Exhibit 10.31
STOCK PURCHASE
AGREEMENT
This STOCK PURCHASE AGREEMENT is
dated as of June 2, 2008 (this “ Agreement
”), by and between BGC Partners, Inc., a Delaware corporation
(the “ Purchaser ”), and the person named on the
signature page hereto (the “ Seller
”).
RECITALS
WHEREAS, the Seller owns or will own
prior to the Closing (as defined in Section 3) shares of
Class A common stock, par value $0.01 per share, of the
Purchaser (the “ Class A Common Stock ”);
and
WHEREAS, the Purchaser proposes to
effect an underwritten firm commitment public offering of shares of
Class A Common Stock (the “ Offering ”)
pursuant to an Equity Underwriting Agreement (the “
Underwriting Agreement ”) to be entered into by and
among the Purchaser, certain stockholders of the Purchaser,
including Cantor Fitzgerald L.P., and the underwriters listed on
Schedule I to the Underwriting Agreement (the “
Underwriters ”); and
WHEREAS, contingent upon the closing
of the Offering, the Purchaser desires to purchase from the Seller
and the Seller desires to sell to the Purchaser 175,000 shares of
Class A Common Stock (collectively, the “ Shares
,” and individually, a “ Share ”), upon
the terms and subject to the conditions set forth
herein.
NOW, THEREFORE, in consideration of
the foregoing and of the mutual agreements hereinafter set forth,
the Purchaser and the Seller hereby agree as follows:
1.
Purchase of the Shares . Upon the terms and subject to the
conditions of this Agreement, at the Closing, the Purchaser agrees
to purchase from the Seller, and the Seller agrees to sell to the
Purchaser, the Shares, free and clear of any liens, encumbrances,
equities and claims.
2.
Consideration for the Purchase of the Shares . In
consideration for the purchase of the Shares by the Purchaser, the
Purchaser shall pay to the Seller a purchase price per Share equal
to the purchase price per share of Class A Common Stock paid
by the Underwriters to the Purchaser in the Offering. Payment for
the Shares to be purchased hereunder is to be made at or as soon as
practicable following the Closing via check at the address
indicated by the Seller to the Purchaser against the Seller’s
delivery at the Closing of certificates therefor and/or other
evidence (including an executed stock power with a signature
guarantee) of the good and valid transfer of the Shares to the
Purchaser. The Seller agrees that there may be deducted from the
purchase price paid to the Seller for the Shares any applicable
taxes, insurance payment or other similar liability.
3.
Closing . The closing of the purchase and sale of the Shares
(the “ Closing ”) shall be contingent upon, and
shall take place immediately following, the closing of the Offering
pursuant to the Underwriting Agreement.
4. Representations
and Warranties of the Seller . The Seller hereby represents and
warrants to the Purchaser that the statements in this
Section 4 are true, complete and correct in all respects as of
the date hereof and shall be true, complete and correct in all
respects as of the Closing as if made at and as of such time,
except to the extent that any such representation and warranty, by
its terms, is expressly limited to a specific date, in which case,
as of such specific date.
(a) As of the Closing, the Seller
shall (i) have good and valid title to the Shares to be sold
by the Seller to the Purchaser, free and clear of any liens,
encumbrances, equities and claims, and (ii) have full right,
power and authority to effect the sale and delivery of such Shares
to the Purchaser; and upon the delivery of, against payment for,
such Shares pursuant to this Agreement, the Purchaser shall acquire
good and valid title thereto, free and clear of any liens,
encumbrances, equities and claims. There are no outstanding
securities, options, war
