X0306 4 2015-06-05 0001094831 BGC Partners, Inc. BGCP 0001024896 CANTOR FITZGERALD, L. P. 499 PARK AVENUE NEW YORK NY 10022 1 1 Exchange Right 2015-06-05 4 A 0 25359482 A Class B Common Stock, par value $0.01 per share 25359482 25359482 D Right to acquire Class B Common Stock, par value $0.01 per share, upon the exchange of Class A Common Stock, par value $0.01 per share. On June 5, 2015, BGC Partners, Inc. (the "Company") entered into an exchange agreement with Cantor Fitzgerald L.P. ("CFLP") providing CFLP and its managing general partner, CF Group Management, Inc. ("CFGM"), and other Cantor affiliates entitled to hold the Company's Class B Common Stock, par value 0.01 per share (the "Class B Stock"), under the Company's Amended and Restated Certificate of Incorporation (collectively, "Cantor"), 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 the Company's Class A Common Stock, par value $0.01 per share (the "Class A Stock"), now owned or subsequently acquired by Cantor for up to an aggregate of 34,649,693 shares of Class B Stock. (continued in footnote 3) Such shares of Class B Stock, which currently can be acquired by CFLP upon the exchange of exchangeable limited partnership units owned by CFLP in the Company's subsidiary, BGC Holdings, L.P. ("BGC Holdings"), are already included in the Company's fully diluted share count and will not increase CFLP's maximum potential voting power in the common equity of the Company. Under the exchange agreement, CFLP currently has the right to exchange the 25,359,482 shares of Class A Stock currently owned by it (including the 24,042,599 shares of Class A Stock received by CFLP on April 13, 2015 upon the exchange of convertible notes) for the same number of shares of Class B Stock, up to the limit of the then-remaining authorized but issued shares of Class B Stock. (continued in footnote 4) The Company and Cantor have agreed in the exchange agreement that any shares of Class B Stock issued to Cantor in connection with the exchange agreement would be deducted from the aggregate number of shares of Class B Stock that may be issued to Cantor upon exchange of its exchangeable limited partnership units in BGC Holdings so that no more than the currently authorized but unissued 34,649,693 shares of Class B Stock could be issued in the aggregate to Cantor in exchange for Class A Stock or exchangeable limited partnership units. Shares of Class B Stock are convertible on a one-to-one basis, subject to adjustment, for shares of Class A Stock. /s/ Howard W. Lutnick, Chairman, Chief Executive Officer and President, Cantor Fitzgerald, L.P. 2015-06-09