transactionsborrowed money which does not constitute Funded Indebtedness) or in connection with the deferred purchase price of assets, ineach case to the extent treated as interest in accordance with GAAP, plus (b) the portion of rent expense with respect to such period under capital leasesthat is treated as interest in accordance with GAAP plus (c) the implied interest component of Synthetic Lease Obligations with respect to such period.

“Consolidated Interest Coverage Ratio” means, as of any fiscal quarter-end for which it is to be determined, the ratio of (a) ConsolidatedEBITDA for the period of the four fiscal quarters ending on such date to (b) Consolidated Interest Charges with respect to the Borrower and itsSubsidiaries for the period of the four fiscal quarters ending on such date, in each case calculated on a Pro Forma Basis in accordance with Section1.03(c).

“Consolidated Leverage Ratio” means, as of any fiscal quarter-end for which it is to be determined, the ratio of (a) Consolidated FundedIndebtedness as of such date to (b) Consolidated EBITDA for the period of the four fiscal quarters ending on such date, in each case calculated on a ProForma Basis in accordance with Section 1.03(c).

“Consolidated Net Income” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, net income (or loss) for suchperiod; provided that Consolidated Net Income shall exclude any income (or loss) for such period of any Person if such Person is not a Subsidiary, exceptthat the Borrower’s equity in the net income of any such Person for such period shall be included in Consolidated Net Income up to the aggregate amountof cash actually distributed by such Person during such period to the Borrower or a Subsidiary as a dividend or other distribution.

“Consolidated Net Worth” means, at any date for which it is to be determined, the sum, without duplication, of the following items whichwould be shown on a consolidated balance sheet of the Borrower and its Subsidiaries prepared in accordance with GAAP as of such date: stockholders’equity (including

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capital stock, additional paid-in capital, contingent stock, retained earnings and accumulated other comprehensive income) plus the aggregate amount ofall redeemable partnership interests plus the aggregate amount of all non-controlling interests in Subsidiaries.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument orother undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person,whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Covered Entity” means any of the following: (a) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R.§ 252.82(b), (b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b), or (c) a “covered FSI” as that term isdefined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Covered Party” has the meaning specified in Section 11.20.

“Credit Extension” means each of the following: (a) any Borrowing and (b) any L/C Credit Extension.

“Debt Rating” means, as of any date of determination, the rating as determined by either S&P or Fitch of a Person’s non‑credit‑enhanced,senior unsecured long‑term debt. The Debt Rating in effect at any date is the Debt Rating that is in effect at the close of business on such date.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment forthe benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or otherapplicable jurisdictions from time to time in effect.

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, orboth, would be an Event of Default.

“Default Rate” means (a) with respect to any Obligation (other than Letter of Credit Fees) for which a rate is specified, a rate per annumequal to two percent (2%) in excess of the rate otherwise applicable thereto and, (b) with respect to any Obligation (other than Letter of Credit Fees) forwhich a rate is not specified or available, a rate per annum equal to the Base Rate plus the Applicable Rate for Revolving Loans that are Base Rate Loansplus two percent (2%), and (c) with respect to Letter of Credit Fees, a rate per annum equal to the Applicable Rate plus two percent (2%), in each case, tothe fullest extent permitted by applicable Law.

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, asapplicable.

“Defaulting Lender” means, subject to Section 2.15(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within twoBusiness Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower inwriting that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditionsprecedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the AdministrativeAgent, the L/C Issuer or any other Lender

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any other amount required to be paid by it hereunder within two Business Days of the date when due, (b) has notified the Borrower or, the AdministrativeAgent or the L/C Issuer in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect(unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on suchLender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specificallyidentified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the AdministrativeAgent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligationshereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by theAdministrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under anyDebtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similarPerson charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state orfederal regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a DefaultingLender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by aGovernmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courtswithin the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such GovernmentalAuthority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender or (iii) become the subject of a Bail-InAction. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above,and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender(subject to Section 2.15(b)) upon delivery of a written notice of such determination, which shall be delivered by the Administrative Agent to theBorrower, the L/C Issuer and each other Lender promptly following such determination.

“Delaware LLC” means any limited liability company organized or formed under the laws of the State of Delaware.

“Delaware Divided LLC” means any Delaware LLC which has been formed upon consummation of a Delaware LLC Division.

“Delaware LLC Division” means the statutory division of any Delaware LLC into two or more Delaware LLCs pursuant to Section 18-217 ofthe Delaware Limited Liability Company Act.

“Designated Jurisdiction” means any country or territory to the extent that such country or territory itself is the subject of any Sanction,including, without limitation, each of Belarus, Myanmar (Burma), Crimea region of Ukraine, Cuba, Iran, North Korea, Sudan, Syria and Zimbabwe.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition of any property by any Loan Party or any Subsidiary,including any Sale and Leaseback Transaction and any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accountsreceivable or any rights and claims associated therewith and including any disposition of property to a Delaware Divided LLC pursuant to a DelawareLLC Division.

“Disqualified Institution” means (a) any competitors of the Borrower and its Subsidiaries identified on Schedule 1.01 as of the ClosingSecondAmendment Effective Date and (b) any other Person who is a competitor of the Borrower and its Subsidiaries which has been designated by theBorrower as a “Disqualified Institution” by written notice to the Administrative Agent and the Lenders (including by

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posting such notice to the Platform) not less than 5 Business Days prior to the effectiveness thereof; provided that, (i) it is understood and agreed thatSchedule 1.01 shall be updated upon the effectiveness of a new Disqualified Institution, (ii) the Administrative Agent shall have the right, and theBorrower hereby expressly authorizes the Administrative Agent, to post Schedule 1.01, and any updates thereto from time to time, on the Platform and toprovide Schedule 1.01 to each Lender requesting the same and (iii) “Disqualified Institutions” shall exclude any Person that the Borrower has designatedas no longer being a “Disqualified Institution” by written notice delivered to the Administrative Agent and the Lenders. For the avoidance of doubt, withrespect to any Person who becomes a Disqualified Institution after the date on which it entered into a binding agreement to purchase all or a portion ofthe rights and obligations of an assigning Lender, such Person shall not retroactively be disqualified from being or becoming a Lender.

“Dollar” and “$” mean lawful money of the United States.

“Domestic Subsidiary” means any Subsidiary that is organized under the Laws of any state of the United States or the District of Columbia.

“EBITDA” means, with respect to any Person, that portion of Consolidated EBITDA attributable to such Person.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject tothe supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described inclause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described inclauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of anyEEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Sections 11.06(b)(iii) and (v) (subject to suchconsents, if any, as may be required under Section 11.06(b)(iii)).

“Eligible Line of Business” means (a) any business in which the Borrower or any of its Subsidiaries are engaged or have an Investment in asof the Closing Date, (b) financial services including but not limited to broker-dealer and capital market transactions involving financial products (andtransactions and services related thereto), investment banking, and structured products and brokerage (including, but not limited to, prime brokerage),asset management (including, but not limited to, wealth management and fund management), market data, technology, trade execution, clearing(including correspondent clearing), processing, information, securitization, servicing, legal services or marketplace services in any industry, including butnot limited to securities, financial products, real estate, commodities, shipping, insurance, intellectual property, spectrum and entertainment, (c) realestate related services including but not limited to brokerage, investment sales, consulting, valuation and advisory, real estate related financial productsand advisory, real estate related technology, real estate due diligence and underwriting services, project and development management, and property andfacilities management, (d) acting as an energy reseller, (e) financing transactions and products, loan origination or brokering, (f) any business in whichthe Borrower or any of its Subsidiaries engage or make an Investment that is not material to the business of the Borrower

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and its Subsidiaries taken as a whole, and (g) any line of business complementary to the businesses in clause (a), (b), (c), (d), (e) or (f).

“Environmental Laws” means any and all federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders,decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of theenvironment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and dischargesto waste or public systems.

“Environmental Liability” means any liability (including any liability for damages, costs of environmental remediation, fines, penalties orindemnities), of any Loan Party or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) thegeneration, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) therelease of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability isassumed or imposed with respect to any of the foregoing.

“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) suchPerson, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership orprofit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interestsin) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the otherownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or notsuch shares, warrants, options, rights or other interests are outstanding on any date of determination.

“Equity Issuance” means any issuance by a Loan Party or any Subsidiary to any Person of its Equity Interests, other than (a) any issuance ofits Equity Interests pursuant to the exercise of options or warrants, (b) any issuance of its Equity Interests pursuant to the conversion of any debtsecurities to equity or the conversion of any class of equity securities to any other class of equity securities, (c) any issuance of options or warrantsrelating to its Equity Interests, (d) any issuance by the Borrower of its Equity Interests as consideration for a Permitted Acquisition, (e) any issuance ofEquity Interests by a Subsidiary to a Loan Party or any Subsidiary, and (f) any issuance by a joint venture among a Loan Party (or a Subsidiary) and anythird party or third parties of their Equity Interests.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the Borrower within the meaningof Section 414(b) or (c) of the Internal Revenue Code (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of provisions relating toSection 412 of the Internal Revenue Code), and with respect to which liability to the Borrower is reasonably expected to attach.

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Borrower or any ERISA Affiliatefrom a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal bythe Borrower or any ERISA Affiliate from a Multiemployer Plan; (d) the filing of a notice of intent to terminate, the treatment of a Pension Planamendment as a termination under Section 4041 or 4041A of ERISA, (e) the institution by the PBGC of proceedings to terminate a Pension

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Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee toadminister, any Pension Plan; (g) the determination that any Pension Plan is considered an at-risk plan or, to the knowledge of the Borrower, that aMultiemployer Plan is in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Internal Revenue Code or Sections 303,304 and 305 of ERISA, as applicable (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquentunder Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate or (i) a failure by the Borrower or any ERISA Affiliate to meet all applicablerequirements under the Pension Funding Rules in respect of a Pension Plan, whether or not waived, or the failure by the Borrower or any ERISAAffiliate to make any required contribution to a Multiemployer Plan.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successorperson), as in effect from time to time.

“Eurodollar Rate” means:

(a) for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the LondonInterbank Offered Rate (“LIBOR”) or (if not available) a comparable or successor rate, which rate is approved by the Administrative Agentasadministered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate for U.S. Dollars for aperiod equal in length to such Interest Period) (“LIBOR”), as published byon the applicable Bloomberg screen page (or, if not available, suchother commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) (in suchcase, the “LIBOR Rate”) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period,for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; and

for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the LIBOR Rate, atapproximately 11:00 a.m., London time determined two Business Days prior to such date for Dollar deposits with a term of one monthcommencing that day;

provided that (i) to the extent a comparable or successor rate is approved by the Administrative Agent in connection herewith, the approvedrate shall be applied in a manner consistent with market practice; provided, further that to the extent such market practice is notadministratively feasible for the Administrative Agent, such approved rate shall be applied as otherwise reasonably determined by theAdministrative Agent and (ii) if the Eurodollar Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.

“Eurodollar Rate Loan” means a Loan that bears interest at a rate based on clause (a) of the definition of “Eurodollar Rate.”

“Event of Default” has the meaning specified in Section 8.01.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted froma payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in eachcase, (i) imposed as a result of such Recipient being organized under the Laws of, or having its principal office or, in the case of any Lender, its LendingOffice located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of aLender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loanor Commitment pursuant to a Law in effect on the date on which (i) such Lender acquires such

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interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 11.13) or (ii) such Lender changes itsLending Office, except in each case to the extent that, pursuant to Section 3.01(a)(ii), 3.01(a)(iii) or 3.01(c), amounts with respect to such Taxes werepayable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed itsLending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e) and (d) any U.S. federal withholding Taxes imposedpursuant to FATCA.

“Extended Maturity Date” means February 26, 20212023; provided, however, that if any such date is not a Business Day, the ExtendedMaturity Date shall be the nextimmediately preceding Business Day.

“Facility Termination Date” means the date as of which all of the following shall have occurred: (a) all Commitments have terminated and,(b) all Obligations arising under the Loan Documents have been paid in full (other than contingent indemnification obligations), and (c) all Letters ofCredit have terminated or expired (other than Letters of Credit as to which other arrangements with respect thereto satisfactory to the AdministrativeAgent and the L/C Issuer shall have been made).

“FASB ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board.

“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code, as of the Closing Date (or any amended or successor versionthat is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, anyagreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code and any applicable intergovernmental agreements implementing theforegoing.

“FCM” has the meaning specified in the definition of “Regulated Subsidiary.”

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal fundstransactions with members of the Federal Reserve System, as publishedcalculated by the Federal Reserve Bank of New York on the Business Day nextsucceeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions onthe next preceding Business Day as sobased on such day’s federal funds transactions by depository institutions (as determined in such manner as theFederal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day, (b) if nosuch rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, ifnecessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent,and (c)by the Federal Reserve Bank of New York as the federal funds effective rate; provided that if the Federal Funds Rate shall beas so determinedwould be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

“Fee Letter” means that certain fee letter between the Borrower, Bank of America and BofA Securities (as successor in interest to MerrillLynch, Pierce, Fenner & Smith Incorporated) entered into as of November 4January 29, 20182020.

“FINRA” means the Financial Industry Regulatory Authority, Inc., or any other self-regulatory body which succeeds to the functions of theFinancial Industry Regulatory Authority, Inc.

“Fitch” means Fitch, Inc., and any successor thereto.

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“First Amendment” means that certain First Amendment to Credit Agreement, dated as of the First Amendment Effective Date, among the

Borrower, the Lenders signatory thereto and the Administrative Agent.

“First Amendment Effective Date” means December 11, 2019.

“Foreign Lender” means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person,a Lender that is resident or organized under the Laws of a jurisdiction other than that in which the Borrower is resident for tax purposes. For purposes ofthis definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Fronting Exposure” means, at any time there is a Defaulting Lender, with respect to the L/C Issuer, such Defaulting Lender’s ApplicablePercentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has beenreallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

“Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing incommercial loans and similar extensions of credit in the ordinary course of its activities.

“Funded Indebtedness” means, without duplication, (a) all obligations of such Person for all indebtedness created, assumed or incurred in anymanner by such Person representing money borrowed (including by the issuance of debt securities), (b) all indebtedness for the deferred purchase priceof property or services (other than trade accounts payable arising in the ordinary course of business), (c) all indebtedness secured by any lien uponproperty of such Person, whether or not such Person has assumed or become liable for the payment of such indebtedness, (d) all AttributableIndebtedness of such Person, (e) all obligations of such Person on or with respect to drawn letters of credit and bankers’ acceptances, (f) all obligations ofsuch Person evidenced by bonds, debentures, notes or similar instruments, (g) all indebtedness for borrowed money of any other Person which is directlyor indirectly guaranteed by the Borrower or any of its Subsidiaries or which the Borrower or any of its Subsidiaries has agreed (contingently orotherwise) to purchase or otherwise acquire or in respect of which the Borrower or any of its Subsidiaries has otherwise assured a creditor against lossand (h) all Guarantees of such Person in respect of the foregoing; provided, however, that Funded Indebtedness shall not include (i) accounts payableincurred in the ordinary course of business, (ii) short termshort-term obligations incurred in the ordinary course of business, (iii) obligations of suchPerson in respect of Swap Contracts related to hedging or otherwise entered into in the ordinary course of business and (iv) to the extent such Person is(x) a Regulated Subsidiary or (y) Berkeley Point, obligations of such Person in respect of secured financing arrangements (including for avoidance ofdoubt, obligations under repurchase agreements, warehouse agreements or, securities lending or borrowing agreements. Notwithstanding the foregoing, itis understood and agreed that the amount of Funded Indebtedness related to “bad boy guaranties” (including any related environmental indemnity) andthe Guarantees by Berkeley Point to Fannie Mae under the Delegated Underwriting and Servicing Program and to Freddie Mac under the TargetedAffordable Housing Program shall, in each case, be equal to the amount of any such Indebtedness, if any, that is required by GAAP to be accrued for orotherwise set forth as a liability on the balance sheet of such Person., other stock lending transactions, notes or certificates issued by special purposeentities such as trusts established pursuant to a trust agreement, and other collateralized financing transactions), in each case (x) secured by cash,marketable securities, real

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estate assets (including related purchase commitments), real estate loans (including related purchase commitments), other types of whole loans,commodities or other financial products and (y) incurred in the ordinary course of business.

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the AccountingPrinciples Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting StandardsBoard, consistently applied.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whetherstate or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial,taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Unionor the European Central Bank).

“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effectof guaranteeing any Indebtedness payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, andincluding any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) suchIndebtedness, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness of thepayment or performance of such Indebtedness or (iii) entered into for the purpose of assuring in any other manner the obligee in respect of suchIndebtedness of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on anyassets of such Person securing any Indebtedness of any other Person, whether or not such Indebtedness is assumed by such Person (or any right,contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amountequal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if notstated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term“Guarantee” as a verb has a corresponding meaning.

“Guarantors” means, collectively, (a) each Subsidiary of the Borrower that becomes a Guarantor pursuant to Section 6.12 or otherwise, (b)each other Person that may become a Guarantor hereunder and (c) the successors and permitted assigns of the foregoing.

“Guaranty” means the Guaranty made by the Guarantors in favor of the Administrative Agent and the other holders of the Obligationspursuant to Article X.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or otherpollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious ormedical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“IB” has the meaning specified in the definition of “Regulated Subsidiary.”

“IFRS” means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevantfinancial statements delivered under or referred to herein.

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtednessor liabilities in accordance with GAAP:

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(a) all Funded Indebtedness;

(b) obligations under any Swap Contract;

all obligations to purchase, redeem, retire, defease or otherwise make any payment prior to the Extended Maturity Date in respectof any Equity Interests of the Borrower or any of its Subsidiaries or any warrant, right or option to acquire such Equity Interest, valued, in thecase of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaiddividends;

all Guarantees of such Person in respect of any of the foregoing; and

all Indebtedness of the types referred to in clauses (a) through (d) above of any partnership or joint venture (other than a jointventure that is itself a corporation or limited liability company) in which such Person is a general partner or joint venture (but only to theextent such Person is liable therefor as a result of such interest), unless such Indebtedness is expressly made non-recourse to such Person.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of anyobligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

“Indemnitee” has the meaning specified in Section 11.04(b).

“Information” has the meaning specified in Section 11.07.

“Interest Payment Date” means (a) as to any Eurodollar Rate Loan, the last day of each Interest Period applicable to such Loan and theMaturity Date; provided, however, that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every threemonths after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan, the last Business Day of eachMarch, June, September and December and the Maturity Date.

“Interest Period” means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed orconverted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months thereafter, or upon the consent of all Lenders,such other period that is twelve months or less (in each case, subject to availability), as selected by the Borrower in its Loan Notice; provided that:

(a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeedingBusiness Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on thenextimmediately preceding Business Day; and

(b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is nonumerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of thecalendar month at the end of such Interest Period.

“Internal Revenue Code” means the Internal Revenue Code of 1986.

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“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase

or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchaseor other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such otherPerson, or (c) an Acquisition. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, withoutadjustment for subsequent increases or decreases in the value of such Investment.

“IRS” means the United States Internal Revenue Service.

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of InternationalBanking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

“Joinder Agreement” means a joinder agreement substantially in the form of Exhibit 6.12 executed and delivered by a Subsidiary inaccordance with the provisions of Section 6.12 or any other documents as the Administrative Agent shall deem appropriate for such purpose.

“Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement andinstrument entered into by the L/C Issuer and the Borrower (or any Subsidiary) or in favor of the L/C Issuer and relating to such Letter of Credit.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or theincrease of the amount thereof.

“L/C Disbursement” means any payment made by the L/C Issuer pursuant to a Letter of Credit.

“L/C Issuer” means Bank of America, in its capacity as issuer of Letters of Credit hereunder. The L/C Issuer may, in its discretion, arrangefor one or more Letters of Credit to be issued by Affiliates of the L/C Issuer, in which case the term “L/C Issuer” shall include any such Affiliate withrespect to Letters of Credit issued by such Affiliate.

“L/C Obligations” means, at any time, the sum of (a) the aggregate amount available to be drawn under all outstanding Letters of Credit, plus(b) the aggregate amount of all Unreimbursed Amounts. For purposes of computing the amount available to be drawn under any Letter of Credit, theamount of such Letter of Credit shall be determined in accordance with Section 1.06. For all purposes of this Agreement, if on any date of determinationa Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter ofCredit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“Laws” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances,codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authoritycharged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses,authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of Law.

“Lenders” means each of the Persons identified as a “Lender” on the signature pages hereto, each other Person that becomes a “Lender” inaccordance with this Agreement and their successors and assigns.

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“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative

Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent, which office mayinclude any Affiliate of such Lender or any domestic or foreign branch of such Lender or such affiliate. Unless the context otherwise requires eachreferences to a Lender shall include its applicable Lending Office.

“Letter of Credit” means any standby letter of credit issued hereunder providing for the payment of cash upon the honoring of a presentationthereunder.

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from timeto time in use by the L/C Issuer.

“Letter of Credit Fee” has the meaning specified in Section 2.03(h).

“Letter of Credit Sublimit” means, as of any date of determination, an amount equal to the lesser of (a) $50,000,000, and (b) the amount ofthe Aggregate Revolving Commitments as of such date. The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate RevolvingCommitments.

“LIBOR Rate” has the meaning specified in the definition of “Eurodollar Rate.”

“LIBOR Screen Rate” means the LIBOR quote on the applicable screen page the Administrative Agent designates to determine LIBOR (orsuch other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time).

“LIBOR Successor Rate” has the meaning specified in Section 3.07.

“LIBOR Successor Rate Conforming Changes” means, with respect to any proposed LIBOR Successor Rate, any conforming changes to thedefinition of Base Rate, Interest Period, timing and frequency of determining rates and making payments of interest and other technical, administrative oroperational matters as may be appropriate, in the discretion of the Administrative Agent, to reflect the adoption and implementation of such LIBORSuccessor Rate and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if theAdministrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for theadministration of such LIBOR Successor Rate exists, in such other manner of administration as the Administrative Agent determines in consultation withthe Borrower is reasonably necessary in connection with the administration of this Agreement).

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, orpreference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (includingany conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing leasehaving substantially the same economic effect as any of the foregoing).

“Loan” means, without duplication, an extension of credit by a Lender to the Borrower under Article II in the form of a Revolving Loan.

“Loan Documents” means this Agreement, each Note, each Joinder Agreement and, the Fee Letter, each Issuer Document, and any agreementcreating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.14.

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“Loan Notice” means a notice of (a) a Borrowing of Revolving Loans, (b) a conversion of Loans from one Type to the other, or (c) a

continuation of Eurodollar Rate Loans, in each case pursuant to Section 2.02(a), which shall be substantially in the form of Exhibit 2.02 or such otherform as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall beapproved by the Administrative Agent) appropriately completed and signed by a Responsible Officer of the Borrower.

“Loan Parties” means, collectively, (a) the Borrower and (b) each Guarantor.

“Master Agreement” has the meaning specified in the definition of “Swap Contract.”

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties,financial condition, assets or properties of the Loan Parties and their Subsidiaries taken as a whole; (b) a material impairment of the ability of theBorrower to perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, bindingeffect or enforceability against the Borrower of any Loan Document to which it is a party.

“Maturity Date” means (a) with respect to each Lender (other than any Non-Extending Lender), the Extended Maturity Date, and (b) withrespect to each Non-Extending Lender, the Original Maturity Date.

“Minimum Collateral Amount” means, at any time, (a) with respect to Cash Collateral consisting of cash or deposit account balances, anamount equal to 102% of the Fronting Exposure of the L/C Issuer with respect to Letters of Credit issued and outstanding at such time and (b) otherwise,an amount determined by the Administrative Agent and the L/C Issuer in their sole discretion.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower or anyERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“Multiple Employer Plan” means a single employer, as defined in Section 4001(a)(15) of ERISA, that is subject to Title IV of ERISA andthat has two or more contributing sponsors (including the Borrower or any ERISA Affiliate) at least two of whom are not under common control, as sucha plan is described in Section 4064 of ERISA.

“Net Cash Proceeds” means the aggregate cash or Cash Equivalents proceeds actually received by a Loan Party or any Subsidiary in respectof any Equity Issuance net of (a) direct costs incurred in connection therewith (including, without limitation, legal, accounting and investment bankingfees, and sales commissions) and (b) taxes paid or payable as a result thereof.

“Net Excess Capital” means the aggregate regulatory net capital, as defined in the applicable Capital Requirements, in excess of the aggregaterequired net capital under the Capital Requirements, as shown on the Borrower’s most recent annual audited financial statements or quarterlymanagement prepared statements delivered pursuant to Section 6.01, and, without duplication, as shown on the Borrower’s SEC Forms 10-Q and 10-K.

“Newmark” means Newmark Group, Inc., a Delaware corporation, and its permitted successors and assigns.

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“Newmark Distribution” means the distribution by the Borrower to its stockholders of all of the shares of Newmark’s common stock owned

by the Borrower, such that shares of Newmark’s Class A common stock would be distributed to the holders of the Borrower’s Class A common stockand shares of Newmark’s Class B common stock would be distributed to the holders of the Borrower’s Class B common stock.

“Newmark Leverage Ratio” means, as of any date for which it is to be determined, the ratio of (a) Consolidated Funded Indebtednessattributable to Newmark and its Subsidiaries as of such date (other than (i) any of the Obligations and (ii) any intercompany Indebtedness owing to theBorrower or any of its Subsidiaries) to (b) Consolidated EBITDA attributable to Newmark and its Subsidiaries for the period of the four fiscal quartersmost recently ended for which the Borrower has provided a Compliance Certificate in accordance with Section 6.02, in each case calculated on a ProForma Basis in accordance with Section 1.03(c).

“Newmark Notes” means Newmark’s 6.125% Senior Notes due 2023.

“Newmark Spinoff” means the series of transactions whereby, as a result of the Newmark Distribution, the majority of Newmark’s issued andoutstanding shares of common stock will be held by the stockholders of the Borrower and Newmark will no longer be a Subsidiary of Borrower.

“NFA” means the National Futures Association or any other regulatory body that succeeds to the functions of the National FuturesAssociation.

“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of allLenders or all affected Lenders in accordance with the terms of Section 11.01 and (b) has been approved by the Required Lenders.

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

“Non-Extending Lender” means a Lender (as of the FirstSecond Amendment Effective Date) that did not execute the FirstSecondAmendment, including any Eligible Assignee of such Lender (but only to the extent of the amount of any Commitment or Loans assigned), unless suchLender or such Eligible Assignee agrees in writing to not be a Non-Extending Lender.

“Non-Reimbursement Notice” has the meaning specified in Section 2.03(f).

“Note” has the meaning specified in Section 2.11.

“Notice of Loan Prepayment” means a notice of prepayment with respect to a Loan, which shall be substantially in the form of Exhibit 2.05or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system asshall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer.

“Obligations” means with respect to each Loan Party all advances to, and debts, liabilities, obligations, covenants and duties of, such LoanParty arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, in each case whether direct or indirect (including thoseacquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue afterthe commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as thedebtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

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“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (orequivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, thecertificate or articles of formation or organization and operating agreement or limited liability company agreement (or equivalent or comparabledocuments with respect to any non-U.S. jurisdiction); (c) with respect to any partnership, joint venture, trust or other form of business entity, thepartnership, joint venture or other applicable agreement of formation or organization (or equivalent or comparable documents with respect to any non-U.S. jurisdiction) and (d) with respect to all entities, any agreement, instrument, filing or notice with respect thereto filed in connection with its formationor organization with the applicable Governmental Authority in the jurisdiction of its formation or organization (or equivalent or comparable documentswith respect to any non-U.S. jurisdiction).

“Original Maturity Date” means November 28, 2020February 26, 2021; provided, however, that if any such date is not a Business Day, theOriginal Maturity Date shall be the nextimmediately preceding Business Day.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between suchRecipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to,performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to orenforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from anypayment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interestunder, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment(other than an assignment made pursuant to Section 3.06).

“Outstanding Amount” means (a) with respect to any Loans on any date, the aggregate outstanding principal amount thereof after givingeffect to any borrowings and prepayments or repayments of any Loans occurring on such date., and (b) with respect to any L/C Obligations on any date,the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in theaggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrower of Unreimbursed Amounts.

“Participant” has the meaning specified in Section 11.06(d).

“Participant Register” has the meaning specified in Section 11.06(d).

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Act” means the Pension Protection Act of 2006.

“Pension Funding Rules” means the rules of the Internal Revenue Code and ERISA regarding minimum required contributions (including anyinstallment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section412 of the Internal

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Revenue Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Section 412, 430, 431, 432 and 436 of the InternalRevenue Code and Sections 302, 303, 304 and 305 of ERISA.

“Pension Plan” means any “employee pension benefit plan” (within the meaning of Section 3(2) of ERISA) (including a Multiple EmployerPlan, but excluding a Multiemployer Plan) that is maintained or is contributed to by the Borrower and any ERISA Affiliate and is either covered by TitleIV of ERISA or is subject to the minimum funding standards under Section 412 of the Internal Revenue Code.

“Permitted Acquisition” means any Acquisition, provided that (a) no Default shall have occurred and be continuing or would result from suchAcquisition, (b) if the Acquisition involves aggregate cash and non-cash consideration (including assumed Indebtedness, the good faith estimate by theBorrower of the maximum amount of any deferred purchase price obligations (including any earn out payments) and Equity Interests) in excess of thegreater of $30,000,000 and 4.5% of Consolidated Net Worth (as of the date of such Acquisition), the Person or property acquired in such Acquisition isin an Eligible Line of Business, (c) in the case of an Acquisition of the Equity Interests of another Person, the board of directors (or other comparablegoverning body) of such other Person shall have duly approved such Acquisition, and (d) the Borrower shall be in compliance with the financialcovenants set forth in Section 7.11 recomputed as of the end of the period of the four fiscal quarters most recently ended for which the Borrower hasdelivered financial statements pursuant to Section 6.01(a) or (b) after giving effect to such Acquisition on a Pro Forma Basis. It is understood and agreedthat, if (x) the Acquisition of a Significant Subsidiary involves aggregate cash and non-cash consideration (including assumed Indebtedness, the goodfaith estimate by the Borrower of the maximum amount of any deferred purchase price obligations (including any earn out payments) and EquityInterests) in excess of the greater of $30,000,000 and 4.5% of Consolidated Net Worth (as of the date of such Acquisition) and (y) the ConsolidatedLeverage Ratio shall be greater than 2.50:1.00 after giving effect to such Acquisition of a Significant Subsidiary on a Pro Forma Basis, the Borrowershall have delivered to the Administrative Agent a Pro Forma Compliance Certificate.

“Permitted Holders” means Cantor Fitzgerald, L.P., Howard W. Lutnick, any Person controlled by him or any trust established for Mr.Lutnick’s benefit or for the benefit of his spouse, any of his descendants or any of his relatives, in each case, so long as he is alive and, upon his death orincapacity, any person who shall, as a result of Mr. Lutnick’s death or incapacity, become a “beneficial owner” (as defined in Rule 13d-3 under theSecurities Exchange Act) of the Borrower’s capital stock by operation of a trust, by will or the laws of descent and distribution or by operation of law.

“Permitted Liens” means, at any time, Liens in respect of property of any Loan Party or any Subsidiary permitted to exist at such timepursuant to the terms of Section 7.01.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership,Governmental Authority or other entity.

“Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan, but other than aMultiemployer Plan), maintained for employees of the Borrower or any such Plan to which the Borrower is required to contribute on behalf of any of itsemployees.

“Platform” has the meaning specified in Section 6.02.

“Pro Forma Basis” means, with respect to any Specified Transaction, that for purposes of calculating the financial covenants set forth inSection 7.11 or Consolidated EBITDA in the proviso of Section 7.05(e), such Specified Transaction (including the incurrence of any Indebtednesstherewith) shall be deemed to have occurred as of the first day of the most recent four fiscal quarter period preceding the date of such SpecifiedTransaction for which financial statements were required to be delivered pursuant to

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Section 6.01(a) or 6.01(b). In connection with the foregoing, (a) with respect to any Disposition or the Newmark Distribution, (i) income statement andcash flow statement items (whether positive or negative) attributable to the property disposed of shall be excluded to the extent relating to any periodoccurring prior to the date of such Specified Transaction and (ii) Indebtedness which is retired shall be excluded and deemed to have been retired as ofthe first day of the applicable period and (b) with respect to any Acquisition, (i) income statement and cash flow statement items attributable to thePerson or property acquired shall be included to the extent relating to any period applicable in such calculations to the extent (A) such items are nototherwise included in such income statement and cash flow statement items for the Borrower and its Subsidiaries in accordance with GAAP or inaccordance with any defined terms set forth in Section 1.01 and (B) such items are supported by financial statements (if available) and such otherinformation deemed necessary by a Responsible Officer in order to make a good faith determination (consistent with Article 11 of Regulation S-X of theSecurities Act of 1933, as amended, as interpreted by the staff of the Securities and Exchange Commission) of such pro forma calculation and (ii) anyIndebtedness incurred or assumed by the Borrower or any Subsidiary (including the Person or property acquired) in connection with such SpecifiedTransaction and any Indebtedness of the Person or property acquired which is not retired in connection with such Specified Transaction (A) shall bedeemed to have been incurred as of the first day of the applicable period and (B) if such Indebtedness has a floating or formula rate, shall have an impliedrate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to suchIndebtedness as at the relevant date of determination.

“Pro Forma Compliance Certificate” means a certificate of a Responsible Officer of the Borrower containing reasonably detailed calculationsof the financial covenants set forth in Section 7.11 recomputed as of the end of the period of the four fiscal quarters most recently ended for which theBorrower has delivered financial statements pursuant to Section 6.01(a) or (b) after giving effect to the applicable transaction on a Pro Forma Basis.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended fromtime to time.

“Public Lender” has the meaning specified in Section 6.02.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

“QFC Credit Support” has the meaning specified in Section 11.20.

“Recipient” means the Administrative Agent, any Lender, the L/C Issuer or any other recipient of any payment to be made by or on accountof any obligation of any Loan Party hereunder.

“Register” has the meaning specified in Section 11.06(c).

“Regulated Subsidiary” means any Subsidiary of the Borrower that is (i) registered as a broker dealer pursuant to Section 15 of the SecuritiesExchange Act of 1934 or that is regulated as a broker dealer or equivalent under any foreign securities law, (ii) that is registered as a Futures CommissionMerchant (“FCM”), Introducing Broker (“IB”), Swap Exchange Facility (“SEF”) or other “registered entity” within the meaning of Section 1a(40) of theCommodity Exchange Act (7 U.S.C. 1 et seq.), or the equivalent under any foreign securities or commodities Law, or (iii) registered as a swap executionfacility with the SEC or the CFTC.

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“Regulation S-X” means Regulation S-X set forth in 17 C.F.R. Part 210 of the Securities Act of 1933.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees,administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officiallyendorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York for the purpose of recommending a benchmark rateto replace LIBOR in loan agreements similar to this Agreement.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the applicable notice periodhas been waived.

“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Loans, a Loan Notice, and (b) withrespect to a L/C Credit Extension, a Letter of Credit Application.

“Required Lenders” means, at any time, Lenders having Total Credit Exposures representing more than 50% of the Total Credit Exposures ofall Lenders. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time.; provided that, theamount of any participation in any Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and funded byanother Lender shall be deemed to be held by the Lender that is the L/C Issuer in making such determination.

“Reset Date” has the meaning specified in Section 7.11(c).

“Resignation Effective Date” has the meaning specified in Section 9.06.

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer, general partner,executive vice president, chief operating officer, chief administrative officer or controller of a Loan Party, and, solely for purposes of the delivery ofincumbency certificates, the secretary or any assistant secretary of a Loan Party and, solely for purposes of notices given pursuant to Article II, any otherofficer or employee of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent or any otherofficer or employee of applicable Loan Party designated in or pursuant to an agreement between the applicable Loan Party and the AdministrativeAgent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have beenauthorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusivelypresumed to have acted on behalf of such Loan Party. To the extent requested by the Administrative Agent, each Responsible Officer will provide anincumbency certificate and appropriate authorization documentation, in form and substance reasonably satisfactory to the Administrative Agent.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any EquityInterests of any Person, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of thepurchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interests or on account

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of any return of capital to such Person’s stockholders, partners or members (or the equivalent Person thereof), or any option, warrant or other right toacquire any such dividend or other distribution or payment.

“Revolving Commitment” means, as to each Lender, its obligation to (a) make Revolving Loans to the Borrower pursuant to Section 2.01inand (b) purchase participations in L/C Obligations, in an aggregate principal amount at any one time outstanding not to exceed the amount set forthopposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption or other documentation pursuant to which such Lenderbecomes a party hereto, as applicable.

“Revolving Credit Exposure” means, as to any Lender at any time, the aggregate principal amount at such time of its outstanding RevolvingLoans and such Lender’s participation in L/C Obligations at such time.

“Revolving Loan” has the meaning specified in Section 2.01(a).

“S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global, Inc. and any successor thereto.

“Sale and Leaseback Transaction” means, with respect to any Person, any arrangement, directly or indirectly, whereby such Person shall sellor transfer any property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or otherproperty that it intends to use for substantially the same purpose or purposes as the property being sold or transferred.

“Sanction(s)” means any sanction administered or enforced by the United States Government, including OFAC, the United Nations SecurityCouncil, the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority.

“Scheduled Unavailability Date” has the meaning specified in Section 3.07.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Second Amendment” means that certain Second Amendment to Credit Agreement, dated as of the Second Amendment Effective Date,among the Borrower, the Lenders signatory thereto and the Administrative Agent.

“Second Amendment Effective Date” means February 26, 2020.

“Securitization Transaction” means, with respect to any Person, any financing transaction or series of financing transactions (includingfactoring arrangements) pursuant to which such Person or any Subsidiary of such Person may sell, convey or otherwise transfer, or grant a securityinterest in, accounts, payments, receivables, rights to future lease payments or residuals or similar rights to payment to a special purpose subsidiary oraffiliate of such Person.

“SEF” has the meaning specified in the definition of “Regulated Subsidiary.”

“Significant Subsidiary” has the meaning given to such term in Regulation S-X.

“SOFR” with respect to any day means the secured overnight financing rate published for such day by the Federal Reserve Bank of NewYork, as the administrator of the benchmark (or a successor

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administrator) on the Federal Reserve Bank of New York’s website and that has been selected or recommended by the Relevant Governmental Body.

“SOFR-Based Rate” means SOFR or Term SOFR.

“Solvent” or “Solvency” means, with respect to any Person as of a particular date, that on such date (a) such Person is able to pay its debtsand other liabilities, contingent obligations and other commitments as they mature in the ordinary course of business, (b) such Person does not intend to,and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature in the ordinarycourse of business, (c) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which suchPerson’s property would constitute unreasonably small capital, (d) the fair value of the property of such Person is greater than the total amount ofliabilities, including contingent liabilities, of such Person and (e) the present fair salable value of the assets of such Person is not less than the amount thatwill be required to pay the probable liability of such Person on its debts as they become absolute and matured. The amount of contingent liabilities at anytime shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonablybe expected to become an actual or matured liability.

“Specified Transaction” means (a) any Acquisition of property or series of related acquisitions of property that (i) constitutes assetscomprising all or substantially all of an operating unit of a business or constitutes all or substantially all of the common stock of a Person and (ii)involves the payment of consideration by the Borrower and its Subsidiaries in excess of the greater of $75,000,000 and 4.5% of Consolidated Net Worth(as of the date of such Acquisition), (b) any Disposition of property or series of related Dispositions of property that (i) constitutes assets comprising allor substantially all of an operating unit of a business or constitutes all or substantially all of the common stock of a Person and (ii) yields gross proceedsto the Borrower or any of its Subsidiaries in excess of the greater of $75,000,000 and 4.5% of Consolidated Net Worth (as of the date of suchDisposition), (c) any other Acquisition or Disposition designated by the Borrower as a “Specified Transaction” as of any fiscal quarter-end; provided thatif the Borrower designates any Acquisition or Disposition as a Specified Transaction as of such fiscal quarter-end, then it must designate all Acquisitionsand Dispositions consummated during the twelve month period prior to such designation as Specified Transactions, and (d) the Newmark Distribution.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which (a) amajority of the shares of Voting Stock is at the time beneficially owned by such Person and (b) is required to be consolidated into the financial statementsof such Person in accordance with GAAP. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to aSubsidiary or Subsidiaries of the Borrower.

“Successor Holdco” has the meaning specified in Section 11.06(g).

“Supported QFC” has the meaning specified in Section 11.20.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions,commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swapsor options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, captransactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, orany other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not anysuch transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which aresubject to the terms and

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conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any InternationalForeign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “MasterAgreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legallyenforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out andtermination value(s) determined in accordance therewith, such termination value(s) and (b) for any date prior to the date referenced in clause (a), theamount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readilyavailable quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retentionlease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which,upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, feesor other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term SOFR” means the forward-looking term rate for any period that is approximately (as determined by the Administrative Agent) as longas any of the Interest Period options set forth in the definition of “Interest Period” and that is based on SOFR and that has been selected orrecommended by the Relevant Governmental Body, in each case as published on an information service as selected by the Administrative Agent fromtime to time in its reasonable discretion.

“Threshold Amount” means $50,000,000.

“Total Credit Exposure” means, as to any Lender at any time, the sum of the unused Commitments of such Lender at such time and theoutstanding LoansRevolving Credit Exposure of such Lender at such time.

“Total Revolving Outstandings” means the aggregate Outstanding Amount of all Revolving Loans and all L/C Obligations.

“Type” means, with respect to any Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time)promulgated by the United Kingdom Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended fromtime to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, andcertain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolutionof any UK Financial Institution.

“United States” and “U.S.” mean the United States of America.

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“Unreimbursed Amount” has the meaning specified in Section 2.03(f).

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Internal Revenue Code.

“U.S. Special Resolution Regimes” has the meaning specified in Section 11.20.

“U.S. Tax Compliance Certificate” has the meaning specified in Section 3.01(e)(ii)(B)(3).

“Voting Stock” means, with respect to any Person, Equity Interests issued by such Person the holders of which are ordinarily, in the absenceof contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the right so to votehas been suspended by the happening of such a contingency.

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers ofsuch EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down andconversion powers are described in the EU Bail-In Legislation Schedule., and (b) with respect to the United Kingdom, any powers of the applicableResolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or anycontract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or anyother person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation inrespect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

Other Interpretive Provisions .

With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the contextmay require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and“including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaningand effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or otherdocument (including any Loan Document or Organization Document) shall be construed as referring to such agreement, instrument or otherdocument as from time to time amended, modified, extended, restated, replaced or supplemented from time to time (subject to any restrictionson such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Personshall be construed to include such Person’s successors and assigns, (iii) the words “hereto,” “herein,” “hereof” and “hereunder,” and words ofsimilar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particularprovision thereof, (iv) all references in a Loan Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall beconstrued to refer to Articles and Sections of, Preliminary Statements of and Exhibits and Schedules to, the Loan Document in which suchreferences appear, (v) any reference to any Law shall include all statutory and regulatory rules, regulations, orders and provisionsconsolidating, amending, replacing or interpreting such Law and any reference to any Law or regulation shall, unless otherwise specified,refer to such Law or regulation as amended, modified, extended, restated, replaced or supplemented from time to time, and (vi) the words“asset” and “property” shall be construed to have the same meaning and effect and to refer to any

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and all assets and properties, tangible and intangible, real and personal, including cash, securities, accounts and contract rights.

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

Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect theinterpretation of this Agreement or any other Loan Document.

(b) Any reference herein to a merger, transfer, consolidation, amalgamation, consolidation, assignment,sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation ofassets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer,consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separatePerson. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liabilitycompany that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

Accounting Terms .

Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and allfinancial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall beprepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that usedin preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, forpurposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, (i)Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and theeffects of FASB ASC 825 on financial liabilities shall be disregarded. and (ii) all liability amounts shall be determined excluding any liabilityrelating to any operating lease, all asset amounts shall be determined excluding any right-of-use assets relating to any operating lease, allamortization amounts shall be determined excluding any amortization of a right-of-use asset relating to any operating lease, and all interestamounts shall be determined excluding any deemed interest comprising a portion of fixed rent payable under any operating lease, in each caseto the extent that such liability, asset, amortization or interest pertains to an operating lease under which the covenantor or a member of itsconsolidated group is the lessee and would not have been accounted for as such under GAAP as in effect on December 31, 2015.

Changes in GAAP. If at any time any change in GAAP (including the adoption of IFRS) would affect the computation of anyfinancial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, theAdministrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the originalintent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) suchratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provideto the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonablyrequested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect tosuch

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change in GAAP. Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with thatreflected in the Audited Financial Statements for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto,unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above.

Calculations. Notwithstanding the above, the parties hereto acknowledge and agree that all calculations of the financial covenantsin Section 7.11 shall be made on a Pro Forma Basis with respect to any Specified Transaction.

Rounding .

Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriatecomponent by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and roundingthe result up or down to the nearest number (with a rounding-up if there is no nearest number).

Times of Day; Rates .

Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable). TheAdministrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration,submission or any other matter related to the rates in the definition of “Eurodollar Rate” or with respect to any comparable or successor rate thereto.ratethat is an alternative or replacement for or successor to any of such rate (including any LIBOR Successor Rate) or the effect of any of the foregoing, or ofany LIBOR Successor Rate Conforming Changes.

1.02 Letter of Credit Amounts .

Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter ofCredit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document relatedthereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be themaximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at suchtime.

THE COMMITMENTS AND CREDIT EXTENSIONS

Revolving Loans .

Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a “RevolvingLoan”) to the Borrower in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not toexceed at any time outstanding the amount of such Lender’s Revolving Commitment; provided, however, that after giving effect to anyBorrowing of Revolving Loans, (i) the Total Revolving Outstandings shall not exceed an amount equal to the Aggregate RevolvingCommitments and (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment. Within thelimits of each Lender’s Revolving Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under thisSection 2.01, prepay under Section 2.05, and reborrow under this

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Section 2.01. Revolving Loans may be Base Rate Loans or Eurodollar Rate Loans, or a combination thereof, as further provided herein.

Increases of the Aggregate Revolving Commitments. The Borrower shall have the right, upon at least five Business Days’ priorwritten notice to the Administrative Agent, to increase the Aggregate Revolving Commitments in one or more increases, at any time prior tothe date that is sixty days prior to the Extended Maturity Date, subject, however, in any such case, to satisfaction of the following conditionsprecedent:

the Aggregate Revolving Commitments shall not exceed $400,000,000 without the consent of the Required Lenders;

no Default shall have occurred and be continuing on the date on which such increase is to become effective;

the representations and warranties set forth in Article V shall be true and correct in all material respects (or, if anysuch representation or warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct in all respectsas drafted) on and as of the date on which such increase is to become effective, except to the extent that such representations andwarranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if any suchrepresentation or warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct in all respects asdrafted) as of such earlier date;

(iv) after giving effect to such increase and any Borrowings in connection therewith, the Borrower will be inpro forma compliance with all of the covenants in Section 7.11;

(v) such increase shall be in a minimum amount of $10,000,0005,000,000 and in integral multiples of $5,000,000 inexcess thereof;

(vi) such requested increase shall only be effective upon receipt by the Administrative Agent of (A)additional Revolving Commitments in a corresponding amount of such requested increase from either existing Lenders and/orone or more other institutions that qualify as Eligible Assignees (it being understood and agreed that no existing Lender shall berequired to provide an additional Revolving Commitment) and (B) documentation from each institution providing an additionalRevolving Commitment evidencing its additional Revolving Commitment and its obligations under this Agreement in form andsubstance reasonably acceptable to the Administrative Agent;

(vii) the Administrative Agent shall have received all documents (including resolutions of the board ofdirectors of the Borrower) it may reasonably request relating to the corporate or other necessary authority for such increase andthe validity of such increase in the Aggregate Revolving Commitments, and any other matters relevant thereto, all in form andsubstance reasonably satisfactory to the Administrative Agent; and

(viii) if any Revolving Loans are outstanding at the time of the increase in the Aggregate RevolvingCommitments, the Borrower shall, if applicable, prepay one or more existing Revolving Loans (such prepayment to be subjectto Section 3.05) in an amount necessary such that after giving effect to the increase in the Aggregate Revolving

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Commitments, each Lender will hold its pro rata share (based on its Applicable Percentage of the increased AggregateRevolving Commitments) of outstanding Revolving Loans.

For avoidance of doubt, it is understood and agreed that, as of the Closing Date, there does not exist any availability to increase the AggregateRevolving Commitments pursuant to this Section 2.01(b).

Borrowings, Conversions and Continuations of Loans .

Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall bemade upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone, or (B) a Loan Notice;provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Loan Notice. Each suchLoan Notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the requested date of anyBorrowing of, conversion to or continuation of, Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans,and (ii) on the requested date of any Borrowing of Base Rate Loans. Each Borrowing of, conversion to or continuation of Eurodollar RateLoans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. EachExcept as provided in Section2.03(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 inexcess thereof. Each Loan Notice shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type tothe other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be(which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to beborrowed or to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If theBorrower fails to specify a Type of a Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion orcontinuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base RateLoans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If theBorrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any Loan Notice, but fails to specify anInterest Period, it will be deemed to have specified an Interest Period of one month.

Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its ApplicablePercentage of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the AdministrativeAgent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection. In thecase of a Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds atthe Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Loan Notice. Upon satisfaction ofthe applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the AdministrativeAgent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) creditingthe account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each casein accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower.; provided, however,that if, on the date the Loan Notice with respect to such Borrowing is given by the Borrower, there are Unreimbursed Amounts outstanding,then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such Unreimbursed Amounts, and second, shall bemade available to the Borrower as provided above.

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Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of the Interest

Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued asEurodollar Rate Loans without the consent of the Required Lenders, and unless repaid, each outstanding Eurodollar Rate Loan shall beconverted to a Base Rate Loan at the end of the Interest Period applicable thereto.

The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Periodfor Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the AdministrativeAgent shall notify eachthe Borrower and the Lenders of any change in Bank of America’s prime rate used in determining the Base Ratepromptly following the public announcement of such change.

After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as thesame Type, there shall not be more than ten Interest Periods in effect.

Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion ofits Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement,pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent and such Lender.

[Reserved]Letters of Credit .

(a) General. Subject to the terms and conditions set forth herein, in addition to the Loans provided for inSection 2.01, the Borrower may request that the L/C Issuer, in reliance on the agreements of the Lenders set forth in this Section 2.03, issue,and the L/C Issuer may in its sole discretion elect to issue, at any time and from time to time during the Availability Period, Letters of Creditdenominated in Dollars for its own account or the account of any of its Subsidiaries in such form as is acceptable to the Administrative Agentand the L/C Issuer in its reasonable determination. Letters of Credit issued hereunder shall constitute utilization of the Commitments.

(b) Notice of Issuance, Amendment, Extension, Reinstatement or Renewal. To request the issuance of aLetter of Credit (or the amendment of the terms and conditions, extension of the terms and conditions, extension of the expiration date, orreinstatement of amounts paid, or renewal of an outstanding Letter of Credit), the Borrower shall deliver (or transmit by electroniccommunication, if arrangements for doing so have been approved by the L/C Issuer) to the L/C Issuer and to the Administrative Agent notlater than 11:00 a.m. at least two (2) Business Days (or such later date and time as the Administrative Agent and the L/C Issuer may agree ina particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be, a notice requestingthe issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, extended, reinstated or renewed, and specifying the dateof issuance, amendment, extension, reinstatement or renewal (which shall be a Business Day), the date on which such Letter of Credit is toexpire (which shall comply with Section 2.03(d)), the amount of such Letter of Credit, the name and address of the beneficiary thereof, thepurpose and nature of the requested Letter of Credit and such other information as shall be necessary to prepare, amend, extend, reinstate orrenew such Letter of Credit. If requested by the L/C Issuer, the Borrower also shall submit a Letter of Credit Application and areimbursement agreement on the L/C Issuer’s standard form in connection with any request for a Letter of Credit. In the event of anyinconsistency between the terms and conditions of this Agreement and the terms and conditions of any Letter of

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Credit Application, any reimbursement agreement, any other Issuer Document or other agreement submitted by the Borrower to, or enteredinto by the Borrower with, the L/C Issuer relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

(c) Limitations on Amounts, Issuance and Amendment.

(i) A Letter of Credit may be issued, amended, extended, reinstated or renewed onlyif (and upon issuance, amendment, extension, reinstatement or renewal of each Letter of Credit the Borrower shall be deemed torepresent and warrant that), after giving effect to such issuance, amendment, extension, reinstatement or renewal (i) theaggregate L/C Obligations shall not exceed the Letter of Credit Sublimit, (ii) the Revolving Credit Exposure of any Lender shallnot exceed its Commitment and (iii) the total Revolving Credit Exposures shall not exceed the total Commitments.

(ii) The L/C Issuer shall not be under any obligation to issue any Letter of Credit,including if:

(A) any order, judgment or decree of any Governmental Authorityor arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the Letter of Credit, or anyLaw applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from anyGovernmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrainfrom, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the L/C Issuerwith respect to the Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is nototherwise compensated hereunder) not in effect on the Second Amendment Effective Date, or shall impose upon theL/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Second Amendment EffectiveDate and which the L/C Issuer in good faith deems material to it;

(B) the issuance of such Letter of Credit would violate one or morepolicies of the L/C Issuer applicable to letters of credit generally;

(C) except as otherwise agreed by the Administrative Agent andthe L/C Issuer, the Letter of Credit is in an initial stated amount less than $500,000;

(D) any Lender is at that time a Defaulting Lender, unless the L/CIssuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in itssole discretion) with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure(after giving effect to Section 2.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter ofCredit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer hasactual or potential Fronting Exposure, as it may elect in its sole discretion; or

(E) the Letter of Credit contains any provisions for automaticreinstatement of the stated amount after any drawing thereunder.

(iii) The L/C Issuer shall be under no obligation to amend any Letter of Credit,including if (A) the L/C Issuer would have no obligation at such time to issue the Letter of Credit in its amended form under theterms hereof, or (B) the beneficiary of the Letter

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of Credit does not accept the proposed amendment to the Letter of Credit.

(d) Expiration Date. Each Letter of Credit shall have a stated expiration date no later than the earlier of(i) the date twelve months after the date of the issuance of such Letter of Credit (or, in the case of any extension of the expiration date thereof,whether automatic or by amendment, twelve months after the then‑current expiration date of such Letter of Credit) and (ii) the date that isfive Business Days prior to the Extended Maturity Date.

(e) Participations.

(i) By the issuance of a Letter of Credit (or an amendment to a Letter of Creditincreasing the amount or extending the expiration date thereof), and without any further action on the part of the L/C Issuer orthe Lenders, the L/C Issuer hereby grants to each Lender, and each Lender hereby acquires from the L/C Issuer, a participationin such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under suchLetter of Credit. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section2.03(e)(i) in respect of Letters of Credit is absolute, unconditional and irrevocable and shall not be affected by any circumstancewhatsoever, including any amendment, extension, reinstatement or renewal of any Letter of Credit or the occurrence andcontinuance of a Default or reduction or termination of the Commitments. Each Lender further acknowledges and agrees that itsparticipation in each Letter of Credit will be automatically adjusted to reflect such Lender’s Applicable Percentage of theaggregate amount available to be drawn under such Letter of Credit at each time such Lender’s Commitment is amendedpursuant to the operation of Section 2.14 or 2.15, as a result of an assignment in accordance with Section 10.06 or otherwisepursuant to this Agreement.

(ii) In consideration and in furtherance of the foregoing, upon receipt of any Non-Reimbursement Notice, each Lender hereby absolutely, unconditionally and irrevocably agrees to pay to the AdministrativeAgent, for account of the L/C Issuer, such Lender’s Applicable Percentage of each L/C Disbursement made by the L/C Issuernot later than 1:00 p.m. on the Business Day specified in such Non-Reimbursement Notice, until such L/C Disbursement isreimbursed by the Borrower or at any time after any reimbursement payment is required to be refunded to the Borrower for anyreason, including after the Maturity Date. Such payment shall be made without any offset, abatement, withholding or reductionwhatsoever. Each such payment shall be made in the same manner as provided in Section 2.02 with respect to Loans made bysuch Lender (and Section 2.02 shall apply, mutatis mutandis, to the payment obligations of the Lenders pursuant to this Section2.03(e)(ii)), and the Administrative Agent shall promptly pay to the L/C Issuer the amounts so received by it from theLenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to Section2.03(f), the Administrative Agent shall distribute such payment to the L/C Issuer or, to the extent that the Lenders have madepayments pursuant to this Section 2.03(e)(ii) to reimburse the L/C Issuer, then to such Lenders and the L/C Issuer as theirinterests may appear. Any payment made by a Lender pursuant to this Section 2.03(e)(ii) to reimburse the L/C Issuer for anyL/C Disbursement (other than, for the avoidance of doubt, any Loan made by a Lender pursuant to the first proviso set forth inSection 2.03(f)) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such L/CDisbursement.

(iii) If any Lender fails to make available to the Administrative Agent for the

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account of the L/C Issuer any amount required to be paid by such Lender pursuant to the provisions of Section 2.03(e)(ii), then,without limiting the other provisions of this Agreement, the L/C Issuer shall be entitled to recover from such Lender (actingthrough the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment isrequired to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater ofthe Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbankcompensation, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with theforegoing. A certificate of the L/C Issuer submitted to any Lender (through the Administrative Agent) with respect to anyamounts owing under this Section 2.03(e)(iii) shall be conclusive absent manifest error.

(f) Reimbursement. If the L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, theBorrower shall reimburse the L/C Issuer in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to suchL/C Disbursement not later than 12:00 noon on (i) the Business Day that the Borrower receives notice of such L/C Disbursement, if suchnotice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Borrower receives such notice, if suchnotice is not received prior to such time; provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower may, subject tothe conditions to borrowing set forth herein, request in accordance with Section 2.02 that such payment be financed with a Borrowing of BaseRate Loans in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged andreplaced by the resulting Borrowing of Base Rate Loans. If the Borrower fails to make such payment when due, the Administrative Agentshall notify each Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the “UnreimbursedAmount”) and such Lender’s Applicable Percentage thereof (each such notice, a “Non-Reimbursement Notice”). Promptly upon receipt ofany Non-Reimbursement Notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amountpursuant to Section 2.03(e)(ii), subject to the amount of the unutilized portion of the Aggregate Revolving Commitments. Any notice givenby the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed inwriting; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(g) Obligations Absolute. The Borrower’s obligation to reimburse L/C Disbursements as provided inSection 2.03(f) shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of thisAgreement under any and all circumstances whatsoever and irrespective of:

(i) any lack of validity or enforceability of this Agreement, any other LoanDocument or any Letter of Credit, or any term or provision herein or therein;

(ii) the existence of any claim, counterclaim, setoff, defense or other right that theBorrower or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or anyPerson for whom any such beneficiary or any such transferee may be acting), the L/C Issuer or any other Person, whether inconnection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement orinstrument relating thereto, or any unrelated transaction;

(iii) any draft, demand, certificate or other document presented under a Letter

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of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement in such draft or other documentbeing untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required inorder to make a drawing under such Letter of Credit;

(iv) waiver by the L/C Issuer of any requirement that exists for the L/C Issuer’sprotection and not the protection of the Borrower or any waiver by the L/C Issuer which does not in fact materially prejudice theBorrower;

(v) honor of a demand for payment presented electronically even if such Letter ofCredit required that demand be in the form of a draft;

(vi) any payment made by the L/C Issuer in respect of an otherwise complying itempresented after the date specified as the expiration date of, or the date by which documents must be received under such Letterof Credit if presentation after such date is authorized by the Uniform Commercial Code or the ISP, as applicable;

(vii) payment by the L/C Issuer under a Letter of Credit against presentation of adraft or other document that does not comply strictly with the terms of such Letter of Credit; or any payment made by the L/CIssuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for thebenefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letterof Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or

(viii) any other event or circumstance whatsoever, whether or not similar to any ofthe foregoing, that might, but for the provisions of this Section 2.03, constitute a legal or equitable discharge of, or provide aright of setoff against, the Borrower’s obligations hereunder.

(h) Examination. The Borrower shall promptly examine a copy of each Letter of Credit and eachamendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or otherirregularity, the Borrower will immediately notify the L/C Issuer. The Borrower shall be conclusively deemed to have waived any such claimagainst the L/C Issuer and its correspondents unless such notice is given as aforesaid.

(i) Liability. None of the Administrative Agent, the Lenders, the L/C Issuer, or any of their Related Partiesshall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit by the L/C Issuer orany payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in Section 2.03(g)), or any error,omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter ofCredit (including any document required to make a drawing thereunder), any error in interpretation of technical terms, any error in translationor any consequence arising from causes beyond the control of the L/C Issuer; provided that the foregoing shall not be construed to excuse theL/C Issuer from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect ofwhich are hereby waived by the Borrower to the extent permitted by applicable Law) suffered by the Borrower that are caused by the L/CIssuer’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with theterms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the L/C Issuer(as finally determined by a court of competent jurisdiction), the L/C Issuer shall be deemed

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to have exercised care in each such determination, and that:

(i) the L/C Issuer may replace a purportedly lost, stolen, or destroyed original Letterof Credit or missing amendment thereto with a certified true copy marked as such or waive a requirement for its presentation;

(ii) the L/C Issuer may accept documents that appear on their face to be insubstantial compliance with the terms of a Letter of Credit without responsibility for further investigation, regardless of anynotice or information to the contrary, and may make payment upon presentation of documents that appear on their face to be insubstantial compliance with the terms of such Letter of Credit and without regard to any non-documentary condition in suchLetter of Credit;

(iii) the L/C Issuer shall have the right, in its sole discretion, to decline to acceptsuch documents and to make such payment if such documents are not in strict compliance with the terms of such Letter ofCredit; and

(iv) this sentence shall establish the standard of care to be exercised by the L/CIssuer when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof(and the parties hereto hereby waive, to the extent permitted by applicable Law, any standard of care inconsistent with theforegoing).

Without limiting the foregoing, none of the Administrative Agent, the Lenders, the L/C Issuer, or any of their Related Parties shall have any liability orresponsibility by reason of (i) any presentation that includes forged or fraudulent documents or that is otherwise affected by the fraudulent, bad faith, orillegal conduct of the beneficiary or other Person, (ii) the L/C Issuer declining to take-up documents and make payment (A) against documents that arefraudulent, forged, or for other reasons by which that it is entitled not to honor or (B) following a Borrower’s waiver of discrepancies with respect to suchdocuments or request for honor of such documents or (iii) the L/C Issuer retaining proceeds of a Letter of Credit based on an apparently applicableattachment order, blocking regulation, or third-party claim notified to the L/C Issuer.

(j) Applicability of ISP; Limitation of Liability. Unless otherwise expressly agreed by the L/C Issuer andthe Borrower when a Letter of Credit is issued by it, the rules of the ISP shall apply to each Letter of Credit. Notwithstanding the foregoing,the L/C Issuer shall not be responsible to the Borrower for, and the L/C Issuer’s rights and remedies against the Borrower shall not beimpaired by, any action or inaction of the L/C Issuer required or permitted under any law, order, or practice that is required or permitted to beapplied to any Letter of Credit or this Agreement, including the Law or any order of a jurisdiction where the L/C Issuer or the beneficiary islocated, the practice stated in the ISP, or in the decisions, opinions, practice statements, or official commentary of the ICC BankingCommission, the Bankers Association for Finance and Trade - International Financial Services Association (BAFT-IFSA), or the Institute ofInternational Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice.

(k) Benefits. The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issuedby it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to theAdministrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Creditissued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “AdministrativeAgent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein withrespect to the L/C Issuer.

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(l) Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each

Lender in accordance, subject to Section 2.15, with its Applicable Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for eachLetter of Credit equal to the Applicable Rate times the daily amount available to be drawn under such Letter of Credit. For purposes ofcomputing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined inaccordance with Section 1.06. Letter of Credit Fees shall be (i) due and payable on the first Business Day after the end of each March, June,September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Maturity Date andthereafter on demand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter, thedaily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for eachperiod during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon therequest of the Required Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

(m) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. The Borrower shallpay directly to the L/C Issuer for its own account a fronting fee with respect to each Letter of Credit, at the rate per annum equal to theamount set forth in the Fee Letter, computed on the daily amount available to be drawn under such Letter of Credit on a quarterly basis inarrears. Such fronting fee shall be due and payable on the first Business Day after the end of each March, June, September and December inrespect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such dateto occur after the issuance of such Letter of Credit, on the Maturity Date and thereafter on demand. For purposes of computing the dailyamount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section1.06. In addition, the Borrower shall pay directly to the L/C Issuer for its own account the customary issuance, presentation, amendment andother processing fees, and other standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect. Suchcustomary fees and standard costs and charges are due and payable on demand and are nonrefundable.

(n) Disbursement Procedures. The L/C Issuer for any Letter of Credit shall, within the time allowed byapplicable Laws or the specific terms of the Letter of Credit following its receipt thereof, examine all documents purporting to represent ademand for payment under such Letter of Credit. The L/C Issuer shall promptly after such examination notify the Administrative Agent andthe Borrower in writing of such demand for payment if the L/C Issuer has made or will make an L/C Disbursement thereunder; provided thatany failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the L/C Issuer and the Lenderswith respect to any such L/C Disbursement.

(o) Interim Interest. If the L/C Issuer for any Letter of Credit shall make any L/C Disbursement, then,unless the Borrower shall reimburse such L/C Disbursement in full on the date such L/C Disbursement is made, the unpaid amount thereofshall bear interest, for each day from and including the date such L/C Disbursement is made to but excluding the date that the Borrowerreimburses such L/C Disbursement, at the rate per annum then applicable to Base Rate Loans; provided that if the Borrower fails to reimbursesuch L/C Disbursement when due pursuant to Section 2.03(f), then Section 2.08(b) shall apply. Interest accrued pursuant to this Section2.03(o) shall be for account of the L/C Issuer, except that interest accrued on and after the date of payment by any Lender pursuant to Section2.03(f) to reimburse the L/C Issuer shall be for account of such Lender to the extent of such payment.

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(p) Replacement of the L/C Issuer. The L/C Issuer may be replaced at any time by written agreement

between the Borrower, the Administrative Agent, the replaced L/C Issuer and the successor L/C Issuer. The Administrative Agent shallnotify the Lenders of any such replacement of the L/C Issuer. At the time any such replacement shall become effective, the Borrower shallpay all unpaid fees accrued for the account of the replaced L/C Issuer. From and after the effective date of any such replacement, (i) thesuccessor L/C Issuer shall have all the rights and obligations of the L/C Issuer under this Agreement with respect to Letters of Credit to beissued by it thereafter and (ii) references herein to the term “L/C Issuer” shall be deemed to include such successor or any previous L/CIssuer, or such successor and all previous L/C Issuers, as the context shall require. After the replacement of the L/C Issuer hereunder, thereplaced L/C Issuer shall remain a party hereto and shall continue to have all the rights and obligations of the L/C Issuer under thisAgreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters ofCredit.

(q) Cash Collateralization.

(i) If any Event of Default shall occur and be continuing, on the Business Day thatthe Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has beenaccelerated, Lenders with L/C Obligations representing at least 50% of the total L/C Obligations) demanding the deposit ofCash Collateral pursuant to this Section 2.03(q), the Borrower shall promptly within three (3) Business Days deposit into anaccount established and maintained on the books and records of the Administrative Agent (the “Collateral Account”) an amountin cash equal to 102% of the total L/C Obligations as of such date plus any accrued and unpaid interest thereon; provided thatthe obligation to deposit such Cash Collateral shall become effective immediately, and such deposit shall become immediatelydue and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default described inSection 8.01(f) or 8.01(g). Such deposit shall be held by the Administrative Agent as collateral for the payment andperformance of the obligations of the Borrower under this Agreement. In addition, and without limiting the foregoing orSection 2.03(d), if any L/C Obligations remain outstanding after the expiration date specified in Section 2.03(d), the Borrowershall promptly within three (3) Business Days deposit into the Collateral Account an amount in cash equal to 102% of the totalL/C Obligations as of such date plus any accrued and unpaid interest thereon.

(ii) The Administrative Agent shall have exclusive dominion and control, includingthe exclusive right of withdrawal, over the Collateral Account. Other than any interest earned on the investment of suchdeposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’srisk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in theCollateral Account. Cash Collateral in the Collateral Account shall be applied by the Administrative Agent to reimburse theL/C Issuer for L/C Disbursements for which it has not been reimbursed, together with related fees, costs, and customaryprocessing charges, and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of theBorrower for the L/C Obligations at such time or, if the maturity of the Loans has been accelerated (but subject to the consent ofLenders with L/C Obligations representing 50% of the total L/C Obligations), be applied to satisfy other obligations of theBorrower under this Agreement. If the Borrower is required to provide an amount of Cash Collateral hereunder as a result ofthe occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowerwithin three Business Days after all Events of Default have been

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cured or waived.

(r) Letters of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued or outstandinghereunder is in support of any obligations of, or is for the account of, a Subsidiary, the Borrower shall be obligated to reimburse, indemnifyand compensate the L/C Issuer hereunder for any and all drawings under such Letter of Credit as if such Letter of Credit had been issuedsolely for the account of the Borrower. The Borrower irrevocably waives any and all defenses that might otherwise be available to it as aguarantor or surety of any or all of the obligations of such Subsidiary in respect of such Letter of Credit. The Borrower hereby acknowledgesthat the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s businessderives substantial benefits from the businesses of such Subsidiaries.

(s) Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms ofany Issuer Document, the terms hereof shall control.

[Reserved] .

Prepayments .

Voluntary Prepayments. The Borrower may, upon delivery of a Notice of Loan Prepayment from the Borrower to theAdministrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty;provided that (A) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not laterthan 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of BaseRate Loans; (B) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of$1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loansshall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereofthen outstanding). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, ifEurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender ofits receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by theBorrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the datespecified therein; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the AggregateRevolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination isrevoked in accordance with Section 2.06. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on theamount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shallbe applied to the Loans of the Lenders in accordance with their respective Applicable Percentages.

[Reserved].If for any reason the Total Revolving Outstandings at any time exceed the Aggregate Revolving Commitments then ineffect, the Borrower shall immediately prepay Loans and/or promptly within three (3) Business Days Cash Collateralize the L/C Obligationsin an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/CObligations pursuant to this Section 2.05(b) unless after the prepayment in full of the Loans the Total Revolving Outstandings exceed theAggregate Revolving Commitments then in effect.

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Termination or Reduction of Aggregate Revolving Commitments .

The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to timepermanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not laterthan 11:00 a.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of$5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate RevolvingCommitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the AggregateRevolving Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimitexceeds the amount of the Aggregate Revolving Commitments, the Letter of Credit Sublimit shall be automatically reduced by the amount of suchexcess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate RevolvingCommitments. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Lender according to itsApplicable Percentage except as set forth below. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitmentsshall be paid on the effective date of such termination.

Notwithstanding the foregoing, (A) a notice of termination of the Aggregate Revolving Commitments delivered by the Borrower may statethat such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice tothe Administrative Agent on or prior to the specified effective date) if such condition is not satisfied and (B) if there are any Non-Extending Lenders asof the Original Maturity Date, (1) the Aggregate Revolving Commitments shall automatically be reduced on such date on a non-pro rata basis by theamount of Revolving Commitments of such Non-Extending Lenders and (2) the Revolving Commitments of such Non-Extending Lenders shallautomatically terminate on such date.

Repayment of Loans .

(a) The Borrower shall repay to (i) the Non-Extending Lenders, on the Original Maturity Date, the aggregate principal amount of allLoans and all other Obligations outstanding owing to the Non-Extending Lenders on such date and (ii) the Lenders (other than the Non-ExtendingLenders), on the Extended Maturity Date, the aggregate principal amount of all Loans and all other Obligations outstanding on such date.

(b) In the event a Change of Control occurs, (i) the Borrower shall promptly thereafter, without duplication, (A) repay to the Lenders theaggregate principal amount of all Loans and all other Obligations outstanding on such date, and (B) the Borrower shall Cash Collateralize all L/CObligations (in an amount equal to the Minimum Collateral Amount with respect thereto); and (ii) the Commitments of each Lender shall be terminated.

Interest .

Subject to the provisions of subsection (b) below, (i) each Eurodollar Rate Loan shall bear interest on the outstanding principalamount thereof for each Interest Period at a rate per annum equal to the sum of the Eurodollar Rate for such Interest Period plus theApplicable Rate and (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowingdate at a rate per annum equal to the sum of the Base Rate plus the Applicable Rate.

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(i) If any amount of principal of any Loan is not paid when due, whether at stated maturity, by acceleration

or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to thefullest extent permitted by applicable Laws.

(ii) If any amount (other than principal of any Loan) payable by the Borrower under any Loan Document is notpaid when due, whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders, suchamount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullestextent permitted by applicable Laws.

(iii) Upon the request of the Required Lenders, while any Event of Default exists (other than as set forth inclauses (b)(i) and (b)(ii) above), the Borrower shall pay interest on the principal amount of all outstanding Obligationshereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted byapplicable Laws.

(iv) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due andpayable upon demand.

Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other timesas may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, andbefore and after the commencement of any proceeding under any Debtor Relief Law.

Fees .

In addition to certain fees described in Section 2.03(l) and (m):

Commitment Fee. The Borrower shall pay to the Administrative Agent, for the account of each Lender in accordance with itsApplicable Percentage, a commitment fee equal to the product of (i) the Applicable Rate times (ii) the actual daily amount by which theAggregate Revolving Commitments exceed the sum of (A) the Outstanding Amount of Revolving Loans and (B) the Outstanding Amount ofL/C Obligations, subject to adjustment as provided in Section 2.15. The commitment fee shall accrue at all times during the AvailabilityPeriod, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly inarrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after theClosing Date, and on the last day of the Availability Period. The commitment fee shall be calculated quarterly in arrears, and if there is anychange in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separatelyfor each period during such quarter that such Applicable Rate was in effect.

Other Fees. The Borrower shall pay to the Lenders such fees as shall have been separately agreed upon in writing in the amountsand at the times so specified, including, without limitation, as set forth in the Fee Letter. Such fees shall be fully earned when paid and shallnot be refundable for any reason whatsoever.

Computation of Interest and Fees .

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All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) shall be made

on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on thebasis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the dayon which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a),bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for allpurposes, absent manifest error.

Evidence of Debt .

(t) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or recordsmaintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by theAdministrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lendersto the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit orotherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of anyconflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect ofsuch matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of anyLender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) apromissory note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each such promissory note shall be inthe form of Exhibit 2.11 (a “Note”). Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amountand maturity of its Loans and payments with respect thereto.

(u) In addition to the accounts and records referred to in Section 2.11(a), each Lender and theAdministrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by suchLender of participations in Letters of Credit. In the event of any conflict between the accounts and records maintained by the AdministrativeAgent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shallcontrol in the absence of manifest error.

Payments Generally; Administrative Agent’s Clawback; etc .

(v) (a) General. All payments to be made by the Borrower shall be made free andclear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly providedherein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to whichsuch payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the datespecified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share asprovided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by theAdministrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shallcontinue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be madeon the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

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(w) (b) (i) Funding by Lenders; Presumption by

Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of anyBorrowing of Eurodollar Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of suchBorrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the AdministrativeAgent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of aBorrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02)and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not infact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severallyagree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interestthereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to theAdministrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determinedby the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing orsimilar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be madeby the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to theAdministrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount ofsuch interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent,then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be withoutprejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(i) Payments by Borrower; Presumptions by Administrative Agent. Unless theAdministrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to theAdministrative Agent for the account of the Lenders or the L/C Issuer hereunder that the Borrower will not make such payment,the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may,in reliance upon such assumption, distribute to the Lenders or the L/C Issuer, as the case may be, the amount due. In such event,if the Borrower has not in fact made such payment, then each of the Lenders or the L/C Issuer, as the case may be, severallyagrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the L/C Issuer, inimmediately available funds with interest thereon, for each day from and including the date such amount is distributed to it tobut excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined bythe Administrative Agent in accordance with banking industry rules on interbank compensation.

A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall beconclusive, absent manifest error.

(x) (b) Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agentfunds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not madeavailable to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV arenot satisfied or waived in accordance with the terms hereof, the Administrative Agent shall

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return such funds (in like funds as received from such Lender) to such Lender, without interest.

(y) (c) Obligations of Lenders Several. The obligations of the Lenders hereunder to make Loans, to fundparticipations in Letters of Credit and to make payments pursuant to Section 11.04(c) are several and not joint. The failure of any Lender tomake any Loan, to fund any such participation or to make any payment under Section 11.04(c) on any date required hereunder shall notrelieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any otherLender to so make its Loan, to purchase its participation or to make its payment under Section 11.04(c).

(z) (d) Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for anyLoan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for anyLoan in any particular place or manner.

Sharing of Payments by Lenders .

If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest onany of the Loans made by it, or the participations in L/C Obligations held by it, resulting in such Lender’s receiving payment of a proportion of theaggregate amount of such Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lenderreceiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in theLoans and subparticipations in L/C Obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all suchpayments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loansand other amounts owing them, provided that:

if any such participations or subparticipations are purchased and all or any portion of the payment giving rise theretois recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of suchrecovery, without interest; and

the provisions of this Section shall not be construed to apply to (A) any payment made by or on behalf of theBorrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arisingfrom the existence of a Defaulting Lender) or, (B) the application of Cash Collateral provided for in Section 2.14, or (C) anypayment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans orsubparticipations in L/C Obligations to any assignee or participant, other than an assignment to the Borrower or any Subsidiary(as to which the provisions of this Section shall apply).

Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiringa participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to suchparticipation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.

Notwithstanding anything in this Section 2.13 to the contrary, the Lenders agree that any Non-Extending Lender may be repaid theoutstanding Obligations owed to it on the Original Maturity Date on a non-pro rata basis.

[Reserved]Cash Collateral .

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(aa) Obligation to Cash Collateralize. At any time that there shall exist a Defaulting Lender, within one Business Day

following the written request of the Administrative Agent or the L/C Issuer (with a copy to the Administrative Agent), the Borrower shall CashCollateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.15(a)(iv) and anyCash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount.

(bb) Grant of Security Interest. The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender,hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuer and the Lenders,and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided ascollateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuantto Section 2.14(c). If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than theAdministrative Agent or the L/C Issuer as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount,the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in anamount sufficient to eliminate such deficiency (determined in the case of Cash Collateral provided pursuant to Section 2.15(a)(v), after giving effect toSection 2.15(a)(v) and any Cash Collateral provided by the Defaulting Lender). All Cash Collateral (other than credit support not constituting fundssubject to deposit) shall be maintained in one or more Collateral Accounts at Bank of America. The Borrower shall pay on demand therefor from time totime all customary account opening, activity and other administrative fees and charges in connection with the maintenance and disbursement of CashCollateral.

(cc) Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under anyof this Section 2.14 or Sections 2.03, 2.05, 2.15 or 8.02 in respect of Letters of Credit shall be held and applied to the satisfaction of the specific L/CObligations, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on suchobligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise beprovided for herein.

(dd) Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure otherobligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (includingby the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 11.06(b)(vi)))or (ii) the determination by the Administrative Agent and the L/C Issuer that there exists excess Cash Collateral; provided, however, (x) the Personproviding Cash Collateral and the L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated FrontingExposure or other obligations.

Defaulting Lenders .

Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender,then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver orconsent with respect to this Agreement shall be restricted as set forth in the definition of “Required Lenders” and Section 11.01.

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Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the

Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant toArticle VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 11.08 shall beapplied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amountsowing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of anyamounts owing by such Defaulting Lender to the L/C Issuer hereunder; third, to Cash Collateralize the L/C Issuer’s FrontingExposure with respect to such Defaulting Lender in accordance with Section 2.14; fourth, as the Borrower may request (so longas no Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portionthereof as required by this Agreement, as determined by the Administrative Agent; thirdfifth, if so determined by theAdministrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy suchDefaulting Lender’s potential future funding obligations with respect to Loans under this Agreement; fourth and (y) CashCollateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters ofCredit issued under this Agreement, in accordance with Section 2.14; sixth, to the payment of any amounts owing to the Lendersor the L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the L/C Issueragainst such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement;fifthseventh, so long as no Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of acourt of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’sbreach of its obligations under this Agreement; and sixtheighth, to such Defaulting Lender or as otherwise directed by a court ofcompetent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or UnreimbursedAmounts in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were madeor the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, suchpayment shall be applied solely to pay the Loans of, and L/C Obligations owed to, all Non-Defaulting Lenders on a pro ratabasis prior to being applied to the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such timeas all Loans and funded and unfunded participations in L/C Obligations are held by the Lenders pro rata in accordance with theCommitments hereunder without giving effect to Section 2.15(a)(iv). Any payments, prepayments or other amounts paid orpayable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateralpursuant to this Section 2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lenderirrevocably consents hereto.

Certain Fees.

(A) No Defaulting Lender shall be entitled to receive any feepayable under Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrower shallnot be required to pay any such fee that otherwise would have been required to have been paid to that DefaultingLender).

(B) Each Defaulting Lender shall be entitled to receive Letter ofCredit Fees for any period during which that Lender is a Defaulting Lender only to the extent allocable to itsApplicable Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant toSection 2.14.

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(C) With respect to any Letter of Credit Fee not required to be paid

to any Defaulting Lender pursuant to clause (A) or (B) above, the Borrower shall (x) pay to each Non-DefaultingLender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such DefaultingLender’s participation in L/C Obligations that has been reallocated to such Non-Defaulting Lender pursuant to clause(iv) below, (y) pay to the L/C Issuer the amount of any such fee otherwise payable to such Defaulting Lender to theextent allocable to such L/C Issuer’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay theremaining amount of any such fee

(ii) Reallocation of Applicable Percentages to Reduce Fronting Exposure. All orany part of such Defaulting Lender’s participation in L/C Obligations shall be reallocated among the Non-Defaulting Lenders inaccordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Commitment)but only to the extent that such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-DefaultingLender to exceed such Non-Defaulting Lender’s Commitment. Subject to Section 11.19, no reallocation hereunder shallconstitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender havingbecome a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’sincreased exposure following such reallocation.

(iii) Cash Collateral. If the reallocation described in Section 2.15(a)(iv) cannot, orcan only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or underapplicable Law, Cash Collateralize the L/C Issuer’s Fronting Exposure in accordance with the procedures set forth in Section2.14.

Defaulting Lender Cure. If the Borrower and, the Administrative Agent and the L/C Issuer agree in writing that a Lender is nolonger a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in suchnotice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will,to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as theAdministrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit to beheld on a pro rata basis by the Lenders in accordance with their Applicable Percentages,Commitments (without giving effect to Section2.15(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively withrespect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further,that, except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender willconstitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

(ee) New Letters of Credit. So long as any Lender is a Defaulting Lender, the L/C Issuer shall not berequired to issue, extend, increase, reinstate or renew any Letter of Credit unless it is satisfied that it will have no Fronting Exposure aftergiving effect thereto.

TAXES, YIELD PROTECTION AND ILLEGALITY

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Taxes .

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.

Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall bemade without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (asdetermined in the good faith discretion of the Administrative Agent) require the deduction or withholding of any Tax from anysuch payment by the Administrative Agent or a Loan Party, then the Administrative Agent or such Loan Party shall be entitledto make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant tosubsection (e) below.

If any Loan Party or the Administrative Agent shall be required by the Internal Revenue Code to withhold or deductany Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) theAdministrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be requiredbased upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agentshall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the InternalRevenue Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sumpayable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of allrequired deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicableRecipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

If any Loan Party or the Administrative Agent shall be required by any applicable Laws other than the InternalRevenue Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Administrative Agent, asrequired by such Laws, shall withhold or make such deductions as are determined by it to be required based upon theinformation and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the AdministrativeAgent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant GovernmentalAuthority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account ofIndemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any requiredwithholding or the making of all required deductions (including deductions applicable to additional sums payable under thisSection 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding ordeduction been made.

Payment of Other Taxes by the Loan Parties. Without limiting the provisions of subsection (a) above, the Loan Parties shalltimely pay to the relevant Governmental Authority in accordance with applicable Laws, or at the option of the Administrative Agent timelyreimburse it for the payment of, any Other Taxes.

Tax Indemnifications. (i) Each of the Loan Parties shall, and does hereby, jointly and severally indemnify each Recipient, andshall make payment in respect thereof within ten days after demand therefor, for the full amount of any Indemnified Taxes (includingIndemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient orrequired to be withheld or deducted from a payment to such Recipient, and

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any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes werecorrectly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liabilitydelivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or onbehalf of a Lender, shall be conclusive absent manifest error. Each of the Loan Parties shall, and does hereby, jointly and severallyindemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount whicha Lender for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.

(ii) Each Lender shall, and does hereby, severally indemnify, and shall make payment in respect thereof within10 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender (but onlyto the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and withoutlimiting the obligation of the Loan Parties to do so), (y) the Administrative Agent and the Loan Parties, as applicable, against anyTaxes attributable to such Lender’s failure to comply with the provisions of Section 11.06(d) relating to the maintenance of aParticipant Register and (z) the Administrative Agent and the Loan Parties, as applicable, against any Excluded Taxes attributableto such Lender that are payable or paid by the Administrative Agent or a Loan Party in connection with any Loan Document, andany reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed orasserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to anyLender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the AdministrativeAgent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other LoanDocument against any amount due to the Administrative Agent under this clause (ii).

Evidence of Payments. As soon as practicable, after any payment of Taxes by any Loan Party to a Governmental Authority asprovided in this Section 3.01, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued bysuch Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment or other evidence ofsuch payment reasonably satisfactory to the Administrative Agent.

Status of Lenders; Tax Documentation.

Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments madeunder any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requestedby the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by theBorrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate ofwithholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver suchother documentation prescribed by applicable Law or reasonably requested by the Borrower or the Administrative Agent as willenable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding orinformation reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion,execution and submission of such documentation (other than such documentation set forth in Section 3.01(e)(ii)(A), 3.01(e)(ii)(B) and 3.01(e)(ii)(D) below) shall not be required if in the Lender’s reasonable

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judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense orwould materially prejudice the legal or commercial position of such Lender.

Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person,

any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior tothe date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon thereasonable request of the Borrower or the Administrative Agent), executed copies of IRS Form W-9 certifying thatsuch Lender is exempt from U.S. federal backup withholding tax;

any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and theAdministrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date onwhich such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon thereasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

in the case of a Foreign Lender claiming the benefits of an income tax treaty to which theUnited States is a party (x) with respect to payments of interest under any Loan Document, executedcopies of IRS Form W-8BEN-E (or W-8BEN, as applicable) establishing an exemption from, or reductionof, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect toany other applicable payments under any Loan Document, IRS Form W-8BEN-E (or W-8BEN, asapplicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the“business profits” or “other income” article of such tax treaty;

executed copies of IRS Form W-8ECI;

in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interestunder Section 881(c) of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit3.01-A to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A)of the Internal Revenue Code, a “10 percent shareholder” of the Borrower within the meaning of Section881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” described in Section881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (y) executed copiesof IRS Form W-8BEN-E (or W-8BEN, as applicable); or

to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN-E (or W-8BEN, as applicable), a U.S.Tax Compliance Certificate substantially in the form of Exhibit 3.01-B or Exhibit 3.01-C, IRS Form W-9,and/or other certification documents from each beneficial owner, as applicable; provided that if theForeign Lender

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is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming theportfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificatesubstantially in the form of Exhibit 3.01-D on behalf of each such direct and indirect partner;

any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and theAdministrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date onwhich such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon thereasonable request of the Borrower or the Administrative Agent), executed copies of any other form prescribed byapplicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, dulycompleted, together with such supplementary documentation as may be prescribed by applicable Law to permit theBorrower or the Administrative Agent to determine the withholding or deduction required to be made; and

if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholdingTax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA(including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lendershall deliver to the Borrower and the Administrative Agent at the time or times prescribed by Law and at such time ortimes reasonably requested by the Borrower or the Administrative Agent such documentation prescribed byapplicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and suchadditional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary forthe Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine thatsuch Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct andwithhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments madeto FATCA after the Closing Date.

Each Lender agrees that if any form or certification it previously delivered pursuant to this Section 3.01 expires orbecomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and theAdministrative Agent in writing of its legal inability to do so.

Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have anyobligation to file for or otherwise pursue on behalf of a Lender or the L/C Issuer, or have any obligation to pay to any Lender or the L/CIssuer, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or the L/C Issuer, as the case may be. If anyRecipient determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has beenindemnified by any Loan Party or with respect to which any Loan Party has paid additional amounts pursuant to this Section 3.01, it shall payto the Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by a LoanParty under this Section 3.01 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes)incurred by such Recipient, and without interest (other than any interest paid by the relevant Governmental Authority with respect to suchrefund), provided that the Loan Party, upon the request of the Recipient, agrees to repay the amount paid over to the Loan Party (plus anypenalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is

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required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this subsection, in no event willthe applicable Recipient be required to pay any amount to the Loan Party pursuant to this subsection the payment of which would place theRecipient in a less favorable net after-Tax position than such Recipient would have been in if the Tax subject to indemnification and givingrise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts withrespect to such Tax had never been paid. This subsection shall not be construed to require any Recipient to make available its tax returns (orany other information relating to its taxes that it deems confidential) to any Loan Party or any other Person.

Survival. Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the AdministrativeAgent or any assignment of rights by, or the replacement of, a Lender or the L/C Issuer , the termination of the Aggregate RevolvingCommitments and the repayment, satisfaction or discharge of all other Obligations.

Illegality .

If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for anyLender or its Lending Office to perform any of its obligations hereunder or make, maintain or fund or charge interest with respect to any CreditExtensions or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions onthe authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender tothe Borrower through the Administrative Agent, (i) any obligation of such Lender to issue, make, maintain, fund or charge interest with respect to anysuch Credit Extension or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended and (ii) if suchnotice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the EurodollarRate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender, shall, if necessary to avoid such illegality, be determinedby the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate, in each case until such Lender notifies theAdministrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) theBorrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans ofsuch Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined bythe Administrative Agent without reference to the Eurodollar Rate component of the Base Rate), either on the last day of the Interest Period therefor, ifsuch Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue tomaintain such Eurodollar Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon theEurodollar Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without referenceto the Eurodollar Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lenderto determine or charge interest rates based upon the Eurodollar Rate. Upon any such prepayment or conversion, the Borrower shall also pay accruedinterest on the amount so prepaid or converted.

Inability to Determine Rates .

If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof, (i) the AdministrativeAgent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amountand Interest Period of such Eurodollar Rate Loan, or (B) (1) adequate and reasonable means do not exist for

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determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with anexisting or proposed Base Rate Loan and (2) the circumstances described in Section 3.07(a) do not apply (in each case with respect to clause(i), “Impacted Loans”), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for anyrequested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders offunding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) theobligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loansor Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Ratecomponent of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each caseuntil the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrowermay revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affectedEurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing ofBase Rate Loans in the amount specified therein.

Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a)(i) of this Section,the Administrative Agent, in consultation with the Borrower and the affected Lenders, may establish an alternative interest rate for theImpacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the AdministrativeAgent revokes the notice delivered with respect to the Impacted Loans under clause (a)(i) of this Section, (2) the Administrative Agent or theRequired Lenders notify the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders offunding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority hasasserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined byreference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority hasimposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and theBorrower written notice thereof.

Increased Costs; Reserves on Eurodollar Rate Loans .

Increased Costs Generally. If any Change in Law shall:

impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similarrequirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (exceptany reserve requirement contemplated by Section 3.04(d)) or the L/C Issuer;

subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through(d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit,commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expenseaffecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein;

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and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan (or ofmaintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining anyLetter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received orreceivable by such Lender or the L/C Issuer (whether of principal, interest or any other amount) then, upon request of such Lender or the L/C Issuer, theBorrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/CIssuer, as the case may be, for such additional costs incurred or reduction suffered.

Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/CIssuer or any Lending Office of such Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements has orwould have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/CIssuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, orparticipations in Letters of Credit held by, such Lender, or the Letters of Credit issued by or the L/C Issuer, to a level below that which suchLender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking intoconsideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respectto capital adequacy), then from time to time the Borrower will pay to such Lender or the L/C Issuer , as the case may be, such additionalamount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any suchreduction suffered.

Certificates for Reimbursement. A certificate of a Lender or the L/C Issuer setting forth the amount or amounts necessary tocompensate such Lender or the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section anddelivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or the L/C Issuer the amount shownas due on any such certificate within ten days after receipt thereof.

Reserves on Eurodollar Rate Loans. The Borrower shall pay to each Lender, as long as such Lender shall be required to maintainreserves with respect to liabilities or assets consisting of or including eurocurrency funds or deposits (currently known as “Eurocurrencyliabilities”), additional interest on the unpaid principal amount of each Eurodollar Rate Loan equal to the actual costs of such reservesallocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall bedue and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at least ten (10) days’prior notice (with a copy to the Administrative Agent) of such additional interest or costs from such Lender. If a Lender fails to give noticeten (10) days prior to the relevant Interest Payment Date, such additional interest shall be due and payable ten (10) days from receipt of suchnotice.

Delay in Requests. Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to theforegoing provisions of this Section shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such compensation,provided that the Borrower shall not be required to compensate a Lender or the L/C Issuer pursuant to the foregoing provisions of this Sectionfor any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or the L/C Issuer, as the casemay be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the L/C Issuer’sintention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive,then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

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Compensation for Losses .

Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate suchLender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

any continuation, conversion, payment or prepayment of any Eurodollar Rate Loan on a day other than the last day of the InterestPeriod for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue orconvert any Eurodollar Rate Loan on the date or in the amount notified by the Borrower; or

any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request bythe Borrower pursuant to Section 11.13;

including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from feespayable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits). The Borrower shall also pay anycustomary administrative fees charged by such Lender in connection with the foregoing.

For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to havefunded each Eurodollar Rate Loan made by it at the Eurodollar Rate used in determining the Eurodollar Rate for such Loan by a matching deposit orother borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar RateLoan was in fact so funded.

Mitigation Obligations; Replacement of Lenders .

Designation of a Different Lending Office. Each Lender may make any Credit Extension to the Borrower through any LendingOffice, provided that the exercise of this option shall not affect the obligation of the Borrower to repay the Credit Extension in accordancewith the terms of this Agreement. If any Lender requests compensation under Section 3.04, or requires the Borrower to pay any IndemnifiedTaxes or additional amounts to any Lender, the L/C Issuer, or any Governmental Authority for the account of any Lender or the L/C Issuerpursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then at the request of the Borrower such Lender or the L/CIssuer, as applicable, shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or toassign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the L/C Issuer,such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in thefuture, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or theL/C Issuer to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the casemay be. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection withany such designation or assignment.

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay anyIndemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section3.01 and, in each case,

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such Lender has declined or is unable to designate a different lending office in accordance with Section 3.06(a), the Borrower may replacesuch Lender in accordance with Section 11.13.

LIBOR Successor Rate .

Notwithstanding anything to the contrary in this Agreement or any other Loan Document, but without limiting Sections 3.03(a) and (b), if theAdministrative Agent determines (which determination shall be conclusive and binding upon all parties thereto absent manifest error), or the Borrower orthe Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Borrower or the RequiredLenders (as applicable) have determined (which determination likewise shall be conclusive and binding upon all parties hereto absent manifest error),that:

(ff) (a) adequate and reasonable means do not exist for ascertaining LIBOR for any requested InterestPeriod, including because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to betemporary; or

(gg) (b) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction overthe Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall nolonger be made available, or used for determining the interest rate of loans in Dollars; provided, that, at the time of such statement, there is nosuccessor administrator that is satisfactory to the Administrative Agent, that will continue to provide LIBOR after such specific date (suchspecific date, the “Scheduled Unavailability Date”); or

(hh) (c) syndicated loans currently being executed, or that include language similar to that contained in thisSection 3.07, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR;

then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, theAdministrative Agent and the Borrower may amend this Agreement to replace LIBOR with ansolely for purpose of replacing LIBOR in accordance withthis Section 3.07 with (x) one or more SOFR-Based Rates or (y) another alternate benchmark rate (including any mathematical or other adjustments tothe benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar Dollar-denominatedDollardenominated syndicated credit facilities for such alternative benchmarks (and, in each case, including any mathematical or other adjustments to suchbenchmark giving due consideration to any evolving or then existing convention for similar Dollar denominated syndicated credit facilities for suchbenchmarks which adjustment or method for calculating such adjustment shall be published on an information service as selected by the AdministrativeAgent from time to time in its reasonable discretion and may be periodically updated (the “Adjustment;” and any such proposed rate, a “ LIBORSuccessor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes and any such amendment shall become effective at 5:00 p.m.on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders unless, prior to such time,Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders (A) in the case of anamendment to replace LIBOR with a rate described in clause (x), object to the Adjustment; or (B) in the case of an amendment to replace LIBOR with arate described in clause (y), object to such amendment; provided, that, for the avoidance of doubt, in the case of clause (A), the Required Lenders do notaccept such amendment.shall not be entitled to object to any SOFR-Based Rate contained in any such amendment. Such LIBOR Successor Rate shall beapplied in a manner consistent with market practice; provided, that, to the extent such market practice is not administratively feasible for theAdministrative Agent, such LIBOR

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Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.

If no LIBOR Successor Rate has been determined and the circumstances under clause (a) above exist or the Scheduled Unavailability Datehas occurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (i) the obligation of theLenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (ii)the Eurodollar Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower may revoke anypending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans orInterest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans (subject to theforegoing clause (ii)) in the amount specified therein.

Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR SuccessorRate be less than zero for purposes of this Agreement.

In connection with the implementation of a LIBOR Successor Rate, the Administrative Agent will have the right to make LIBOR SuccessorRate Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendmentsimplementing such LIBOR Successor Rate Conforming Changes will become effective without any further action or consent of any other party to thisAgreement; provided, that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing suchLIBOR Successor Conforming Changes to the Lenders reasonably promptly after such amendment becomes effective.

Survival .

All of the Loan Parties’ obligations under this Article III shall survive termination of the Aggregate Revolving Commitments, repayment ofall other Obligations hereunder, and resignation of the Administrative Agent.

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

Conditions of Initial Credit Extension .

This Agreement shall become effective upon, and the obligation of each Lender and the L/C Issuer to make its initial Credit Extensionhereunder is subject to, the satisfaction of the following conditions precedent:

Documentation. Receipt by the Administrative Agent of the following, each in form and substance satisfactory to theAdministrative Agent and each Lender:

Loan Documents. Executed counterparts of this Agreement and the other Loan Documents, each properly executedby a Responsible Officer of the signing Loan Party and, in the case of this Agreement, by each Lender.

Opinions of Counsel. Favorable opinions of legal counsel to the Loan Parties, addressed to the AdministrativeAgent and each Lender, dated as of the Closing Date.

Organization Documents, Resolutions, Etc.

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copies of the Organization Documents of each Loan Party certified to be true and complete as of a recent

date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization,where applicable, and certified by a secretary or assistant secretary of such Loan Party to be true and correct as of theClosing Date;

such certificates of resolutions or other action, incumbency certificates and/or other certificates ofResponsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authorityand capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with thisAgreement and the other Loan Documents to which such Loan Party is a party; and

such documents and certifications as the Administrative Agent may reasonably require to evidence thateach Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage inbusiness in its state of organization or formation.

Audited Financial Statements. The Audited Financial Statements.

Interim Consolidated Financial Statements. The interim consolidated financial statements of the Borrower and itsSubsidiaries for the fiscal quarters ending March 31, 2018, June 30, 2018 and, if available, September 30, 2018.

Standalone Financial Statements. Standalone financial statements of the Borrower and its Subsidiaries, excludingNewmark, for the fiscal years ended 2015, 2016 and 2017, and the fiscal quarters ending March 31, 2018, June 30, 2018 and, ifavailable, September 30, 2018 (including comparative figures for the corresponding fiscal quarter of the fiscal year ended 2017).

Pro Forma Balance Sheet. A pro forma balance sheet of the Borrower and its Subsidiaries, excluding Newmark, asof September 30, 2018, prepared after giving effect to the Newmark Spinoff.

Closing Certificate. A certificate signed by a Responsible Officer of the Borrower certifying that (A) the conditionsspecified in Sections 4.01(b) and (c) and 4.02(a) and 4.02(b) have been satisfied and (B) that there has been no event orcircumstance since the date of the Audited Financial Statements that has had or would be reasonably expected to have, eitherindividually or in the aggregate, a Material Adverse Effect.

Litigation. Other than as disclosed in the Borrower’s SEC filings filed at least five (5) Business Days prior to the Closing Date oras set forth on Schedule 5.06, there shall not exist any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower,threatened in any court or before an arbitrator or Governmental Authority that could reasonably be expected to have a Material AdverseEffect.

Consents. All governmental, shareholder and third party consents and approvals necessary in connection with the transactionscontemplated hereby shall have been obtained and all such consents and approvals shall be in force and effect.

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Existing Credit Agreement. Receipt by the Administrative Agent of evidence that all obligations under that certain Credit

Agreement dated as of September 8, 2017 among the Borrower, Newmark, the guarantors party thereto, the lenders party thereto and Bank ofAmerica, as administrative agent, have been paid in full and all commitments thereunder terminated.

Due Diligence; PATRIOT Act; Beneficial Ownership. The Administrative Agent and each Lender shall have completed a duediligence investigation of the Borrower and its Subsidiaries in scope, and with results, reasonably satisfactory to the Administrative Agentand such Lender, including, OFAC, the United States Foreign Corrupt Practices Act of 1977 and “know your customer” due diligence. TheBorrower shall have provided to the Administrative Agent and the Lenders the documentation and other customary information reasonablyrequested by the Administrative Agent and the Lenders in order to comply with applicable law, including the Act. If the Borrower qualifiesas a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent and each Lender, to the extent requestedby the Administrative Agent or such Lender, shall have received a Beneficial Ownership Certification in relation to the Borrower.

Fees. Receipt by the Administrative Agent, the Arrangers and the Lenders of any fees required to be paid on or before theClosing Date, including, but not limited to, the fees set forth in the Fee Letter.

Attorney Costs. The Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the AdministrativeAgent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus suchadditional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursementsincurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling ofaccounts between the Borrower and the Administrative Agent).

Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with theconditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to besatisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless theAdministrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to all Credit Extensions .

The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans tothe other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:

The representations and warranties of each Loan Party contained in Article V or any other Loan Document, or which arecontained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all materialrespects (other than those representations and warranties qualified by materiality or Material Adverse Effect, in which case they shall be trueand correct in all respects) on and as of the date of such Credit Extension, except to the extent that such representations and warrantiesspecifically refer to an earlier date, in which case they shall be true and correct in all material respects (other than those representations andwarranties qualified by materiality or Material Adverse Effect, in which case they shall be true and correct in all respects) as of such earlierdate.

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No Default shall exist, or would result from such proposed Credit Extension or from the immediate application of the proceeds

thereof (if applicable) and the Borrower shall be in compliance with Section 7.11 as of the end of the most recently fiscal quarter for whichfinancial statements have been delivered pursuant to Section 6.01 after giving effect to the proviso in the definition of Consolidated EBITDA.

The Administrative Agent and, if applicable, the L/C Issuer shall have received a Request for Credit Extension in accordance withthe requirements hereof.

Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation ofEurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a)and (b) have been satisfied on and as of the date of the applicable Credit Extension.

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Administrative Agent and the Lenders that:

Existence, Qualification and Power .

Each Loan Party and each Significant Subsidiary (i) is duly organized or formed, validly existing and, as applicable, in goodstanding under the Laws of the jurisdiction of its incorporation or organization, (ii) has all requisite power and authority and all requisitegovernmental licenses, authorizations, consents and approvals to (A) own or lease its assets and carry on its business and (B) execute, deliverand perform its obligations under the Loan Documents to which it is a party, and (iii) is duly qualified and is licensed and, as applicable, ingood standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requiressuch qualification or license; except in each case referred to in clause (ii)(A) or (iii), to the extent that failure to do so could not reasonably beexpected to have a Material Adverse Effect.

Each Subsidiary (other than a Significant Subsidiary) (i) is duly organized or formed, validly existing and, as applicable, in goodstanding under the Laws of the jurisdiction of its incorporation or organization, (ii) has all requisite power and authority and all requisitegovernmental licenses, authorizations, consents and approvals to own or lease its assets and carry on its business and (iii) is duly qualifiedand is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of propertiesor the conduct of its business requires such qualification or license, except, in each case, to the extent that failure to do so could notreasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention .

The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party have been dulyauthorized by all necessary corporate or other organizational action, and do not (a) contravene the terms of any of such Person’s OrganizationDocuments; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i)any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) anyorder, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate anyLaw.

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Governmental Authorization; Other Consents .

No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any otherPerson is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreementor any other Loan Document other than those that have already been obtained and are in full force and effect.

Binding Effect .

Each Loan Document has been duly executed and delivered by each Loan Party that is party thereto. Each Loan Document constitutes alegal, valid and binding obligation of each Loan Party that is party thereto, enforceable against each Loan Party that is party thereto in accordance withits terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject togeneral principles of equity, regardless of whether considered in a proceeding in equity or at law.

Financial Statements; No Material Adverse Effect .

The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) (i) were prepared in accordance with GAAPconsistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financialcondition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby inaccordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein (subject, inthe case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all materialindebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities fortaxes, material commitments and Indebtedness.

The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period coveredthereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of thedate thereof and their results of operations for the period covered thereby (subject, in the case of unaudited financial statements, to theabsence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct orcontingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.

Since December 31, 20172018, there has been no event or circumstance, either individually or in the aggregate, that has had orcould reasonably be expected to have a Material Adverse Effect.

Litigation .

Other than as disclosed in the Borrower’s SEC filings filed at least five (5) Business Days prior to the Closing Dateaudited financialstatements of the Borrower for the fiscal year ending December 31, 2018 or as set forth on Schedule 5.06, (a) there are no actions, suits, proceedings,claims or disputes pending or, to the knowledge of a Loan Party, threatened or contemplated, at law, in equity, in arbitration or before any GovernmentalAuthority, by or against any Loan Party or any Subsidiary that , or against any of their properties or revenues, that (a) pertain to this Agreement or anyother Loan Document or (b) there are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of a Loan Party, threatened orcontemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against any

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Loan Party or any Subsidiary or against any of their properties or revenues that could reasonably be expected to have a Material Adverse Effect.

No Default .

No Default has occurred and is continuing.

Ownership of Property .

Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all realproperty necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate,reasonably be expected to have a Material Adverse Effect.

Taxes .

Each Loan Party and its Subsidiaries have filed all federal, state and other material tax returns and reports required to be filed, and have paidall federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income orassets otherwise due and payable, except (a) those which are being contested in good faith by appropriate proceedings diligently conducted and for whichadequate reserves have been provided in accordance with GAAP or (b) to the extent that the failure to do so could not reasonably be expected to result ina Material Adverse Effect. There is no proposed tax assessment against any Loan Party or any Subsidiary that would, if made, have a Material AdverseEffect. Other than as set forth on Schedule 5.09, no Loan Party is party to any tax sharing agreement with anyone.

ERISA Compliance .

Except as would not reasonably be expected to have a Material Adverse Effect: (i) each Plan is in compliance in all materialrespects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state Laws; (ii) each Pension Plan that isintended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the IRSto the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has beendetermined by the IRS to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code, or an application for such aletter is currently being processed by the IRS; and (iii) to the best knowledge of a Loan Party, nothing has occurred that would reasonably beexpected to prevent or cause the loss of such tax-qualified status.

There are no pending or, to the knowledge of any Loan Party, threatened claims, actions or lawsuits, or action by anyGovernmental Authority, with respect to any Plan that would reasonably be expected to have a Material Adverse Effect. There has been noprohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or would reasonably beexpected to result in a Material Adverse Effect.

Except as would not reasonably be expected to have a Material Adverse Effect: (i) No ERISA Event has occurred, and no LoanParty is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect toany Pension Plan; (ii) each Loan Party and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules inrespect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for orobtained; (iii) as of the most

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recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Internal RevenueCode) is 60% or higher and neither a Loan Party nor any ERISA Affiliate knows of any facts or circumstances that would reasonably beexpected to cause the funding target attainment percentage for any such plan to drop below 60% as of the most recent valuation date; (iv) noLoan Party has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which havebecome due that are unpaid; (v) neither a Loan Party nor any ERISA Affiliate has engaged in a transaction that would reasonably be expectedto be subject to Section 4069 or Section 4212(c) of ERISA; and (vi) no Pension Plan has been terminated by the plan administrator thereofnor by the PBGC, and no event or circumstance has occurred or exists that would reasonably be expected to cause the PBGC to instituteproceedings under Title IV of ERISA to terminate any Pension Plan.

(d) TheAs of the Second Amendment Effective Date, the Borrower is not and will not be using “plan assets” (within the meaningof Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to the Borrower’s entrance into, participation in,administration of and performance of the Loans, the Letters of Credit, the Commitments or this Agreement.

Subsidiaries .

Set forth on Schedule 5.11 is a complete and accurate list both prior to and after giving effect to the Newmark Distribution of (a) eachSignificant Subsidiary of the Borrower other than Regulated Subsidiaries, (b) each Subsidiary of the Borrower that has guaranteed any Indebtedness ofthe Borrower (other than the Obligations) and (c) the jurisdiction of organization, exact legal name and U.S. tax payer identification number of theBorrower and each other Loan Party, in each case as of the ClosingSecond Amendment Effective Date and as of the date of any update to Schedule 5.11pursuant to Section 6.02(b).

Margin Regulations; Investment Company Act .

Margin stock (as defined in Regulation U of the Board of Governors of the FRB) constitutes less than 25% of the value of thoseassets of Loan Parties and their Subsidiaries (other than any Subsidiary which is an “exempted borrower” within the meaning of Regulation Uof the FRB) which are subject to any limitation on sale, pledge, or other restriction hereunder. Neither the making of any Loan, the issuanceof any Letter of Credit nor the use of the proceeds thereof will violate or be inconsistent with the provisions of Regulation T, Regulation U orRegulation X of the Board of Governors of the FRB.

None of the Borrower, any Person Controlling the Borrower, or any Significant Subsidiary is or is required to be registered as an“investment company” under the Investment Company Act of 1940.

(c) Each Domestic Subsidiary that is a Regulated Subsidiary and a broker dealer subject to the provisions of Regulation Tof the FRB and extends purpose credit to customers (as those terms are defined in Regulation T) maintains procedures and internal controlsreasonably designed to ensure that such Regulated Subsidiary does not extend or maintain purpose credit to or for its customers other than inaccordance with the provisions of Regulation T, and members of each such domestic Regulated Subsidiary regularly supervise its activitiesand the activities of members and employees of such Regulated Subsidiary to ensure that such Regulated Subsidiary

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does not extend purpose credit to or for its customers other than in accordance with the provisions of Regulation T.

(d) Each Regulated Subsidiary (i) is a member in good standing of the FINRA, the NFA and/or the equivalent foreign self-regulatory body, (ii) (A) if a Domestic Subsidiary, (x) is duly registered as a broker-dealer with the SEC and/or duly registered as an FCM, IBor SEF with the CFTC, and (y) except where the failure to so register would not reasonably be expected to result in a Material AdverseEffect, is duly registered in each state where the conduct of its business requires such registration and (B) if a Foreign Subsidiary, is dulyregistered as with the appropriate foreign regulatory body, in each case where the conduct of its business requires such registration, exceptwhere the failure to so register would not reasonably be expected to result in a Material Adverse Effect.

Disclosure .

Neither any Loan Document nor any other agreement, document, instrument, certificate or statement (other than (i) any other projections,estimates, or other forward-looking information and (ii) any forward-looking pro forma financial information) furnished to the Administrative Agent andthe Lenders by or on behalf of a Loan Party in connection with the transactions contemplated hereby, at the time it was furnished contained any untruestatement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein, under thecircumstances under which they were made, not misleading (considered in the context of all other information provided to the Lenders). Anyprojections, estimates, forward-looking information or any forward-looking pro forma financial information furnished to the Administrative Agent(whether in writing or orally) pursuant to this Agreement are based on good faith estimates and assumptions believed by management of Borrower or theapplicable Loan Party to be reasonable at the time made, it being understood by the Administrative Agent and the Lenders that, without limiting theforegoing representation, (i) any information as it relates to future events is not to be viewed as fact, and (ii) actual results during the period or periodscovered by such information are subject to significant uncertainties and contingencies and may differ materially from the projected results set forththerein. As of the ClosingSecond Amendment Effective Date, the information included in any Beneficial Ownership Certification delivered to theAdministrative Agent or any Lender, if applicable, is true and correct in all respects.

Compliance with Laws .

Each Loan Party and each Subsidiary is in compliance with the requirements of all Laws and all orders, writs, injunctions and decreesapplicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested ingood faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith could not reasonably be expected to have a MaterialAdverse Effect.

Intellectual Property; Licenses, Etc .

Each Loan Party and each Subsidiary owns, possesses or can acquire on reasonable terms the right to use, all of the trademarks, servicemarks, trade names, copyrights, patents and other intellectual property rights that are reasonably necessary for the operation of its businesses, withoutconflict with the rights of any other Person to the knowledge of such Loan Party or Subsidiary, except for any such failure to own or possess or conflictthat could not reasonably be expected to have a Material Adverse Effect.

Solvency .

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The Borrower is Solvent and the Borrower and its Subsidiaries are Solvent on a consolidated basis.

OFAC .

None of the Loan Parties, nor any of their Subsidiaries, nor, to the knowledge of the Loan Parties and their Subsidiaries, any director orofficer, employee, agent, affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by any individual or entity that is(i) currently the subject or target of any Sanctions, (ii) included on OFAC’s List of Specially Designated Nationals, HMT’s Consolidated List ofFinancial Sanctions Targets and the Investment Ban List, or any similar list enforced by any other relevant sanctions authority or (iii) located, organizedor resident in a Designated Jurisdiction.

Anti-Corruption Laws .

The Loan Parties and their Subsidiaries and, to the knowledge of the Borrower and its Subsidiaries, any director or officer have eachconducted their businesses in material compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and othersimilar anti-corruption legislation in other jurisdictions and have instituted and maintained policies and procedures designed to promote and achievecompliance with such laws.

EEA Financial Institution .

Neither the Borrower, nor any of its Subsidiaries is an EEA Financial Institution.

Covered Entity .

No Loan Party is a Covered Entity.

AFFIRMATIVE COVENANTS

Until the Facility Termination Date, the Borrower shall:

Financial Statements .

Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent:

as soon as available, but in any event within one hundred and twenty days after the end of each fiscal year of the Borrower,commencing with the fiscal year endingended December 31, 20182019, (i) a consolidated balance sheet of the Borrower and its Subsidiariesas at the end of such fiscal year, together with the related consolidated statements of income or operations, changes in shareholders’ equityand cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonabledetail and prepared in accordance with GAAP, and in connection with the financial statements in clause (i) above, audited and accompaniedby a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to theAdministrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not besubject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and (ii) suchother financial information regarding the Borrower and its

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Subsidiaries as reasonably requested by the Administrative Agent in order to determine compliance with Section 7.11; and

as soon as available, but in any event within sixty days after the end of each of the first three fiscal quarters of each fiscal year ofthe Borrower, commencing with the fiscal quarter ending March 31, 20192020, (i) a consolidated balance sheet of the Borrower and itsSubsidiaries as at the end of such fiscal quarter, together with the related consolidated statements of income or operations for such fiscalquarter and for the portion of the Borrower’s fiscal year then ended, and the related consolidated statements of changes in shareholders’equity and cash flows for the portion of the Borrower’s fiscal year then ended, in each case setting forth in comparative form, as applicable,the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all inreasonable detail and certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower as fairlypresenting the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries inaccordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes and (ii) such other financialinformation regarding the Borrower and its Subsidiaries as reasonably requested by the Administrative Agent in order to determinecompliance with Section 7.11.

As to any information contained in materials furnished pursuant to Section 6.02(c), the Borrower shall not be separately required to furnish suchinformation under Section 6.01(a) or 6.01(b), but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information andmaterials described in Section 6.01(a) or 6.01(b) at the times specified therein.

Certificates; Other Information .

Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders:

concurrently with the delivery of the financial statements referred to in Section 6.01(a), a certificate of its independent certifiedpublic accountants certifying such financial statements;

(i) concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and 6.01(b) (other than the financialstatements referred to in Section 6.01(a) for the fiscal year of the Borrower ended December 31, 2019), a duly completed ComplianceCertificate signed by the chief executive officer, chief financial officer, treasurer or controller of the Borrower (which delivery may, unlessthe Administrative Agent, or a Lender requests executed originals, be by electronic communication including fax or email and shall bedeemed to be an original authentic counterpart thereof for all purposes) which shall, among other things, (iA) demonstrate compliance withthe covenants set forth in Section 7.11 and (iiB) update Schedule 5.11, as applicable, and (ii) concurrently with the delivery of the financialstatements referred to in Section 6.01(a) for the fiscal year of the Borrower ended December 31, 2019, a duly completed ComplianceCertificate signed by the chief executive officer, chief financial officer, treasurer or controller of the Borrower (which delivery may, unlessthe Administrative Agent, or a Lender requests executed originals, be by electronic communication including fax or email and shall bedeemed to be an original authentic counterpart thereof for all purposes) which shall, among other things, (A) demonstrate calculations of theConsolidated Leverage Ratio and the Consolidated Interest Coverage Ratio (in each case, as defined immediately prior to giving effect to theSecond Amendment), (B) demonstrate compliance with the covenants set forth in Sections 7.11(c) and (d), and (C) update Schedule 5.11, asapplicable;

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promptly after the same are available, copies of each annual report, each material proxy or material financial statement or other

material report or communication sent to the public equityholders of any Loan Party or any Subsidiary, and copies of all material annual,regular, periodic and special reports and material registration statements which a Loan Party or any Subsidiary may file or be required to filewith the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to theAdministrative Agent pursuant hereto;

promptly after any request by the Administrative Agent, copies of any material detailed audit reports or management letterssubmitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants inconnection with the accounts or books of the Borrower or any Subsidiary;

[Reserved];

promptly, and in any event within five Business Days after receipt thereof by the any Loan Party or any Subsidiary, copies of eachnotice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning anyinvestigation or possible investigation or other material inquiry by such agency regarding financial or other operational results of any LoanParty or any Subsidiary; and

promptly, such additional information regarding the business, financial or corporate affairs of any Loan Party or any Subsidiary,or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request.

Documents required to be delivered pursuant to Section 6.01(a) or 6.01(b) or Section 6.02(c) (to the extent any such documents are includedin materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) onwhich a Loan Party posts such documents, or provides a link thereto on such Loan Party’s website on the Internet at the website address listed onSchedule 11.02; or (ii) on which such documents are posted on a Loan Party’s behalf on an Internet or intranet website (includingwww.sec.gov/edgar.shtml), if any, to which each Lender and the Administrative Agent have access (whether a commercial, third party website orwhether sponsored by the Administrative Agent); provided that: (i) a Loan Party shall deliver paper copies of such documents to the AdministrativeAgent or any Lender upon its request to such Loan Party to deliver such paper copies until a written request to cease delivering paper copies is given bythe Administrative Agent or such Lender and (ii) such Loan Party shall notify the Administrative Agent and each Lender (by facsimile or electronic mail)of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of suchdocuments. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above,and in any event shall have no responsibility to monitor compliance by any Loan Party with any such request by a Lender for delivery, and each Lendershall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make availableto the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”)by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar or a substantially similar electronic transmission system (the “Platform”) and (b)certain of the Lenders (each a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to theBorrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activitieswith respect to such Persons’ securities. The Borrower hereby agrees that (w) all Borrower

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Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that theword “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed tohave authorized the Administrative Agent, the Arrangers, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any materialnon-public information with respect to the Borrower or its securities for purposes of United States federal and state securities Laws (provided, however,that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07); (y) all Borrower Materials marked“PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agentand the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of thePlatform not designated as “Public Side Information.” Notwithstanding the foregoing, the Borrower shall be under no obligation to mark any BorrowerMaterials “PUBLIC.”

Notices .

Promptly notify the Administrative Agent and each Lender of:

the occurrence of any Default.

any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including (i) breach or non-performance of, or any default under, a Contractual Obligation of a Loan Party or any Subsidiary; (ii) any dispute, litigation, investigation,proceeding or suspension between a Loan Party or any Subsidiary and any Governmental Authority; or (iii) the commencement of, or anymaterial development in, any litigation or proceeding affecting a Loan Party or any Subsidiary, including pursuant to any applicableEnvironmental Laws.

the occurrence of any ERISA Event that has had or that would reasonably be expected to result in a Material Adverse Effect.

any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary.

(e) any announcement by S&P or Fitch of any change in a Debt Rating of the Borrower.

Each notice pursuant to this Section 6.03 (other than clause (e)) shall be accompanied by a statement of a Responsible Officer of theBorrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respectthereto. Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Documentthat have been breached (if any).

Payment of Taxes .

Cause itself, each Loan Party and each of its Subsidiaries to pay and discharge within thirty (30) days of the date the same shall become dueand payable, all its tax liabilities, assessments and governmental charges or levies upon it or its properties, unless (a) the same are being contested ingood faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the applicable LoanParty or the applicable Subsidiary in connection therewith or (b) the failure to do so, individually or in the aggregate, could not reasonably be expected toresult in a Material Adverse Effect.

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Preservation of Existence, Etc .

Cause itself, each Loan Party and each of its Subsidiaries to (a) except as permitted pursuant to Section 7.04, preserve, renew and maintain infull force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization; (b) take all reasonable action to maintainall rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do socould not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names andservice marks, in each case, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

Maintenance of Properties .

Cause itself, each Loan Party and each of its Subsidiaries to (a) maintain, preserve and protect all of its material properties and equipmentnecessary in the operation of its business in good working order and condition, ordinary wear and tear and casualty and condemnation excepted; and (b)make all necessary repairs thereto and renewals and replacements thereof, except, in the case of each of clauses (a) and (b) hereof, where the failure to doso could not reasonably be expected to have a Material Adverse Effect.

Maintenance of Insurance .

Cause itself, each Loan Party and each of its Subsidiaries to maintain with financially sound and reputable insurance companies not Affiliatesof the Borrower, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engagedin the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons, exceptin instances where the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

Compliance with Laws .

(a) Cause itself, each Loan Party and each of its Subsidiaries to comply in all material respects with the requirements of all Laws,including, without limitation, Environmental Laws, and all orders, writs, injunctions and decrees applicable to it or to its business or property, except insuch instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedingsdiligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

(b) Cause each Regulated Subsidiary to comply with all material rules and regulations of the SEC, the FINRA and any equivalentforeign self-regulatory body, in each case, applicable to it (including such rules and regulations dealing with net capital requirements), except where thefailure to so comply therewith could not reasonably be expected to have a Material Adverse Effect.

Books and Records .

Cause itself, each Loan Party and each of its Subsidiaries to (a) maintain proper books of record and account in conformity with GAAP; and(b) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatoryjurisdiction over such Loan Party or such Subsidiary, as the case may be.

Inspection Rights .

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Permit representatives and independent contractors of the Administrative Agent to visit and inspect any of its, any Loan Party’s and its

Subsidiaries’ properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss itsaffairs, finances and accounts with its directors, officers, and independent public accountants, all, subject to the proviso below, at the sole expense of theAdministrative Agent and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advancenotice to the applicable Loan Party; provided, however, that when an Event of Default exists the Administrative Agent (or any of its representatives orindependent contractors) may do any of the foregoing at the expense of the applicable Loan Party at any time during normal business hours and withoutadvance notice. It is understood and agreed that the Administrative Agent shall, at the request of any Lender, share with such Lender informationresulting from any inspection under this Section 6.10.

Use of Proceeds .

Cause itself, each Loan Party and each of its Subsidiaries to use the proceeds of the Credit Extensions to finance working capital and otherlawful corporate purposes; provided that in no event shall the proceeds of the Credit Extensions be used in contravention of any Law or of any LoanDocument.

Guarantors .

On or before the date that any Subsidiary agrees to Guarantee any Indebtedness of the Borrower (other than the Obligations) (or such laterdate as the Administrative Agent may agree in its sole discretion), either (a) cause such Subsidiary to become a Guarantor hereunder by (i) executing anddelivering to the Administrative Agent a Joinder Agreement and (ii) delivering to the Administrative Agent such Organization Documents, resolutionsand, if requested by the Administrative Agent, favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the AdministrativeAgent or (b) provide a written certificate to the Administrative Agent acknowledging that all Indebtedness of such Subsidiary is subject to Section 7.03,specifying the amount of Indebtedness of such Subsidiary as of the date of the certificate and certifying that the Borrower is in compliance with Section7.03 as of the date of the certificate.

Anti-Corruption Laws .

Cause itself and each of its Subsidiaries to conduct its businesses in material compliance with the United States Foreign Corrupt Practices Actof 1977, the UK Bribery Act 2010 and other similar anti-corruption legislation in other jurisdictions and maintain policies and procedures designed topromote and achieve compliance with such laws.

NEGATIVE COVENANTS

Until the Facility Termination Date, no Loan Party shall, nor shall it permit any Subsidiary to, directly or indirectly:

Liens .

Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, otherthan the following:

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Liens existing on the ClosingSecond Amendment Effective Date and listed on Schedule 7.01 and any renewals, extensions or

replacements thereof; provided that the property covered thereby is not increased, and with respect to any replacement Lien, the amount ofany Indebtedness secured by such Lien shall not be increased;

Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies not yet due or which arebeing contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained onthe books of the applicable Person in accordance with GAAP;

Liens of carriers, warehousemen, mechanics, materialmen, workmen and repairmen or other like Liens arising in the ordinarycourse of business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriateproceedings diligently conducted;

pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance, oldage benefits, other social security obligations, taxes, assessments, statutory obligations and other similar charges, other than any Lienimposed by ERISA;

(i) deposits to secure the performance of bids, tenders, trade contracts and leases (other than Indebtedness), statutory obligations,surety and appeal bonds, performance and return of money bonds, agreements with utilities and other obligations of a like nature incurred inthe ordinary course of business (including in each case deposits and/or Liens securing letters of credit issued in lieu of any such cashdeposits), and (ii) other cash deposits required to be made in the ordinary course of business, including those made to secure health, safetyand environmental obligations in the ordinary course of business;

easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are notsubstantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interferewith the ordinary conduct of the business of the applicable Person;

Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments), whichjudgments do not constitute an Event of Default under Section 8.01(h), and the pledge of assets for the purpose of securing an appeal, stay ordischarge in the course of any such legal proceeding;

Liens securing Indebtedness permitted under Section 7.03(c); provided that (i) such Liens do not at any time encumber anyproperty other than the property financed by such Indebtedness and (ii) with respect to Indebtedness permitted by Section 7.03(c)(i) suchLiens attach to such property concurrently with or within ninety days after the acquisition thereof;

leases or subleases granted to others not interfering in any material respect with the business of any Loan Party or any Subsidiary;

any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations oragreements in foreign jurisdictions) relating to, leases permitted by this Agreement;

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normal and customary rights of setoff and other Liens upon deposits of cash and securities in favor of banks, brokers or other

financial institutions;

Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection;

(m) any Lien existing on property (and the proceeds thereof) existing at the time of its acquisition and any modification,replacement, renewal or extension thereof; provided that such Lien was not created in contemplation of such acquisition;

(n) Liens incurred or assumed in the ordinary course of business on cash, marketable securities, real estate assets (including relatedpurchase commitments), real estate loans (including related purchase commitments), other types of whole loans, commodities or otherfinancial products to secure obligations in respect of secured financing arrangements (including for avoidance of doubt, obligations underrepurchase agreements, securities lending transactions at Regulated Subsidiaries andor borrowing agreements, other stock lendingtransactions, repurchase agreementsnotes or certificates issued by special purpose entities such as trusts established pursuant to a trustagreement, and other collateralized financing transactions at Subsidiaries);

(o) pledges of securities or commodity positions and exchange memberships in the ordinary course of business;

(p) deposits or securities with commodity or securities exchanges or clearing organizations, or with other exchanges ormarkets, in each case in the ordinary course of business;

(q) Liens in favor of customers of Regulated Subsidiaries arising in the ordinary course of business and Liens securingindebtedness of Regulated Subsidiaries in respect of customer funds in the ordinary course of business;

(r) Liens securing Indebtedness permitted under Section 7.03(i);

(s) Liens on cash and marketable securities granted by Berkeley Point in favor of Fannie Mae under the DelegatedUnderwriting and Servicing Program and/or Freddie Mac under the Targeted Affordable Housing Program in respect of loss sharingarrangements or similar programs, in each case in the ordinary course of business; and

(t) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed at any one time,the difference of $30,000,000 and any Indebtedness incurred pursuant to Section 7.03(l).

Investments .

Make any Investments, except:

(a) Investments existing on the ClosingSecond Amendment Effective Date set forth on Schedule 7.02;

(b) Investments in Cash Equivalentsto manage cash and liquidity in the ordinary course of business that are consistent with pastpractices or the internal investment policy of the Borrower;

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(c) Investments made by Regulated Subsidiaries in the ordinary course of business;

(d) Investments in marketable securities, loans, loan servicing rights, commodities, forwards, futures, derivatives andother assets in connection with trading, underwriting, loan origination, loan servicing, selling to customers, acting as a broker or acting as amarket intermediary, all in the ordinary course of business;

(e) loans or advances to employees, independent contractors or consultants as part of compensation programs, and whichare by their nature forgivable by the Borrower or relevant Subsidiary or purchases or redemption of equity interests from employees, formeremployees, independent contractors or consultants;

(f) travel advances and other similar cash advances made to employees, independent contractors or consultants in theordinary course of business;

(g) Investments in Persons that are engaged in an Eligible Line of Business;

(h) Investments in (or Acquisitions of) Subsidiaries and other Persons that are not wholly-owned or are not engaged in anEligible Line of Business in an amount not to exceed, in the aggregate, at any one time outstanding (net of the proceeds received from thesale of such Investments) the greater of $30,000,000 and 4.5% of Consolidated Net Worth;

(i) Cash AD Loans; and

(j) Permitted Acquisitions.

Subsidiary Indebtedness .

Create, incur, assume or suffer to exist any Indebtedness of any Subsidiary of a Loan Party (other than any Subsidiary that is a Guarantor),except:

Indebtedness outstanding on the ClosingSecond Amendment Effective Date set forth on Schedule 7.03 if any (and, with respect toany such Indebtedness, renewals, refinancings and extensions thereof); provided that (i) the amount of such Indebtedness is not increasedabove the original principal amount at the time of such refinancing, renewal or extension except by an amount equal to a reasonable premiumor other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal toany existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) andsubordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in anymaterial respect to the Borrower and its Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed orextended;

obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that such obligations are (or were)entered into by such Person for hedging purposes in the ordinary course of business, and not for purposes of speculation or taking a “marketview”;

(i) purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafterincurred to finance the purchase of assets and renewals, refinancings and extensions thereof and (ii) Indebtedness hereafter incurred(including obligations in respect of capital leases and Synthetic Lease Obligations) that is secured by fixed assets and all

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renewals, refinancings and extensions thereof; provided that the aggregate outstanding principal amount of all such Indebtedness incurredpursuant to this clause (ii) shall not exceed $45,000,000 at any one time outstanding;

so long as the Borrower is in compliance with the financial covenants set forth in Section 7.11 on a pro forma basis after givingeffect thereto, Indebtedness (i) of any Person that is merged or consolidated with and into any Subsidiary, (ii) of any Person that becomes aSubsidiary as a result of an Acquisition to the extent, in each case, that such Indebtedness was not incurred in connection with, or incontemplation of, such Person becoming a Subsidiary or (iii) consisting of customary performance based earn-out payments incurred inconnection with an Acquisition;

Indebtedness, including (i) securities lending transactions, at Regulated Subsidiaries and other stock lending transactions,repurchase agreements and other collateralized financing transactions at Subsidiaries (including for avoidance of doubt, obligations underrepurchase agreements, securities lending or borrowing agreements, other stock lending transactions, notes or certificates issued by specialpurpose entities such as trusts established pursuant to a trust agreement, and other collateralized financing transactions), in each case (A)secured by cash, marketable securities, real estate assets (including related purchase commitments), real estate loans (including relatedpurchase commitments), other types of whole loans, commodities or other financial products and (B) incurred in the ordinary course ofbusiness and (ii) borrowings by foreign Regulated Subsidiaries in connection with clearing or posting of margin requirements in the ordinarycourse of business;

endorsement of items for deposit or collection of commercial paper received in the ordinary course of business;

(g) intercompany Indebtedness permitted under Section 7.02;

(h) obligations to purchase or redeem Equity Interests held by current or former partners, officers, directors, employees,independent contractors, consultants, service providers and their respective estates, spouses or former spouses in the ordinary course ofbusiness;

(i) Indebtedness, including Indebtedness incurred in connection with stock lending transactions, secured solely by sharesof NASDAQ held by the Borrower or its Subsidiaries at any time or incurred in connection with a contractual right to receive any such sharesin the future; provided that such Indebtedness shall be at customary advance rates and shall not exceed an aggregate principal amount equal tothe underlying value of the shares which are the basis for such Indebtedness (the value of such shares to be determined as of the date suchIndebtedness is incurred);

(j) to the extent that Newmark is a Subsidiary of the Borrower, Indebtedness of Newmark and its Subsidiaries (i) pursuantto the Newmark Notes, (ii) pursuant to a revolving credit agreement with the Administrative Agent and the lenders named therein on termsreasonably satisfactory to the Borrower and the Administrative Agent and (iii) other Indebtedness of Newmark and its Subsidiaries to theextent that at the time of (and after giving effect to) the incurrence of such Indebtedness, the Newmark Leverage Ratio does not exceed2.50:1.00;

(k) Indebtedness in the form of (i) any “bad boy guaranties” (including any related environmental indemnity) provided inconnection with real estate financings of Affiliates and (ii) to the extent that Berkeley Point is a Subsidiary of the Borrower, Guarantees byBerkeley Point to Fannie Mae under the Delegated Underwriting and Servicing Program and/or Freddie Mac under

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the Targeted Affordable Housing Program in respect of loss sharing arrangements or similar programs, in each case in the ordinary course ofbusiness; and

(l) other unsecured Indebtedness in an aggregate principal amount not to exceed the difference of $30,000,000 and,without duplication, any Liens incurred pursuant to Section 7.01(t).

Fundamental Changes .

Merge, dissolve, liquidate or consolidate with or into another Person, except that (a) the Borrower may merge or consolidate with any of itsSubsidiaries; provided that the Borrower shall be the continuing or surviving Person, (b) any Subsidiary may be merged or consolidated with or into anyother Subsidiary; provided, further, that if such merger or consolidation is with respect to a Subsidiary that is a Loan Party, then either such Loan Partyshall be the continuing or surviving Person or such surviving Person shall become a Loan Party promptly after such merger or consolidation, (c) theBorrower or any of its Subsidiaries may merge or consolidate with any other Person; provided that (i) if the Borrower is a party to such transaction, theBorrower is the continuing or surviving Person and (ii) if such Subsidiary is a Loan Party, then either such Loan Party shall be the continuing orsurviving Person or such surviving Person shall become a Loan Party promptly after such merger or consolidation, and (d) any Subsidiary (other than aLoan Party) may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could notreasonably be expected to have a Material Adverse Effect, and (e) the Borrower may participate in such mergers and consolidations as may be necessaryto consummate the Assumption contemplated by Section 11.06(g).

Dispositions .

Make any Disposition except:

Dispositions consisting of sales of marketable securities, loans, loan servicing rights, commodities, forwards, futures, derivativesand other assets in connection with trading, market making activities, loan origination and securitization, structured products and otherfinancial services activities, and real estate businesses, in each case in the ordinary course of business;

Dispositions by (i) any Subsidiary of the Borrower to the Borrower or any other Subsidiary and (ii) the Borrower to any, direct orindirect, wholly owned Subsidiary of the Borrower;

Dispositions of shares of NASDAQ held by the Borrower or its Subsidiaries at any time;

Dispositions of Equity Interests of Newmark pursuant to (i) the issuance of additional Equity Interests of Newmark and/or (ii) theNewmark Distribution; and

Dispositions (in addition to the Dispositions permitted by clauses (a), (b), (c) and (d) above) so long as the aggregate net bookvalue of all of the assets sold or otherwise disposed of by the Loan Parties and their Subsidiaries in all such transactions shall not exceed, (i)during the period from the Closing Date until the date the 2018 annual financial statements are delivered pursuant to Section 6.01(a), 30% ofConsolidated EBITDA calculated based on the annual financial statements of the Borrower as of December 31, 2017 less any Dispositions(other than Dispositions of the type permitted by clauses (a), (b), (c) and (d) above) made from January 1, 2018 through and including theClosing Date and (ii) thereafter, during each period commencing on the day following the date of delivery of annual financial statementspursuant to Section 6.01(a) and ending on the next date of delivery of annual financial statements pursuant to Section 6.01(a) in the followingyear, 30% of Consolidated EBITDA calculated based on the most recent annual financial statements delivered

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pursuant to Section 6.01(a); provided, that, upon the Newmark Distribution, the calculation of Consolidated EBITDA with respect to thisSection 7.05(e) shall be calculated on a Pro Forma Basis. Notwithstanding the foregoing proviso, for the fiscal year in which the NewmarkDistribution occurs, any Dispositions made in accordance with this Section 7.05(e) prior to the Newmark Distribution shall be deemedpermitted.

Restricted Payments .

Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that:

each Subsidiary may declare and make Restricted Payments to a Loan Party or otherwise in accordance with its OrganizationalDocuments;

the Borrower and each of its Subsidiaries may declare and make dividend payments or other distributions payable solely in theEquity Interests of such Person;

the Borrower and each of its Subsidiaries may declare and make Restricted Payments if, immediately before and after givingeffect thereto, (i) no Event of Default shall have occurred and be continuing and (ii) the Borrower is in compliance with the financialcovenants set forth in Section 7.11 on a pro forma basis after giving effect thereto; and

the Borrower may make the Newmark Distribution.

Change in Nature of Business .

Engage in any business or activity that is not an Eligible Line of Business; provided that the foregoing shall not apply to Investmentspermitted pursuant to Section 7.02(h).

Transactions with Affiliates .

Enter into or permit to exist any transaction or series of transactions with any Affiliate of such Person, that is less favorable than could beobtained in a similar transaction with a non-affiliate, other than (1) any transaction approved by the Borrower’s audit committee, (2) any transaction withan Affiliate that is consolidated with the Borrower under GAAP, (3) management fees, employee benefit arrangements or indemnification programspertaining to limited or general partners of the Borrower or any of its Subsidiaries entered into in the ordinary course of business or approved by theBorrower’s board of directors, (4) transactions existing on the ClosingSecond Amendment Effective Date and set forth on Schedule 7.08 and (5) anytransaction that does not, individually, exceed $500,000.

Burdensome Agreements .

Enter into, or permit to exist, any Contractual Obligation that with respect to any Subsidiary, encumbers or restricts the ability of any suchPerson to (i) make Restricted Payments to any Loan Party, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans oradvances to any Loan Party, (iv) transfer any of its property to the any Loan Party, (v) pledge its property pursuant to the Loan Documents or anyrenewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals,refinancings, exchanges, refundings or extension thereof if otherwise required to be a Loan Party hereunder, except (in respect of any of the mattersreferred to in clauses (i) through (v) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governingIndebtedness incurred pursuant to Section 7.03(c), provided that any

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such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or anydocument or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject tosuch Permitted Lien, (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section7.05 pending the consummation of such sale, (5) customary provisions in joint venture agreements and other similar agreements, (6) customaryprovisions restricting assignment contained in leases, subleases, licenses and other agreements, (7) any agreement or other instrument of a Personacquired by a Loan Party or any Subsidiary which was in existence at the time of such Acquisition (but not created in contemplation thereof or to provideall or any portion of the funds or credit support utilized to consummate such Acquisition), which encumbrance or restriction is not applicable to anyPerson, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, soacquired and (8) customary restrictions and conditions contained in any agreement entered into in connection with any Indebtedness permitted underSection 7.03(e), (i), (j) or (k) or obligations of the types contemplated by the proviso of the definition of Funded Indebtedness.

Use of Proceeds .

Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase orcarry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stockor to refund indebtedness originally incurred for such purpose, except, in the case of any Regulated Subsidiary, in compliance with Regulation U, T andX of the FRB.

Financial Covenants .

Permit:

Consolidated Leverage Ratio. The Consolidated Leverage Ratio as of the last day of each fiscal quarter of the Borrower,commencing with the fiscal quarter ending March 31, 2020, to be greater than 3.25:1.00.

Consolidated Interest Coverage Ratio. The Consolidated Interest Coverage Ratio, as of the last day of any fiscal quarter of theBorrower, commencing with the fiscal quarter ending March 31, 2020, to be less than 4.00:1.00.

Consolidated Net Worth. Consolidated Net Worth at any time to be less than the sum of (i) (A) with respect to any time prior tothe date of the Newmark Spinoff, $1,400,000,000, (B) with respect to any time from the date of the Newmark Spinoff to the last date of thefirst fiscal quarter following the Newmark Spinoff, $575,000,000 (the “Reset Date”) and (C) with respect to any time following the ResetDate, the greater of (x) $575,000,000 and (y) 75% of the actual Consolidated Net Worth as of the Reset Date$615,000,000, plus, in each case(ii) an amount equal to (x) 50% multiplied by (y) any net increase in Consolidated Net Worth attributable to any Net Cash Proceeds receivedby the Borrower or its Subsidiaries from Equity Issuances of the Borrower or any of its Subsidiaries after, in the case of clause (A) above, theClosingSecond Amendment Effective Date, and, in the case of clause ( C) above, the Reset Date, and in each case, other than EquityIssuances pursuant to the Borrower’s at-the-market controlled equity offering program (at the market shelf) intended to offset sharerepurchases, redemptions, exchanges and other payments in connection with compensation plans or arrangements or from current or formeremployees and partners or their estates or from directors, consultants or charities, in each case consistent with historic practices.

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Net Excess Capital. Net Excess Capital with respect to all Regulated Subsidiaries at any time to be less than $225,000,000.

Fiscal Year .

Change its fiscal year from its present ending on December 31 of each year except as necessary for a Subsidiary to align its fiscal year with theBorrower.

Sanctions .

Use any Credit Extension or the proceeds of any Credit Extension, or lend, contribute or otherwise make available such Credit Extension orthe proceeds of any Credit Extension to any Person, to fund any activities of or business with any Person, or in any Designated Jurisdiction, that, at thetime of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any Person (including any Person participatingin the transaction, whether as Lender, an Arranger, Administrative Agent or otherwise) of Sanctions.

Anti-Corruption Laws .

Use the proceeds of any Credit Extension for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977, theUK Bribery Act 2010 or other similar anti-corruption legislation in other jurisdictions.

EVENTS OF DEFAULT AND REMEDIES

Events of Default .

Any of the following shall constitute an event of default (each, an “Event of Default”):

Non-Payment. Any Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan orany L/C Obligations, or (ii) within three days after the same becomes due, any interest on any Loan or on any L/C Obligation, or any fee duehereunder, or (iii) within five days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or

Specific Covenants. Any Loan Party fails to perform or observe any term, covenant or agreement contained in (i) Section 6.01 or6.02 and such failure continues for five Business Days or (ii) any of Section 6.03(a); solely with respect to the Loan Parties, 6.05(a), 6.10 or6.11 or Article VII; or

Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in subsection (a) or(b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty days after the earlierof (i) the date on which such failure shall first become known to a Responsible Officer of the Borrower or (ii) written notice thereof is givento a Responsible Officer of the Borrower by the Administrative Agent; or

Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or onbehalf of a Loan Party herein, in any other Loan Document,

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or in any document delivered in connection herewith or therewith shall be untrue in any material respect (other than those representations andwarranties that are qualified by materiality or Material Adverse Effect, in which case in any respect) when made or deemed made; or

Cross-Default. (i) Any Loan Party or any Subsidiary of a Loan Party with a net worth in excess of $10,000,000 (A) after givingeffect to any grace period applicable thereto (including any cure period, forbearance or other extension, amendment or waiver), fails to makeany payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of anyIndebtedness or Guarantee of such Indebtedness (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having anaggregate principal amount (including drawn and outstanding amounts owing to all creditors under any combined or syndicated creditarrangement) of more than the Threshold Amount, or (B) after giving effect to any grace period applicable thereto (including any cure period,forbearance or other extension, amendment or waiver), fails to observe or perform any other agreement or condition relating to any suchIndebtedness or Guarantee of such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or anyother event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or thebeneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) tocause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased orredeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its statedmaturity, or such Guarantee to become payable or cash collateralCash Collateral in respect thereof to be demanded; or (ii) there occurs underany Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such SwapContract as to which any Loan Party or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any TerminationEvent (as so defined) under such Swap Contract as to which any Loan Party or any Subsidiary is an Affected Party (as so defined) and, ineither event, after giving effect to any grace period applicable thereto (including any cure period, forbearance or other extension, amendmentor waiver), the Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof is greater than the ThresholdAmount; or

Insolvency Proceedings, Etc. Any Loan Party or any Subsidiary with a net worth in excess of $10,000,000 institutes or consentsto the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for orconsents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or anymaterial part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without theapplication or consent of such Person and the appointment continues undischarged or unstayed for sixty calendar days; or any proceedingunder any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of suchPerson and continues undismissed or unstayed for sixty calendar days, or an order for relief is entered in any such proceeding; or

Inability to Pay Debts; Attachment. (i) Any Loan Party or any Subsidiary with a net worth in excess of $10,000,000 becomesunable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment orexecution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacatedor fully bonded within thirty days after its issue or levy; or

Judgments. There is entered against any Loan Party or any Subsidiary with a net worth in excess of $10,000,000 one or morefinal judgments or orders for the payment of money in an

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aggregate amount (as to all such judgments or orders) exceeding the Threshold Amount (to the extent not covered by independent third-partyinsurance as to which the insurer has been notified of the claim and does not dispute coverage), and, (A) enforcement proceedings arecommenced by any creditor upon such judgment or order, or (B) there is a period of thirty (30) consecutive days during which a stay ofenforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or wouldreasonably be expected to result in liability of any Loan Party or any Subsidiary under Title IV of ERISA to the Pension Plan, MultiemployerPlan or the PBGC in an aggregate amount in excess of the Threshold Amount; provided, however, that, for purposes of determining whetherwithdrawal liability associated with a Multiemployer Plan is in excess of the Threshold Amount, only the maximum annual withdrawalliability payment amount pursuant to Section 4219(c) of ERISA shall be taken into account, as opposed to the total aggregate withdrawalliability assessed, or (ii) any Loan Party, any Subsidiary or any ERISA Affiliate fails to pay when due, after the expiration of any applicablegrace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in anaggregate amount in excess of the Threshold Amount; or

Invalidity of Loan Documents. Any provision of any Loan Document, at any time after its execution and delivery and for anyreason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force andeffect; or any Loan Party or any other Person contests in any manner the validity or enforceability of any provision of any Loan Document; orany Loan Party denies that it has any or further liability or obligation under any provision of any Loan Document, or purports to revoke,terminate or rescind any Loan Document.

Remedies Upon Event of Default .

If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the RequiredLenders, take any or all of the following actions:

declare the commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to beterminated, whereupon such commitments and obligation shall be terminated;

declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owingor payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or othernotice of any kind, all of which are hereby expressly waived by the Borrower;

(ii) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the MinimumCollateral Amount with respect thereto); and

(jj) (c) exercise on behalf of itself and, the Lenders and the L/C Issuer all rights and remedies available toit, the Lenders and the L/C Issuer under the Loan Documents or applicable Law or at equity;

provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Codeof the United States, the obligation of each Lender to make Loans and any obligations of the L/C Issuer to make L/C Credit Extensions shallautomatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall

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automatically become due and payable and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automaticallybecome effective, in each case, without further act of the Administrative Agent or any Lender.

Application of Funds .

After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable andthe L/C Obligations have automatically been required to be Cash Collateralized, in each case, as set forth in the proviso to Section 8.02), any amountsreceived on account of the Obligations shall, subject to the provisions of Section 2.15, be applied by the Administrative Agent in the following order:

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges anddisbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such;

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and, interest andLetter of Credit Fees) payable to the Lenders and the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and theL/C Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payableto them;

Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, L/CDisbursements and other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Disbursements, ratably among theLenders and the L/C Issuer in proportion to the respective amounts described in this clause Fourth payable to them; and

Fifth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of theaggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.03 and 2.14; and

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Subject to Sections 2.03(c) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to the Fifth clauseabove shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Lettersof Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

ADMINISTRATIVE AGENT

Appointment and Authority .

Each of the Lenders and the L/C Issuer hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agenthereunder and under the other Loan Documents and authorizes the

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Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof orthereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of theAdministrative Agent, the Lenders, and the L/C Issuer, and no Loan Party shall have rights as a third party beneficiary of any of such provisions. It isunderstood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to theAdministrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicableLaw. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contractingparties.

Rights as a Lender .

The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any otherLender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expresslyindicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. SuchPerson and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for andgenerally engage in any kind of business with any Loan Party or any Subsidiary or other Affiliate thereof as if such Person were not the AdministrativeAgent hereunder and without any duty to account therefor to the Lenders or to provide notice to or consent of the Lenders with respect thereto.

Exculpatory Provisions .

The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents,and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:

shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights andpowers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed inwriting by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the otherLoan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of itscounsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable Law, including for theavoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture,modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and

shall not, except as expressly set forth herein and in the other Loan Documents, have any duty or responsibility to disclose, andshall not be liable for the failure to disclose, any information relating to any Loan Party or any of its Affiliates that is communicated to orobtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

Neither the Administrative Agent nor any of its Related Parties shall be liable for any action taken or not taken by the Administrative Agentunder or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby or thereby (i) with the consent or at therequest of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the

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Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 11.01 and 8.02) or (ii) in the absenceof its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. Any suchaction taken or failure to act pursuant to the foregoing shall be binding on all Lenders. The Administrative Agent shall be deemed not to have knowledgeof any Default unless and until notice describing such Default is given in writing to the Administrative Agent by the Borrower or, a Lender or the L/CIssuer.

Neither the Administrative Agent nor any of its Related Parties have any duty or obligation to any Lender or participant or any other Personto ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii)the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performanceor observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) thevalidity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document and(v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered tothe Administrative Agent.

Neither the Administrative Agent nor any of its Related Parties shall be responsible or have any liability for, or have any duty to ascertain,inquire into, monitor or enforce, compliance with the provisions of this Agreement relating to Disqualified Institutions. Without limiting the generality ofthe foregoing, the Administrative Agent shall not ‎(i) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospectiveLender or Participant is a Disqualified ‎Institution or (ii) have any liability with respect to or arising out of any assignment or participation of Loans, ordisclosure of confidential information, to any ‎Disqualified Institution.

Reliance by Administrative Agent .

The Administrative Agent shall be entitled to rely upon, and shall be fully protected in relying and shall not incur any liability for relyingupon, any notice, request, certificate, communication, consent, statement, instrument, document or other writing (including any electronic message,Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by theproper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made bythe proper Person, and shall be fully protected in relying and shall not incur any liability for relying thereon. In determining compliance with anycondition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to thesatisfaction of a Lender or the L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or the L/C Issuerunless the Administrative Agent shall have received notice to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or theissuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Loan Parties), independentaccountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any suchcounsel, accountants or experts.

Delegation of Duties .

The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other LoanDocument by or through any one or more sub agents appointed by the Administrative Agent. The Administrative Agent and any such sub agent mayperform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of thisArticle shall apply to any such sub agent and to the Related Parties of the Administrative Agent and any such sub agent, and shall apply to theirrespective activities in connection with the

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syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsiblefor the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealablejudgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

Resignation of Administrative Agent .

The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuer and the Borrower. Uponreceipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with and (so long as there is no continuingEvent of Default) with the consent of the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or anAffiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders(and, if applicable, the Borrower) and shall have accepted such appointment within thirty days after the retiring Administrative Agent givesnotice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiringAdministrative Agent may (but shall not be obligated to) on behalf of the Lenders and the L/C Issuer, appoint a successor AdministrativeAgent meeting the qualifications set forth above, provided that in no event shall any such successor Administrative Agent be a DefaultingLender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on theResignation Effective Date.

If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the RequiredLenders may, to the extent permitted by applicable Law, by notice in writing to the Borrower and such Person remove such Person asAdministrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by theRequired Lenders and shall have accepted such appointment within thirty days (or such earlier day as shall be agreed by the RequiredLenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on theRemoval Effective Date.

With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removedAdministrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (ii) except forany indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications anddeterminations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the L/C Issuerdirectly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon theacceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all ofthe rights, powers, privileges and duties of the retiring (or removed) Administrative Agent (other than as provided in Section 3.01(g) andother than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the ResignationEffective Date or the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from allof its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in thisSection). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unlessotherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removalhereunder and under the other Loan Documents, the provisions of this Article and Section 11.04 shall continue in effect for the benefit ofsuch retiring or removed

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Administrative Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of themwhile the retiring or removed Administrative Agent was acting as Administrative Agent.

(kk) Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.06 shall alsoconstitute its resignation as the L/C Issuer. If Bank of America resigns as the L/C Issuer, it shall retain all the rights, powers, privileges andduties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as the L/C Issuerand all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations inUnreimbursed Amounts pursuant to Section 2.03(c). Upon the appointment by the Borrower of a successor L/C Issuer hereunder (whichsuccessor shall in all cases be a Lender other than a Defaulting Lender) and subject to such successor L/C Issuer’s consent to act in such role,(i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, (ii) theretiring L/C Issuer shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents, and (iii) thesuccessor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession ormake other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to suchLetters of Credit.

Non-Reliance on Administrative Agent and Other Lenders .

Each Lender and the L/C Issuer expressly acknowledges that none of the Administrative Agent nor the Arrangers has made anyrepresentation or warranty to it, and that no act by the Administrative Agent or the Arrangers hereafter taken, including any consent to, and acceptance ofany assignment or review of the affairs of any of the Borrower, any Guarantor or any Affiliate thereof, shall be deemed to constitute any representationor warranty by the Administrative Agent or the Arrangers to any Lender or the L/C Issuer as to any matter, including whether the Administrative Agentor the Arrangers have disclosed material information in their (or their Related Parties’) possession. Each Lender and the L/C Issuer represents to theAdministrative Agent and the Arrangers that it has, independently and without reliance upon the Administrative Agent or, any otherArranger, any Lenderor any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis andof, appraisalof, and investigation into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties, and allapplicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and toextend credit to the Borrower hereunder. Each Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon theAdministrative Agent or, any otherArranger, any Lender or any of their Related Parties and based on such documents and information as it shall fromtime to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon thisAgreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder., and to make such investigations asit deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of theBorrower. Each Lender and the L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and(ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or the L/CIssuer for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to suchLender or the L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and the L/CIssuer agrees not to assert a claim in contravention of the foregoing. Each Lender and the L/C Issuer represents and warrants that it is sophisticated withrespect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender orthe L/C Issuer, and either

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it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, isexperienced in making, acquiring or holding such commercial loans or providing such other facilities.

No Other Duties; Etc .

Anything herein to the contrary notwithstanding, none of the bookrunners, arrangers, syndication agents, documentation agents or co-agentsshall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as theAdministrative Agent or as, a Lender, or the L/C Issuer hereunder.

Administrative Agent May File Proofs of Claim .

In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, theAdministrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or bydeclaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled andempowered, by intervention in such proceeding or otherwise:

to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/CObligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order tohave the claims of the Lenders, the L/C Issuer and the Administrative Agent (including any claim for the reasonable compensation, expenses,disbursements and advances of the Lenders, the L/C Issuer and the Administrative Agent and their respective agents and counsel and all otheramounts due the Lenders, the L/C Issuer and the Administrative Agent under Sections 2.09 and 11.04) allowed in such judicial proceeding;and

to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized byeach Lender and the L/C Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to themaking of such payments directly to the Lenders and the L/C Issuer , to pay to the Administrative Agent any amount due for the reasonablecompensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due theAdministrative Agent under Sections 2.09 and 11.04.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf ofany Lender or the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender orthe L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender or the L/C Issuer in any such proceeding.

Guaranty Matters .

Each of the Lenders and the L/C Issuer irrevocably authorize the Administrative Agent to release (a) any Guarantor from its obligations under theGuaranty if (i) the Borrower requests such release, (ii) such Guarantor is not required to Guarantee the Obligations pursuant to Section 6.12, and (iii) noDefault exists or would result from such release and (b) BGC from its obligations as the Borrower under the Loan Documents upon consummation of theAssumption in accordance with Section 11.06(g).

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Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to

release any Guarantor from its obligations under the Guaranty, pursuant to this Section 9.10.

ERISA Matters .

Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from thedate such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, theAdministrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any Guarantor, that at least one of thefollowing is and will be true:

such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or moreBenefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, theLetters of Credit, the Commitments or this Agreement,

the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certaintransactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certaintransactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involvinginsurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collectiveinvestment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), isapplicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, theLetters of Credit, the Commitments and this Agreement,

(A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaningof Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of suchLender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and thisAgreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, theCommitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) tothe best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to suchLender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitmentsand this Agreement, or

such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, inits sole discretion, and such Lender.

In addition, unless either (i) Section 9.11(a)(i) is true with respect to a Lender or (ii) a Lender has provided another representation,warranty and covenant in accordance with Section 9.11(a)(iv), such Lender further (A) represents and warrants, as of the date such Personbecame a Lender party hereto, to, and (B) covenants, from the date such Person became a Lender party hereto to the date such Person ceasesbeing a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of theBorrower or any Guarantor, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in suchLender’s entrance into, participation in, administration of and performance of the Loans,

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the Letters of Credit, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by theAdministrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).

GUARANTY

The Guaranty .

Each of the Guarantors hereby jointly and severally guarantees to each Lender and each other holder of Obligations as hereinafter provided,as primary obligor and not as surety, the prompt payment of the Obligations in full when due (whether at stated maturity, by acceleration or otherwise)strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether atstated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly andseverally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of anyof the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as amandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal.

Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the other documents relating to theObligations, the obligations of each Guarantor under this Agreement and the other Loan Documents shall not exceed an aggregate amount equal to thelargest amount that would not render such obligations subject to avoidance under applicable Debtor Relief Laws.

Obligations Unconditional .

The obligations of the Guarantors under Section 10.01 are joint and several, absolute and unconditional, irrespective of the value,genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution,release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law,irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, itbeing the intent of this Section 10.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and allcircumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against theBorrower or any other Loan Party for amounts paid under this Article X until such time as the Obligations have been paid in full and the Commitmentshave expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence ofany one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional asdescribed above:

at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of theObligations shall be extended, or such performance or compliance shall be waived;

any of the acts mentioned in any of the provisions of any of the Loan Documents or other documents relating to the Obligationsshall be done or omitted;

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the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended

in any respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be waived or any otherguarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealtwith; or

any of the Obligations shall be determined to be void or voidable (including for the benefit of any creditor of any Guarantor) orshall be subordinated to the claims of any Person (including any creditor of any Guarantor).

With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and allnotices whatsoever, and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy orproceed against any Person under any of the Loan Documents or any other document relating to the Obligations, or against any other Person under anyother guarantee of, or security for, any of the Obligations.

Reinstatement .

The obligations of each Guarantor under this Article X shall be automatically reinstated if and to the extent that for any reason any paymentby or on behalf of any Person in respect of the Obligations is rescinded or must be otherwise restored by any holder of any of the Obligations, whether asa result of any Debtor Relief Law or otherwise, and each Guarantor agrees that it will indemnify the Administrative Agent and each other holder of theObligations on demand for all reasonable costs and expenses (including the fees, charges and disbursements of counsel) incurred by the AdministrativeAgent or such holder of the Obligations in connection with such rescission or restoration, including any such costs and expenses incurred in defendingagainst any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any Debtor Relief Law.

Certain Additional Waivers .

Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Obligations, except through the exercise ofrights of subrogation pursuant to Section 10.02 and through the exercise of rights of contribution pursuant to Section 10.06.

Remedies .

The Guarantors agree that, to the fullest extent permitted by Law, as between the Guarantors, on the one hand, and the Administrative Agentand the other holders of the Obligations, on the other hand, the Obligations may be declared to be forthwith due and payable as specified in Section 10.02(and shall be deemed to have become automatically due and payable in the circumstances specified in Section 10.02) for purposes of Section 10.01notwithstanding any stay, injunction or other prohibition preventing such declaration (or preventing the Obligations from becoming automatically dueand payable) as against any other Person and that, in the event of such declaration (or the Obligations being deemed to have become automatically dueand payable), the Obligations (whether or not due and payable by any other Person) shall forthwith become due and payable by the Guarantors forpurposes of Section 10.01.

Rights of Contribution .

The Guarantors hereby agree as among themselves that, if any Guarantor shall make an Excess Payment (as defined below), such Guarantorshall have a right of contribution from each other Guarantor in an amount equal to such other Guarantor’s Contribution Share (as defined below) of suchExcess

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Payment. The payment obligations of any Guarantor under this Section 10.06 shall be subordinate and subject in right of payment to the Obligationsuntil such time as the Obligations have been paid-in-full and the Commitments have terminated, and none of the Guarantors shall exercise any right orremedy under this Section 10.06 against any other Guarantor until such Obligations have been paid-in-full and the Commitments have terminated. Forpurposes of this Section 10.06, (a) “Excess Payment” shall mean the amount paid by any Guarantor in excess of its Ratable Share of any Obligations; (b)“Ratable Share” shall mean, for any Guarantor in respect of any payment of Obligations, the ratio (expressed as a percentage) as of the date of suchpayment of Obligations of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of alldebts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of suchGuarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of all of the Loan Partiesexceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding theobligations of the Loan Parties hereunder) of the Loan Parties; provided, however, that, for purposes of calculating the Ratable Shares of the Guarantorsin respect of any payment of Obligations, any Guarantor that became a Guarantor subsequent to the date of any such payment shall be deemed to havebeen a Guarantor on the date of such payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shallbe utilized for such Guarantor in connection with such payment; and (c) “Contribution Share” shall mean, for any Guarantor in respect of any ExcessPayment made by any other Guarantor, the ratio (expressed as a percentage) as of the date of such Excess Payment of (i) the amount by which theaggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (includingcontingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by whichthe aggregate present fair salable value of all assets and other properties of the Loan Parties other than the maker of such Excess Payment exceeds theamount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of theLoan Parties) of the Loan Parties other than the maker of such Excess Payment; provided, however, that, for purposes of calculating the ContributionShares of the Guarantors in respect of any Excess Payment, any Guarantor that became a Guarantor subsequent to the date of any such Excess Paymentshall be deemed to have been a Guarantor on the date of such Excess Payment and the financial information for such Guarantor as of the date suchGuarantor became a Guarantor shall be utilized for such Guarantor in connection with such Excess Payment. This Section 10.06 shall not be deemed toaffect any right of subrogation, indemnity, reimbursement or contribution that any Guarantor may have under Law against the Borrower in respect of anypayment of Obligations.

Guarantee of Payment; Continuing Guarantee .

The guarantee in this Article X is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to the Obligationswhenever arising.

Appointment of Borrower .

Each of the Guarantors hereby appoints the Borrower to act as its agent for all purposes of this Agreement, the other Loan Documents and allother documents and electronic platforms entered into in connection herewith and agrees that (a) the Borrower may execute such documents and providesuch authorizations on behalf of such Guarantor as the Borrower deems appropriate in its sole discretion and each Guarantor shall be obligated by all ofthe terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, theL/C Issuer or a Lender to the Borrower shall be deemed delivered to each Guarantor and (c) the Administrative Agent or, the L/C Issuer, and the Lendersmay accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower on behalf of each of theGuarantors.

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MISCELLANEOUS

Amendments, Etc .

No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any LoanParty therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be,and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specificpurpose for which given; provided, however, that

no such amendment, waiver or consent shall:

extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section8.02) without the written consent of such Lender (it being understood and agreed that a waiver of any condition precedent setforth in Section 4.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase inCommitments of any Lender);

postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, feesor other amounts due to the Lenders (or any of them) or any scheduled reduction of the Commitments hereunder or under anyother Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments areto be reduced;

reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Disbursement, or any fees (otherthan pursuant to a fee letter separate from this Agreement in which all the Lenders are not a party thereto) or other amountspayable hereunder or under any other Loan Document without the written consent of each Lender entitled to receive suchamount; provided, however, that only the consent of the Required Lenders shall be necessary (A) to amend the definition of“Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate or (B) toamend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be toreduce the rate of interest on any Loan or Letter of Credit or to reduce any fee payable hereunder;

change Section 8.03 or Section 2.13 in a manner that would alter the pro rata sharing of payments required therebywithout the written consent of each Lender directly affected thereby;

change any provision of this Section 11.01(a) or the definition of “Required Lenders” without the written consent ofeach Lender directly affected thereby;

release the Borrower without the consent of each Lender, or, except in connection with a transaction permitted underSection 7.04 or Section 7.05, all or substantially all of the value of the Guaranty without the written consent of each Lenderwhose Obligations are guarantied thereby, except to the extent such release is permitted pursuant to Section 9.10 (in which casesuch release may be made by the Administrative Agent acting alone); or

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unless also signed by the Administrative Agent, no amendment, waiver or consent shall affect the rights or duties of the

Administrative Agent under this Agreement or any other Loan Document;

(ll) unless also signed by the L/C Issuer, no amendment, waiver or consent shall affect the rights or dutiesof the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it;

provided, further, that notwithstanding anything to the contrary herein, (i) each Lender is entitled to vote as such Lender sees fit on any bankruptcyreorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the UnitedStates supersedes the unanimous consent provisions set forth herein and (ii) the Required Lenders shall determine whether or not to allow a Loan Party touse cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders.

No Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver orconsent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders otherthan Defaulting Lenders), except that (x) the Commitment of such Defaulting Lender may not be increased or extended without the consent of suchLender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects suchDefaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.

Any amendment entered into in order to effectuate an increase in the Aggregate Revolving Commitments, in accordance with Section 2.01(b), shall onlyrequire the consent of the Lenders providing such increase as long as the purpose of such amendment is solely to incorporate the appropriate provisionsfor such increase.

Notwithstanding any provision herein to the contrary, (a) the Administrative Agent and the Borrower may amend, modify or supplement this Agreementor any other Loan Document to cure or correct administrative errors or omissions, any ambiguity, omission, defect or inconsistency or to effectadministrative changes, and such amendment shall become effective without any further consent of any other party to such Loan Document so long as (i)such amendment, modification or supplement does not adversely affect the rights of any Lender or other holder of Obligations in any material respectand (ii) the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received,within five Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders objectto such amendment and (b) this Agreement may be amended to replace LIBOR with a LIBOR Successor Rate and to make any necessary LIBORSuccessor Rate Conforming Changes in connection therewith, in each case, as contemplated by Section 3.07.

Notices; Effectiveness; Electronic Communications .

Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (andexcept as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall bedelivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile or electronic mail as follows, and allnotices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number,as follows:

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if to any Loan Party or the Administrative Agent or the L/C Issuer, to the address, facsimile number, electronic mail

address or telephone number specified for such Person on Schedule 11.02; and

if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in itsAdministrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on itsAdministrative Questionnaire then in effect for the delivery of notices that may contain material non-public information relatingto the Borrower).

Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed tohave been given when received; notices and other communications sent by facsimile shall be deemed to have been given when sent (except that, if notgiven during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for therecipient). Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below, shall beeffective as provided in such subsection (b).

Electronic Communications. Notices and other communications to the Lenders and the L/C Issuer hereunder may be delivered orfurnished by electronic communication (including e mail, FpML messaging, and Internet or intranet websites) pursuant to proceduresapproved by the Administrative Agent,; provided that the foregoing shall not apply to notices to any Lender or the L/C Issuer pursuant toArticle II if such Lender or the L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices undersuch Article by electronic communication. The Administrative Agent, the L/C Issuer or the Borrower may each, in its discretion, agree toaccept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided thatapproval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemedreceived upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available,return e-mail or other written acknowledgement) and (ii) notices or communications posted to an Internet or intranet website shall be deemed receivedupon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice orcommunication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii), if such notice, email or othercommunication is not sent during the normal business hours of the recipient, such notice, email or communication shall be deemed to have been sent atthe opening of business on the next business day for the recipient.

The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINEDBELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACYOF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWERMATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OFMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS ORFREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THEBORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively,the “Agent Parties”) have any liability to the Borrower, any Lender, the L/C Issuer or any other

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Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any Loan Party’sor the Administrative Agent’s transmission of Borrower Materials or notices through the Platform, any other electronic platform or electronicmessaging service, or through the Internet.

Change of Address, Etc. Each of the Borrower and , the Administrative Agent and the L/C Issuer may change its address,facsimile or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender maychange its address, facsimile or telephone number for notices and other communications hereunder by notice to the Borrower and , theAdministrative Agent and the L/C Issuer. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure thatthe Administrative Agent has on record (i) an effective address, contact name, telephone number, facsimile number and electronic mailaddress to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each PublicLender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private SideInformation” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, inaccordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws,to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and thatmay contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or statesecurities Laws.

Reliance by Administrative Agent, L/C Issuer and Lenders. The Administrative Agent, the L/C Issuer and the Lenders shall beentitled to rely and act upon any notices (including telephonic notices, Loan Notices and Letter of Credit Applications) purportedly given byor on behalf of any Loan Party even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded orfollowed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmationthereof. The Loan Parties shall indemnify the Administrative Agent, the L/C Issuer, each Lender and the Related Parties of each of themfrom all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of aLoan Party. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by theAdministrative Agent, and each of the parties hereto hereby consents to such recording.

No Waiver; Cumulative Remedies; Enforcement .

No failure by any Lender, the L/C Issuer or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right,remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of anyright, remedy, power or privilege hereunder or under any other Loan Document (including the imposition of the Default Rate) preclude any other orfurther exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, andprovided under each other Loan Document are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedieshereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings atlaw in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02 forthe benefit of all the Lenders and the L/C Issuer; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising onits own behalf the rights

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and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the L/C Issuerfrom exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer) hereunder and under the other Loan Documents, (c)any Lender from exercising setoff rights in accordance with Section 11.08 (subject to the terms of Section 2.13), or (cd) any Lender from filing proofs ofclaim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law;and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) theRequired Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forthin clauses (b) and, (c) and (d) of the preceding proviso and subject to Section 2.13, any Lender may, with the consent of the Required Lenders, enforceany rights and remedies available to it and as authorized by the Required Lenders.

Expenses; Indemnity; Damage Waiver .

Costs and Expenses. The Loan Parties shall pay (i) all reasonable and documented out of pocket expenses incurred by theAdministrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent) inconnection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery andadministration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof orthereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and, (ii) all reasonable and documented out ofpocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, extension, reinstatement or renewal of any Letter ofCredit or any demand for payment thereunder, and (iii) all out of pocket expenses incurred by the Administrative Agent, the L/C Issuer or anyLender (including the fees, charges and disbursements of any counsel for the Administrative Agent, the L/C Issuer or any Lender), inconnection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, includingits rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of pocketexpenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Indemnification by the Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), theL/C Issuer and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against,and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges anddisbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges anddisbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by anyPerson (including any Loan Party) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, anyother Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of theirrespective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of theAdministrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other LoanDocuments (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of theproceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documentspresented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presenceor release of Hazardous Materials on or from any property owned or operated by a Loan Party or any of its Subsidiaries, or anyEnvironmental Liability related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation,

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investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a thirdparty or by any Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to anyIndemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court ofcompetent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of suchIndemnitee, (y) result from a claim brought by any Loan Party against an Indemnitee for a breach of such Indemnitee’s obligations hereunderor under any other Loan Document, if such Loan Party has obtained a final and nonappealable judgment in its favor on such claim asdetermined by a court of competent jurisdiction or (z) arise from a dispute solely among Indemnitees (other than the Administrative Agent orany Arranger acting in its capacity as such) at a time when the Loan Parties have not breached its obligations hereunder in any materialrespect and does not arise out of an act or omission by any Loan Party. Without limiting the provisions of Section 3.01(c), this Section11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Taxclaim.

Reimbursement by Lenders. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required undersubsection (a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof), the L/C Issuer or any RelatedParty of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer or suchRelated Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense orindemnity payment is sought based on each Lender’s share of the Total Credit Exposures of all Lenders at such time) of such unpaid amount(including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based onsuch Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought),;provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, wasincurred by or asserted against the Administrative Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against anyRelated Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or the L/C Issuer in connection with suchcapacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable Law, no party hereto shall assert, and eachsuch party hereby waives, and acknowledges that no other Person shall have, any claim on any theory of liability, for special, indirect,consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, thisAgreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby,any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing contained in this clause (d) shall relieve the LoanParties of any obligation it may have to indemnify an Indemnitee to against special, indirect, consequential or punitive damages assertedagainst such Indemnitee by a third party claim. No Indemnitee shall be liable for any damages arising from the use by unintended recipientsof any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic orother information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplatedhereby or thereby.

Payments. All amounts due under this Section shall be payable not later than ten Business Days after demand therefor.

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Survival. The agreements in this Section and the indemnity provisions of Section 11.02(e) shall survive the resignation of the

Administrative Agent and the L/C Issuer, the replacement of any Lender, the termination of the Commitments and the repayment, satisfactionor discharge of all the other Obligations.

Payments Set Aside .

To the extent that any payment by or on behalf of any Loan Party is made to the Administrative Agent, the L/C Issuer or any Lender, or theAdministrative Agent, the L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof issubsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by theAdministrative Agent, the L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with anyproceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to besatisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) eachLender and the L/C Issuer severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount sorecovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate perannum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders and the L/C Issuer under clause (b) of the precedingsentence shall survive the payment in full of the Obligations and the termination of this Agreement.

Successors and Assigns .

Successors and Assigns Generally. The provisions of this Agreement and the other Loan Documents shall be binding upon andinure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except that (i) other than asprovided in subsection (g) of this Section, the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder orthereunder without the prior written consent of the Administrative Agent and each Lender and (ii) no Lender may assign or otherwise transferany of its rights or obligations hereunder except (iA) to an assignee in accordance with the provisions of subsection (b) of this Section, (iiB)by way of participation in accordance with the provisions of subsection (d) of this Section or (iiiC) by way of pledge or assignment of asecurity interest subject to the restrictions of subsection (e) of this Section (and any other attempted assignment or transfer by any partyhereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than theparties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Sectionand, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuer and the Lenders)any legal or equitable right, remedy or claim under or by reason of this Agreement.

Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights andobligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans (including forpurposes of this clause (b), participations in L/C Obligations) at the time owing to it); provided that any such assignment shall be subject tothe following conditions:

Minimum Amounts.

in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment andthe related Loans at the time owing to it or

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contemporaneous assignments to related Approved Funds (determined after giving effect to such assignments) thatequal at least the amount specified in subsection (b)(i)(B) of this Section in the aggregate or in the case of anassignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment(which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, theprincipal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as ofthe date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or,if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than$5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and iscontinuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed).

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all theassigning Lender’s Loans and Commitments, and rights and obligations with respect thereto, assigned.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:

the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be requiredunless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment isto a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to haveconsented to any such assignment unless it shall object thereto by written notice to the Administrative Agent withinten (10) Business Days after having received notice thereof;

the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shallbe required for assignments in respect of any unfunded Revolving Commitment if such assignment is to a Person thatis not a Lender with a Commitment subject to such assignment, an Affiliate of such Lender or an Approved Fundwith respect to such Lender; and

(A) the consent of the L/C Issuer shall be required for anyassignment if any Letter of Credit is issued and outstanding in accordance with Section 2.03 as of the date of suchassignment.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agentan Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500 from the assignee orassignor; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing andrecordation fee in the case of any assignment. The assignee, if it shall not be a Lender, shall deliver to the Administrative Agentan Administrative Questionnaire.

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No Assignment to Certain Persons. No such assignment shall be made to (A) the Borrower or any of the Borrower’s

Affiliates or Subsidiaries, (B) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lenderhereunder, would constitute any of the foregoing Persons described in this clause (B), (C) a natural Person (or a holdingcompany, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person) or (D) anyDisqualified Institution.

Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lenderhereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, theparties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient,upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations orsubparticipations, or other compensating actions, including funding, with the consent of the Borrower and the AdministrativeAgent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of whichthe applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owedby such Defaulting Lender to the Administrative Agent, the L/C Issuer or any Lender hereunder (and interest accrued thereon)and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit in accordancewith its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of anyDefaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of thisparagraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement untilsuch compliance occurs.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective datespecified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned bysuch Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to theextent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of anAssignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a partyhereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to theeffective date of such assignment); provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a DefaultingLender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Uponrequest, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights orobligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of aparticipation in such rights and obligations in accordance with subsection (d) of this Section.

Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrower (and such agency being solely fortax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or theequivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the Commitments of,and principal amounts (and stated interest) of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time totime (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent andthe Lenders shall treat each Person whose name is recorded in the

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Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspectionby the Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice.

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sellparticipations to any Person (other than a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for theprimary benefit of a natural Person), a Disqualified Institution, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates orSubsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or aportion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations) owing to it); provided that (i) suchLender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties heretofor the performance of such obligations and (iii) the Borrower, the Administrative Agent, the L/C Issuer and the Lenders shall continue todeal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidanceof doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation.

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right toenforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement orinstrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modificationdescribed in Section 11.01(a) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01,3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it beingunderstood that the documentation required under Section 3.01(e) shall be delivered to the Lender who sells the participation) to the same extent as if itwere a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to besubject to the provisions of Sections 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receiveany greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participationwould have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after theParticipant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonableefforts to cooperate with the Borrower to effectuate the provisions of Section 3.06 with respect to any Participant. To the extent permitted by Law, eachParticipant also shall be entitled to the benefits of Section 11.08 as though it were a Lender; provided that such Participant agrees to be subject to Section2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower,maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’sinterest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation todisclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest inany commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure isnecessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United StatesTreasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whosename is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to thecontrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining aParticipant Register.

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Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this

Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligationsto a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder orsubstitute any such pledgee or assignee for such Lender as a party hereto.

(mm) Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary containedherein, if at any time Bank of America assigns all of its Commitment and Loans pursuant to clause (b) above, Bank of America may, upon 30days’ notice to the Administrative Agent, the Borrower and the Lenders, resign as the L/C Issuer. In the event of any such resignation as theL/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer; provided, however, that no failure bythe Borrower to appoint any such successor shall affect the resignation of Bank of America as the L/C Issuer. If Bank of America resigns asthe L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Creditissued by it and outstanding as of the effective date of its resignation as the L/C Issuer and all L/C Obligations with respect thereto (includingthe right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section2.03(c)). Upon the appointment of a successor L/C Issuer and subject to such successor L/C Issuer’s consent to act in such role, (x) suchsuccessor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, and (y) thesuccessor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession ormake other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to suchLetters of Credit.

(nn) Successor Holdco Assumption. If both the current Permitted Holders and the board of directors ofBGC Partners, Inc., a Delaware corporation (“BGC”), determine it is in the best interests of BGC to do so, the Permitted Holders may cause adirect or indirect corporate parent of the Borrower to be formed that will (x) be incorporated under the laws of any state of the United Statesor the District of Columbia and (y) have common equity that will be registered under Section 12(b) or 12(g) of the Exchange Act (the“Successor Holdco”). The formation of the Successor Holdco may take the form of a series of mergers and stock splits and exchanges. TheSuccessor Holdco shall have the right to assume this Agreement and the other Loan Documents and the rights and obligations of BGC, as theBorrower hereunder and thereunder as successor to BGC without the further consent of the Lenders (the “Assumption”), subject to thefollowing conditions:

(i) the Successor Holdco shall expressly assume all obligations of BGC, asBorrower, under the Loan Documents pursuant to an assumption agreement reasonably acceptable to the Administrative Agent;

(ii) the Successor Holdco shall simultaneously expressly assume all or substantiallyall of the other Indebtedness of BGC (but not any Subsidiary of BGC) then outstanding;

(iii) after giving effect to the Assumption, the Successor Holdco shall have similarcash flows as BGC had prior to the Assumption;

(iv) no Default or Event of Default shall exist as of or as of a result of theAssumption, including any Change of Control;

(v) the Debt Ratings of the Successor Holdco by both S&P and Fitch shall be equalto or greater than the Debt Rating of BGC at the time of the Assumption;

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(vi) the Assumption shall not cause an “Event of Default” under and as defined in

any Indebtedness (individually or in the aggregate) of BGC (or the Successor Holdco) having an aggregate principal amount(drawn or undrawn) in excess of the Threshold Amount;

(vii) after giving effect to the Assumption, the Successor Holdco shall be in proforma compliance with the financial covenants set forth in Section 7.11;

(viii) the Successor Holdco shall deliver such Organization Documents, certificates,opinions and other documentation as if it had been the Borrower on the closing date of the Assumption, including all “knowyour customer” and, if the Successor Holdco qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, aBeneficial Ownership Certification; and

(ix) the Successor Holdco and BGC shall have delivered to the AdministrativeAgent (A) such certificates confirming that all conditions precedent to the Assumption set forth in foregoing subsections (i) to(viii) have been satisfied and (B) opinions of counsel as deemed reasonably necessary to confirm that BGC and the SuccessorHoldco have the right to enter into the documents evidencing the Assumption.

Upon consummation of the Assumption in accordance with the above, BGC shall be released from all of its obligations as the Borrowerunder the Loan Documents.

Treatment of Certain Information; Confidentiality .

Each of the Administrative Agent, the L/C Issuer and the Lenders agrees to maintain the confidentiality of the Information (as definedbelow), except that Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom suchdisclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extentrequired or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatoryauthority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or regulations or by any subpoenaor similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Documentor any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject toan agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee ofor Participant in, any of its rights and obligations under this Agreement or (ii) any actual or prospective party (or its Related Parties) to any swap,derivative or other transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or paymentshereunder, (g) on a confidential basis to (i) any rating agency in connection with rating any Loan Party or its Subsidiaries or the credit facilities providedhereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other marketidentifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Borrower or (i) to the extent such Information (x) becomespublicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, the L/C Issuer, any Lender orany of their respective Affiliates on a nonconfidential basis from a source other than the Borrower. In addition, the Administrative Agent and theLenders may disclose the existence of this Agreement to market data collectors, similar service providers to the lending industry and service providers tothe Administrative Agent and the Lenders in connection with the administration of this Agreement (including information about this Agreement that iscustomarily provided to such parties), the other Loan Documents, and the Commitments.

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For purposes of this Section, “Information” means all information received from a Loan Party or any Subsidiary relating to the Loan Parties

or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, the L/C Issuer orany Lender on a nonconfidential basis prior to disclosure by such Loan Party or any Subsidiary, provided that, in the case of information received from aLoan Party or any Subsidiary after the Closing Date, such information is clearly identified at the time of delivery as confidential. Any Person required tomaintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person hasexercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Each of the Administrative Agent, the L/C Issuer and the Lenders acknowledges that (a) the Information may include material non-publicinformation concerning a Loan Party or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal andstate securities Laws.

Rights of Setoff .

If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is herebyauthorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general orspecial, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing bysuch Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of any Loan Party against any and all of the obligations of such LoanParty now or hereafter existing under this Agreement or any other Loan Document to such Lender, the L/C Issuer or their respective Affiliates,irrespective of whether or not such Lender, the L/C Issuer or such Affiliate shall have made any demand under this Agreement or any other LoanDocument and although such obligations of such Loan Party may be contingent or unmatured or are owed to a branch or office or Affiliate of suchLender or the L/C Issuer different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in theevent that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the AdministrativeAgent for further application in accordance with the provisions of Section 2.15 and, pending such payment, shall be segregated by such DefaultingLender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders, and (y) the DefaultingLender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lenderas to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition toother rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and theL/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to givesuch notice shall not affect the validity of such setoff and application.

Interest Rate Limitation .

Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documentsshall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If the Administrative Agent or anyLender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if itexceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by the AdministrativeAgent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is notprincipal as an expense, fee, or premium rather than interest, (b) exclude voluntary

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prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout thecontemplated term of the Obligations hereunder.

Counterparts; Integration; Effectiveness .

This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute anoriginal, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents, and any separate letteragreements with respect to fees payable to the Administrative Agent or the L/C Issuer, constitute the entire contract among the parties relating to thesubject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except asprovided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when theAdministrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Deliveryof an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging means (e.g., “pdf” or “tif”) shall be effective asdelivery of a manually executed counterpart of this Agreement.

Survival of Representations and Warranties .

All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or theretoor in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or willbe relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on theirbehalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any CreditExtension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or anyLetter of Credit shall remain outstanding.

Severability .

If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity andenforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the partiesshall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of whichcomes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall notinvalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 11.12, if and to theextent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined ingood faith by the Administrative Agent or the L/C Issuer, as applicable, then such provisions shall be deemed to be in effect only to the extent not solimited.

Replacement of Lenders .

If the Borrower is entitled to replace a Lender pursuant to the provisions of Section 3.06, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lenderto assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.06), all ofits interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the relatedLoan Documents to an Eligible Assignee

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that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 11.06(b);

such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon,accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05)from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all otheramounts);

in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be madepursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;

such assignment does not conflict with applicable Laws; and

in the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall haveconsented to the applicable amendment, waiver or consent.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender orotherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Each party hereto agrees that (a) an assignment required pursuant to this Section 11.13 may be effected pursuant to an Assignment andAssumption executed by the Borrower, the Administrative Agent and the assignee, and (b) the Lender required to make such assignment need not be aparty thereto in order for such assignment to be effective and shall be deemed to have consented to an be bound by the terms thereof; provided that,following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary toevidence such assignment as reasonably requested by the applicable Lender, provided, further that any such documents shall be without recourse to orwarranty by the parties thereto.

Notwithstanding anything in this Section 11.13 to the contrary, (i) the Lender that acts as the L/C Issuer may not be replaced hereunder at anytime it has any Letter of Credit outstanding hereunder unless arrangements satisfactory to such Lender (including the furnishing of a backstop standbyletter of credit in form and substance, and issued by an issuer, reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a cashcollateral account in amounts and pursuant to arrangements reasonably satisfactory to the L/C Issuer) have been made with respect to such outstandingLetter of Credit and (ii) the Lender that acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms ofSection 9.06.

Governing Law; Jurisdiction; Etc .

GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (EXCEPT, AS TO ANY OTHERLOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OFACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THISAGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SETFORTH THEREIN) AND

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THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED INACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

SUBMISSION TO JURISDICTION. EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THATIT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER INLAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, THEL/C ISSUER, ANY LENDER OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENTOR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHERTHAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATESDISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, ANDEACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCHCOURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BEHEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BYAPPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT INANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHERJURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THISAGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT,THE L/C ISSUER OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THISAGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OFANY JURISDICTION.

WAIVER OF VENUE. EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLESTEXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYINGOF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHERLOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETOHEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF ANINCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THEMANNER PROVIDED FOR NOTICES IN SECTION 11.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANYPARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

Waiver of Jury Trial .

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

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EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HASREPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TOENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCEDTO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERSAND CERTIFICATIONS IN THIS SECTION.

No Advisory or Fiduciary Responsibility .

In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or othermodification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding,that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Loan Parties and their Affiliates, on the one hand, and the Administrative Agent, the Arrangers and theLenders, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemedappropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactionscontemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers and the Lenders each is and has been actingsolely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent orfiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger nor anyLender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except thoseobligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers, the Lenders and theirrespective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respectiveAffiliates, and neither the Administrative Agent, any Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties andtheir respective Affiliates. To the fullest extent permitted by Law, each of the Loan Parties hereby waives and releases any claims that it may haveagainst the Administrative Agent, any Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connectionwith any aspect of any transaction contemplated hereby.

Electronic Execution of Assignments and Certain Other Documents .

The words “delivery,” “execute,” “execution,” “signed,” “signature,” and words of like import in any Loan Document or any other documentexecuted in connection herewith shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formationson electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legaleffect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the casemay be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, theNew York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided thatnotwithstanding anything contained herein to the contrary neither the Administrative Agent nor any Lender is under any obligation to agree to acceptelectronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent or such Lender pursuant to proceduresapproved by it and provided further without limiting the foregoing, upon the request of any party, any electronic signature shall be promptly followed bysuch manually executed counterpart.

USA PATRIOT Act Notice .

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Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender)

hereby notifies the Loan Parties that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26,2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Loan Parties, which information includes the name andaddress of the Loan Parties and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Loan Parties inaccordance with the Act. The Loan Parties shall, promptly following a request by the Administrative Agent or any Lender, provide all documentationand other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “knowyour customer” and anti-money laundering rules and regulations, including the Act and the Beneficial Ownership Regulation.

Acknowledgment and Consent to Bail-In of EEAAffected Financial Institutions .

Notwithstanding anything to the contrary in any CreditLoan Document or in any other agreement, arrangement or understanding among anysuch parties, each party hereto acknowledges that any liability of any Lender or the L/C Issuer that is an EEAAffected Financial Institution arising underany CreditLoan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEAthe applicableResolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by an EEAthe applicable Resolution Authority to any suchliabilities arising hereunder which may be payable to it by any Lender or the L/C Issuer that is an EEAAffected Financial Institution; and

(b) the effects of any Bail-In Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in suchEEAAffected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferredon it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any suchliability under this Agreement or any other CreditLoan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversionpowers of any EEAthe applicable Resolution Authority.

AcknowledgementAcknowledgment Regarding Any Supported QFCs .

To the extent that the Loan Documents provide support, through a guarantee or otherwise, for any Swap Contract or any other agreement orinstrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties acknowledge and agree as followswith respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”)in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and anySupported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the UnitedStates):

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In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S.

Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or undersuch Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from suchCovered Party will be effective to the same extent as the transfer would be effective under such U.S. Special Resolution Regime if the Supported QFCand such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of theUnited States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special ResolutionRegime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercisedagainst such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under such U.S. SpecialResolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States.Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in noevent affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

[SIGNATURE PAGES OMITTED]

111CHAR1\1710066v1CHAR1\1710066v6

Exhibit 21.1

LIST OF SUBSIDIARIES OF BGC PARTNERS, INC. ENTITY NAMES DOMESTIC JURISDICTION

12TH STREET CAPITAL, LLC DELAWARE

ABC INSURANCE SERVICES LIMITED UNITED KINGDOM

AMEEFI SERVICES, INC. DELAWARE

AMEREX BROKERS LLC DELAWARE

AMPEX ENERGY, LLC DELAWARE

AQUA SECURITIES HOLDINGS, LLC DELAWARE

AQUA SECURITIES, L.P. DELAWARE

AQUA SOFTWARE, LLC DELAWARE

AUREL BGC FRANCE

BESSO (ASIA PACIFIC) LIMITED HONG KONG

BESSO AFFINITY GROUPS LIMITED UNITED KINGDOM

BESSO CYPRUS B.V. NETHERLANDS

BESSO ESOP TRUSTEE LIMITED UNITED KINGDOM

BESSO GRIMME INSURANCE BROKERSGMBH GERMANY

BESSO INSURANCE GROUP LIMITED UNITED KINGDOM

BESSO INSURANCE SERVICES LIMITED UNITED KINGDOM

BESSO INTERNATIONAL (RE) LIMITED UNITED KINGDOM

BESSO INTERNATIONAL SPECIE LIMITED UNITED KINGDOM

BESSO LIMITED UNITED KINGDOM

BESSO LLP UNITED KINGDOM

BESSO MARINE LIMITED UNITED KINGDOM

BESSO OPERATIONAL SUPPORT SERVICES LIMITED UNITED KINGDOM

BESSO PARTNERS LIMITED UNITED KINGDOM

BESSO RE (MIDDLE EAST) LIMITED DUBAI

BESSO RE BRASIL CORRETORA DE RESSEGUROS LTDA BRAZIL

BESSO RE LIMITED UNITED KINGDOM

BESSO RISK SOLUTIONS LTD UNITED KINGDOM

BESSO SIGORTA VE REASURANS BROKERLIGI LTD TURKEY

BESSO SPECIAL GROUPS LIMITED UNITED KINGDOM

BESSO TRANSPORTATION LIMITED UNITED KINGDOM

BGC BRAZIL HOLDINGS LIMITADA BRAZIL

BGC BRAZIL HOLDINGS, LLC DELAWARE

BGC BROKERS GP LIMITED UNITED KINGDOM

BGC BROKERS HOLDINGS, L.P. DELAWARE

BGC BROKERS HOLDINGS, LLC DELAWARE

BGC BROKERS INVESTMENT, L.P. DELAWARE

BGC BROKERS L.P. UNITED KINGDOM

BGC BROKERS US HOLDINGS, LLC DELAWARE

BGC BROKERS US, L.P. DELAWARE

BGC CANADA SECURITIES COMPANY CANADA (NOVA SCOTIA)

BGC CANADA SECURITIES COMPANY HOLDINGS, L.P. DELAWARE

BGC CAPITAL MARKETS (HONG KONG) LIMITED HONG KONG

BGC CAPITAL MARKETS (JAPAN) LLC DELAWARE

BGC CAPITAL MARKETS (SWITZERLAND) LLC DELAWARE

BGC CAPITAL MARKETS AND FOREIGN EXCHANGE BROKER (KOREA) LIMITED SOUTH KOREA

BGC CAPITAL MARKETS, L.P. DELAWARE

BGC CAYMAN ISLANDS HOLDINGS I LIMITED CAYMAN ISLANDS

BGC CHINA HOLDINGS, LLC DELAWARE

BGC CHINA, L.P. DELAWARE

BGC COMMERCIAL REAL ESTATE HOLDINGS, LLC DELAWARE

BGC DERIVATIVE MARKETS HOLDINGS, LLC DELAWARE

BGC DERIVATIVE MARKETS, L.P. DELAWARE

BGC ENVIRONMENTAL BROKERAGE SERVICES HOLDINGS, LLC DELAWARE

BGC ENVIRONMENTAL BROKERAGE SERVICES, L.P. DELAWARE

BGC EPSILON FINANCING, LLC DELAWARE

BGC EPSILON HOLDINGS, LLC DELAWARE

BGC EUROPEAN GP LIMITED UNITED KINGDOM

BGC EUROPEAN HOLDINGS, L.P. UNITED KINGDOM

BGC FINANCIAL GROUP, INC. DELAWARE

BGC FINANCIAL, L.P. DELAWARE

BGC FRANCE HOLDINGS FRANCE

BGC GLOBAL HOLDINGS GP LIMITED CAYMAN ISLANDS

BGC GLOBAL HOLDINGS, L.P. CAYMAN ISLANDS

BGC GLOBAL LIMITED UNITED KINGDOM

BGC GP LIMITED UNITED KINGDOM

BGC GP, LLC DELAWARE

BGC HCMC HOLDINGS, LLC DELAWARE

BGC HOLDINGS (TURKEY), LLC DELAWARE

BGC HOLDINGS II, LLC DELAWARE

BGC HOLDINGS U.S., INC. DELAWARE

BGC HOLDINGS, L.P. DELAWARE

BGC HOLDINGS, LLC DELAWARE

BGC INFORMATION HOLDINGS, LLC DELAWARE

BGC INFORMATION, L.P. DELAWARE

BGC INSURANCE SERVICES (BERMUDA) LIMITED BERMUDA

BGC INTERNATIONAL UNITED KINGDOM

BGC INTERNATIONAL GP LIMITED UNITED KINGDOM

BGC INTERNATIONAL HOLDINGS, L.P. DELAWARE

BGC INTERNATIONAL, L.P. UNITED KINGDOM

BGC LIQUIDEZ DISTRIBUIDORA DE TITULOS E VALORES MOBILIARIOS LTDA. BRAZIL

BGC M LIMITED PARTNERSHIP UNITED KINGDOM

BGC MARKET DATA HOLDINGS, LLC DELAWARE

BGC MARKET DATA, L.P. DELAWARE

BGC MEXICO HOLDINGS, S. DE R.L. de C.V. MEXICO

BGC MEXICO R.E. HOLDINGS, LLC DELAWARE

BGC MEXICO R.E. HOLDINGS, S. de R.L. de C.V. MEXICO

BGC NOTES, LLC NEW YORK

BGC PARTNERS (AUSTRALIA) PTY LIMITED AUSTRALIA

BGC PARTNERS (SINGAPORE) LIMITED SINGAPORE

BGC PARTNERS CIS LLC RUSSIA

BGC PARTNERS MENKUL DEGERLER A.S. TURKEY

BGC PARTNERS, INC. DELAWARE

BGC PARTNERS, L.P. DELAWARE

BGC POTEN & PARTNERS HOLDINGS, LLC DELAWARE

BGC RADIX ENERGY L.P. DELAWARE

BGC REAL ESTATE, LLC DELAWARE

BGC REMATE HOLDINGS, LLC DELAWARE

BGC SA FINANCIAL BROKERS (PTY) LIMITED SOUTH AFRICA

BGC SECURITIES (AUSTRALIA) PTY LIMITED AUSTRALIA

BGC SECURITIES (HONG KONG) LLC DELAWARE

BGC SECURITIES (SINGAPORE) LIMITED SINGAPORE

BGC SECURITIES SARL SWITZERLAND

BGC SERVICES (HOLDINGS) LLP UNITED KINGDOM

BGC SHOKEN KAISHA LIMITED DELAWARE

BGC SUNRISE HOLDINGS, L.P. DELAWARE

BGC TECHNOLOGY (HONG KONG) HOLDINGS I, INC. DELAWARE

BGC TECHNOLOGY (HONG KONG) HOLDINGS II, INC. DELAWARE

BGC TECHNOLOGY (HONG KONG) HOLDINGS III, LLC DELAWARE

BGC TECHNOLOGY (HONG KONG) LIMITED HONG KONG

BGC TECHNOLOGY (JAPAN) LIMITED JAPAN

BGC TECHNOLOGY BROKERAGE HOLDINGS, LLC DELAWARE

BGC TECHNOLOGY BROKERAGE, L.P. DELAWARE

BGC TECHNOLOGY ELX HOLDINGS, L.P. DELAWARE

BGC TECHNOLOGY ELX HOLDINGS, LLC DELAWARE

BGC TECHNOLOGY INTERNATIONAL LIMITED UNITED KINGDOM

BGC TECHNOLOGY MARKETS HOLDINGS, LLC DELAWARE

BGC TECHNOLOGY MARKETS, L.P. DELAWARE

BGC TECHNOLOGY SUPPORT SERVICES LIMITED UNITED KINGDOM

BGC TECHNOLOGY, LLC DELAWARE

BGC TRADING HOLDINGS, LLC DELAWARE

BGC USA HOLDINGS, LLC DELAWARE

BGC USA, L.P. DELAWARE

BGCBI, LLC DELAWARE

BGCCMHK HOLDINGS II, LLC DELAWARE

BGCCMHK HOLDINGS, LLC DELAWARE

BGCCMLP HOLDINGS, LLC DELAWARE

BGCF HOLDINGS, LLC DELAWARE

BGCIHLP, LLC DELAWARE

BGCM GP LIMITED UNITED KINGDOM

BGCP II, INC. DELAWARE

BGCSHLLP HOLDINGS LIMITED UNITED KINGDOM

BRAINS INC LIMITED UNITED KINGDOM

BROKERSLINK AG SWITZERLAND

BROKERSLINK MANAGEMENT AG SWITZERLAND

CANTOR FITZGERALD (PROPRIETARY) LIMITED SOUTH AFRICA

CENTURY CHARTERING (U.K.) LIMITED UNITED KINGDOM

CGSC HOLDINGS (AUSTRALIA) PTY LTD. AUSTRALIA

CHART TRADING DEVELOPMENT, LLC TEXAS

CONTRACT COMPLETION COMPANY LTD UNITED KINGDOM

COOPER GAY (AUSTRALIA) PTY LTD AUSTRALIA

COOPER GAY (FRANCE) SAS FRANCE

COOPER GAY CAYMAN LTD. CAYMAN ISLANDS

COOPER GAY SA BELGIUM

CREDITORS COLLECTIONS, LLC DELAWARE

D'VEGA LIMITED UNITED KINGDOM

eAB HOLDINGS, LLC DELAWARE

EAGLE WEST LIMITED UNITED KINGDOM

ED BROKING (2016) LIMITED UNITED KINGDOM

ED BROKING (ASIA) PTE LIMITED SINGAPORE

ED BROKING (BERMUDA) LIMITED INCORPORATED BERMUDA

ED BROKING (HONG KONG) LIMITED HONG KONG

ED BROKING (MENA) LIMITED UNITED ARAB EMIRATES

ED BROKING (UK) LIMITED UNITED KINGDOM

ED BROKING GROUP LIMITED UNITED KINGDOM

ED BROKING HOLDINGS (2016) LTD. UNITED KINGDOM

ED BROKING HOLDINGS (LONDON) LIMITED UNITED KINGDOM

ED BROKING HOLDINGS LLP UNITED KINGDOM

ED BROKING HOLDINGS, INC. FLORIDA

ED BROKING LLP UNITED KINGDOM

ED BROKING MIAMI INC. FLORIDA

EDGA INTERNATIONAL LIMTED UNITED KINGDOM

ELX FUTURES HOLDINGS, LLC DELAWARE

ELX FUTURES, L.P. DELAWARE

EMBONDS INC. NEW YORK

EMERGING MARKETS BOND EXCHANGE LIMITED UNITED KINGDOM

EPSILON INSURANCE BROKING SERVICES PTY LTD. AUSTRALIA

ESX CLEARING HOLDINGS, LLC DELAWARE

ESX CLEARING, L.P. DELAWARE

EURO BROKERS (SWITZERLAND) S.A. SWITZERLAND

EURO BROKERS CANADA LIMITED CANADA

EURO BROKERS MEXICO S.A. de C.V. MEXICO

FENICS EXECUTION, LLC NEW YORK

FENICS FX, LLC DELAWARE

FENICS GO HOLDINGS LIMITED UNITED KINGDOM

FENICS LIMITED UNITED KINGDOM

FENICS PARTNERS, LLC DELAWARE

FENICS SECURIITES (SINGAPORE) PTE LIMITED SINGAPORE

FENICS SECURITIES (AUSTRALIA) PTY LIMITED AUSTRALIA

FENICS SECURITIES (HONG KONG) LIMITED HONG KONG

FENICS SERVICES GP, LLC DELAWARE

FENICS SOFTWARE INC. DELAWARE

FENICS SOFTWARE LIMITED UNITED KINGDOM

FENICS TECHNOLOGY (SINGAPORE) PTE LIMITED SINGAPORE

FENICS TECHNOLOGY (SINGAPORE) PTE LIMITED SINGAPORE

FENICS TECHNOLOGY MARKETS, LLC DELAWARE

FHLP HOLDINGS, LLC DELAWARE

FHLP, L.P. DELAWARE

FREEDOM INTERNATIONAL BROKERAGE COMPANY CANADA

FREEDOM INTERNATIONAL HOLDING, L.P. DELAWARE

GFI (HK) BROKERS LIMITED HONG KONG

GFI (HK) SECURITIES L.L.C. NEW YORK

GFI ADVISORY (CHINA) CO. LIMITED CHINA

GFI AFRICAN MONEY BROKERS (PTY) LTD SOUTH AFRICA

GFI ASIA HOLDINGS PTE. LTD SINGAPORE

GFI ASIA PARTNERS PTE. LTD SINGAPORE

GFI AUSTRALIA PTY LIMITED AUSTRALIA

GFI BERMUDA LTD. BERMUDA

GFI BROKERS (CHILE) AGENTE DE VALORES SPA CHILE

GFI BROKERS LIMITED UNITED KINGDOM

GFI DEL PERU S.A.C. PERU

GFI DEL PERU S.A.C. PERU

GFI EMEA HOLDINGS LIMITED UNITED KINGDOM

GFI EXCHANGE COLOMBIA S.A. COLOMBIA

GFI FINANCE SARL LUXEMBOURG

GFI FUTURES EXCHANGE LLC DELAWARE

GFI GROUP (PHILIPPINES) INC. PHILIPPINES

GFI GROUP DO BRASIL CONSULTORIA LTDA BRAZIL

GFI GROUP DO BRASIL CONSULTORIA LTDA BRAZIL

GFI GROUP INC. DELAWARE

GFI GROUP LLC NEW YORK

GFI GROUP MEXICO S.A. DE C.V. MEXICO

GFI GROUP MEXICO S.A. DE C.V. MEXICO

GFI GROUP PTE LIMITED SINGAPORE

GFI HOLDINGS LIMITED UNITED KINGDOM

GFI INTERNATIONAL AND CAPITAL MARKET BROKERS (PTY) LIMITED SOUTH AFRICA

GFI INTERNATIONAL HOLDINGS LP UNITED KINGDOM

GFI KOREA MONEY BROKERAGE LIMITED KOREA

GFI MARKETS INVESTMENTS LIMITED UNITED KINGDOM

GFI MARKETS LIMITED UNITED KINGDOM

GFI MARKETS LLC DELAWARE

GFI NEWGATE LIMITED UNITED KINGDOM

GFI SECURITIES (SA) (PROPRIETARY) LIMITED SOUTH AFRICA

GFI SECURITIES COLOMBIA S.A. COLOMBIA

GFI SECURITIES HOLDINGS (PTY) LIMITED SOUTH AFRICA

GFI SECURITIES LIMITED UNITED KINGDOM

GFI SECURITIES LLC NEW YORK

GFI SECURITIES NYON SARL SWITZERLAND

GFI SECURITIES S.A. ARGENTINA

GFI SERVICIOS CORPORATIVOS, S.A. DE C.V. MEXICO

GFI SOUTH AFRICA (PTY) LTD SOUTH AFRICA

GFI SWAPS EXCHANGE LLC DELAWARE

GFI UK HOLDING LIMITED PARTNERSHIP UNITED KINGDOM

GFINET EUROPE LIMITED UNITED KINGDOM

GFINET HOLDINGS INC. DELAWARE

GFINET INC. DELAWARE

GFINET UK LIMITED UNITED KINGDOM

GFIX LLC DELAWARE

GINGA GLOBAL MARKETS PTE LTD SINGAPORE

GINGA PETROLEUM (SINGAPORE) PTE LTD SINGAPORE

GLADSTONE UNDERWRITING AGENCY LIMITED UNITED KINGDOM

GLOBE UNDERWRITING LIMITED UNITED KINGDOM

GM CAPITAL MARKETS LIMITED UNITED KINGDOM

GOSEAS HOLDINGS LTD CYPRUS

GUNTHER LUBSEN GMBH GERMANY

GWMJ LIMITED UNITED KINGDOM

H. BERNSTEIN INSURANCE BROKERS LIMITED UNITED KINGDOM

HARLEQUIN INSURANCE PCC LIMITED GUERNSEY

JADESTONE CONSULTANTS LIMITED CYPRUS

JOBRIDGE HOLDINGS LTD CYPRUS

JPI MERGER SUB 1, INC. (DISSOLVE? ASK CAROLINE) DELAWARE

JPI MERGER SUB 2, LLC (DISSOLVE? ASK CAROLINE) DELAWARE

JPI MERGER SUB 3, INC. (DISSOLVE? ASK CAROLINE) DELAWARE

JUNGE & CO VERSICHERUNGSMAKLER GMBH GERMANY

JUNGE VERSICHERUNGSMAKLER HOLDING GMBH GERMANY

KALAHARI LIMITED UNITED KINGDOM

KYTE CAPITAL MANAGEMENT LIMITED UNITED KINGDOM

KYTE FUND MANAGEMENT (UK) LIMITED UNITED KINGDOM

LEVEL 3 ENERGY MANAGEMENT LLC TEXAS

LFI HOLDINGS, LLC DELAWARE

LUCERA (UK) LIMITED UNITED KINGDOM

LUCERA FINANCIAL INFRASTRUCTURES, LLC DELAWARE

LUCERA INFRASTRUCTURES, LLC DELAWARE

LUCERA SERVICES, LLC DELAWARE

MARATHON GLOBAL LIMITED UNITED KINGDOM

MARINE BROKING LLP UNITED KINGDOM

MARTIN BROKERS GROUP LIMITED UNITED KINGDOM

MAXCOR FOUNDATION INC. NEW YORK

MERLIN ADVISORS, LLC DELAWARE

MINT BROKERS NEW YORK

MINT BROKERS HOLDINGS I, LLC DELAWARE

MINT BROKERS HOLDINGS II, LLC DELAWARE

NEUTRAL BAY INVESTMENTS LIMITED UNITED KINGDOM

NMB BEIJING CONSULTING COMPANY LIMITED CHINA

OPTEX GROUP LIMITED UNITED KINGDOM

PATERSON MARTIN LIMITED UNITED KINGDOM

PERIMETER MARKETS, INC. CANADA (ONTARIO)

PIIQ RISK PARTNERS INC DELAWARE

PIIQ RISK PARTNERS LIMITED UNITED KINGDOM

POTEN & PARTNERS (AUSTRALIA) PTY. LTD. AUSTRALIA

POTEN & PARTNERS (HELLAS) LTD. BRITISH VIRGIN ISLANDS

POTEN & PARTNERS (SPAIN) SL SPAIN (MADRID)

POTEN & PARTNERS (UK) LTD. UNITED KINGDOM

POTEN & PARTNERS Denmark ApS DENMARK

POTEN & PARTNERS GROUP, INC. DELAWARE

POTEN & PARTNERS HOLDINGS, LLC DELWARE

POTEN & PARTNERS LTD. BERMUDA

POTEN & PARTNERS PTE. LTD. SINGAPORE

POTEN & PARTNERS, INC. DELAWARE

POTEN & PARTNERS, LLC DELAWARE

POTEN CAPITAL SERVICES (UK) LTD. UNITED KINGDOM

POTEN CAPITAL SERVICES, LLC DELAWARE

POTEN PLURAL PARTICIPACOS SERVICOS E CORRETAGEM DE CARGA MARITIMA E MERCADORIASLTDA

BRAZIL

REMATE (USA), INC. NEW YORK

REMATE LINCE, S.A.P.I. de C.V. MEXICO

RMT EMPLOYMENT SERVICES HOLDINGS I, LLC DELAWARE

RMT EMPLOYMENT SERVICES HOLDINGS II, LLC DELAWARE

RMT EMPLOYMENT SERVICES, S. DE R.L. de C.V. MEXICO

SBL SUNRISE BROKERS LIMITED CYPRUS

SEMINOLE CAPITAL MARKETS, L.P. DELAWARE

SEMINOLE FINANCIAL LIMITED UNITED KINGDOM

SISTEMAS VAR MEXICO

STERLING BROKERS LIMITED UNITED KINGDOM

STERLING INSURANCE BROKERS PTY LIMITED AUSTRALIA

STERLING INTERNATIONAL BROKERS LIMITED UNITED KINGDOM

SUNRISE BROKERS (HONG KONG) LTD HONG KONG

SUNRISE BROKERS LLC DELAWARE

SUNRISE BROKERS LLP UNITED KINGDOM

SUNRISE GLOBAL BROKERS LIMITED UNITED KINGDOM

THE EURO BROKERS RELIEF FUND, INC. NEW YORK

TOWER BRIDGE (ONE) LIMITED UNITED KINGDOM

TOWER BRIDGE GP LIMITED UNITED KINGDOM

TOWER BRIDGE INTERNATIONAL SERVICES L.P. UNITED KINGDOM

TRADESOFT TECHNOLOGIES, INC. DELAWARE

TRADESPARK, L.P. DELAWARE

TREASURYCONNECT LLC DELAWARE

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

(1) Registration Statement (Form S-4 No. 333-169232) of BGC Partners, Inc.,

(2) Registration Statement (Form S-3 No. 333-167953) of BGC Partners, Inc.,

(3) Registration Statement (Form S-3 No. 333-173109) of BGC Partners, Inc.,

(4) Registration Statement (Form S-3 No. 333-175034) of BGC Partners, Inc.,

(5) Registration Statement (Form S-3 No. 333-180391) of BGC Partners, Inc.,

(6) Registration Statement (Form S-3 No. 333-187875) of BGC Partners, Inc.,

(7) Registration Statement (Form S-8 No. 333-189179) of BGC Partners, Inc.,

(8) Registration Statement (Form S-8 No. 333-196708) of BGC Partners, Inc.,

(9) Registration Statement (Form S-3 No. 333-196999) of BGC Partners, Inc.,

(10) Registration Statement (Form S-3 No. 333-204980) of BGC Partners, Inc.,

(11) Registration Statement (Form S-8 No. 333-207257) of BGC Partners, Inc.,

(12) Registration Statement (Form S-3 No. 333-208967) of BGC Partners, Inc.,

(13) Registration Statement (Form S-8 No. 333-213165) of BGC Partners, Inc.,

(14) Registration Statement (Form S-3 No. 333-214772) of BGC Partners, Inc.,

(15) Registration Statement (Form S-3 No. 333-223550) of BGC Partners, Inc.,

(16) Registration Statement (Form S-4 No. 333-226445) of BGC Partners, Inc.,

(17) Registration Statement (Form S-3 No. 333-227395) of BGC Partners, Inc.,

(18) Registration Statement (Form S-4 No. 333-233761) of BGC Partners, Inc,

(19) Registration Statement (Form S-4 No. 333-234176) of BGC Partners, Inc, and

(20) Registration Statement (Form S-3 No. 333-235533) of BGC Partners, Inc,

of our reports dated February 28, 2020, with respect to the consolidated financial statements and schedule of BGC Partners, Inc. and the effectiveness of internal control overfinancial reporting of BGC Partners, Inc. included in this Annual Report (Form 10-K) of BGC Partners, Inc. for the year ended December 31, 2019.

/s/ Ernst & Young LLP

New York, New YorkFebruary 28, 2020

Exhibit 31.1

CERTIFICATION

I, Howard W. Lutnick, certify that:

1. I have reviewed this annual report on Form 10-K of BGC Partners, Inc. for the year ended December 31, 2019 as filed with the Securities and Exchange Commission on thedate hereof;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition,results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material informationrelating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report isbeing prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accountingprinciples;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of this disclosurecontrols and procedures as of the end of the period covered by this annual report based on such evaluation; and

d. Disclosed in this annual report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (theregistrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control overfinancial reporting.

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors andthe Audit Committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect theregistrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ HOWARD W. LUTNICKHoward W. Lutnick

Chairman of the Board and Chief Executive Officer

Date: February 28, 2020

Exhibit 31.2

CERTIFICATION

I, Steven Bisgay, certify that:

1. I have reviewed this annual report on Form 10-K of BGC Partners, Inc. for the year ended December 31, 2019 as filed with the Securities and Exchange Commission on thedate hereof;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition,results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material informationrelating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report isbeing prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accountingprinciples;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of this disclosurecontrols and procedures as of the end of the period covered by this annual report based on such evaluation; and

d. Disclosed in this annual report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (theregistrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control overfinancial reporting.

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors andthe Audit Committee of registrant’s Board of Directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect theregistrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ STEVEN BISGAYSteven Bisgay

Chief Financial Officer

Date: February 28, 2020

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TO SECTION 906OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of BGC Partners, Inc., a Delaware corporation (the “Company”), on Form 10-K for the period ended December 31, 2019 as filedwith the Securities and Exchange Commission on the date hereof, each of Howard W. Lutnick, Chairman of the Board and Chief Executive Officer of the Company, and StevenBisgay, Chief Financial Officer of the Company, certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to hisknowledge:

(1) The Form 10-K fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ HOWARD W. LUTNICK /s/ STEVEN BISGAYName: Howard W. Lutnick Name: Steven BisgayTitle: Chairman of the Board and Chief Executive Officer Title: Chief Financial Officer

Date: February 28, 2020