TAX RECEIVABLE AGREEMENT

Exhibit 10.7

EXECUTION VERSION

TAX RECEIVABLE AGREEMENT

This TAX RECEIVABLE AGREEMENT (this “Agreement” ), dated as of March 31, 2008 by and among Cantor Fitzgerald, L.P., a Delaware limited partnership ( “Cantor” ), and BGC Partners, LLC, a Delaware limited liability company ( “BGC Partners” ).

WHEREAS, on March 31, 2008, Cantor, BGC Partners, Inc., BGC Partners, L.P., a Delaware limited partnership ( “U.S. Opco” ), BGC Global Holdings, L.P., a Cayman Islands exempted limited partnership ( “Global Opco,” and, together with U.S. Opco, the “Operating Companies” ) and BGC Holdings, L.P., a Delaware limited partnership ( “BGC Holdings” ), entered into that certain Separation Agreement, dated as of March 31, 2008 (the “Separation Agreement” ), pursuant to which, among other things, Cantor has agreed to separate the Inter-Dealer Brokerage Business, the Market Data Business and the Fulfillment Business (each as defined in the Separation Agreement and together, the “BGC Businesses” ) from the remainder of the businesses of Cantor by contributing the BGC Businesses to BGC Partners and its applicable Subsidiaries, including U.S. Opco and Global Opco, in the manner and on the terms and conditions set forth in the Separation Agreement (the “Separation” );

WHEREAS, on May 29, 2007, eSpeed, Inc. ( “eSpeed” ), BGC Partners, Inc., Cantor, U.S. Opco, Global Opco and BGC Holdings entered into an Agreement and Plan of Merger, dated as of May 29, 2007, as amended as of November 5, 2007 and February 1, 2008 (as amended, the “Merger Agreement” ), pursuant to which BGC Partners will be merged with and into eSpeed, with eSpeed surviving the merger and being renamed “BGC Partners, Inc.” (the “Combined Company” );

WHEREAS, in connection with the Separation, Cantor will receive exchangeable limited partnership interests in BGC Holdings (together with any Interests (as defined in the BGC Holdings LPA) that are exchangeable pursuant to Section 8.01 of the BGC Holdings LPA, the “Exchangeable Interests” ), which Exchangeable Interests will be exchangeable with the Combined Company for Class B common stock, par value $0.01 per share, of the Combined Company ( “Combined Company Class B common stock” ) (or, at Cantor’s option or if there are no additional authorized but unissued shares of Combined Company Class B common stock, Class A common stock, par value $0.01 per share, of the Combined Company ( “Combined Company Class A common stock” )) on a one-for-one basis (subject to customary anti-dilution adjustments) (such an exchange, an “Exchange” );

WHEREAS, exchanges shall be effected pursuant to Section 8.01 of the Amended and Restated Limited Partnership Agreement of BGC Holdings via the transfer by an Exchangeable Holder (as defined herein) of Exchangeable Interests to BGC Corporation (as defined below) in transactions that may result in the recognition of gain or loss for U.S. Federal income tax purposes by such Exchangeable Holder (each, a “Taxable Exchange” ), as described herein;

WHEREAS, each of BGC Holdings, U.S. Opco and Global Opco intends to have in effect an election under Section 754 of the Internal Revenue Code of 1986, as amended (the

“Code” ), for each Taxable Year (as defined below) in which any Taxable Exchange occurs, which election may result in an adjustment to BGC Corporation’s share of the tax basis of the tangible and intangible assets owned by U.S. Opco and Global Opco as of the date of any such Taxable Exchange;

WHEREAS, the income, gain, loss, expense and other Tax (as defined herein) items of BGC Corporation may be affected by the Basis Adjustment (as defined herein) and the Imputed Interest (as defined herein); and

WHEREAS, the parties to this Agreement desire to make certain arrangements with respect to the effect of the Basis Adjustment and Imputed Interest on the actual liability for Covered Taxes (as defined herein) of BGC Corporation.

NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth herein, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01. Definitions . As used in this Agreement, the terms set forth in this Article I shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined).

“Accounting Firm” means, as of any time, the accounting firm that prepares the audited financial statements of BGC Corporation.

“Agreed Rate” means LIBOR plus 200 basis points.

“Agreement” is defined in the preamble.

“Audit Committee” means the audit committee of BGC Partners (if prior to the merger) and the audit committee of the Combined Company (if after the merger).

“Basis Adjustment” means the increase or decrease to the tax basis of any of the Operating Companies’ tangible or intangible assets with respect to BGC Corporation under Sections 743(b) and 754 of the Code and the comparable sections of U.S. state and local income and franchise Tax law as a result of any Taxable Exchange. To the extent permitted by law, any amount paid pursuant to this Agreement shall be taken into account in computing such Basis Adjustments. For the avoidance of doubt, payments under this Agreement shall not be treated as resulting in a Basis Adjustment to the extent such payments are treated as Imputed Interest.

“BGC Businesses” is defined in the recitals.

“BGC Corporation” means BGC Partners (if prior to the merger) and the Combined Company (if after the merger).

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“BGC Corporation Payment” is defined in Section 6.01 of this Agreement.

“BGC Holdings” is defined in the recitals.

“BGC Holdings LPA” means the Amended and Restated Limited Partnership Agreement of BGC Holdings, amended and restated as of March 31, 2008.

“BGC Partners” is defined in the preamble.

“BGC Partners Group” means BGC Partners and its Subsidiaries (other than BGC Holdings and its Subsidiaries, U.S. Opco and its Subsidiaries and Global Opco and its Subsidiaries).

“Business Day” means any calendar day that is not a Saturday, Sunday or other calendar day on which banks are required or authorized to be closed in the City of New York.

“Cantor” is defined in the preamble.

“Cantor Company” means any member of the Cantor Group.

“Cantor Group” means Cantor and its Subsidiaries (other than BGC Holdings and its Subsidiaries or any member of the BGC Partners Group).

“Change Notice” is defined in Section 4.01 of this Agreement.

“Code” is defined in the recitals.

“Combined Company” is defined in the recitals.

“Combined Company Class A common stock” is defined in the recitals.

“Combined Company Class B common stock” is defined in the recitals.

“Covered Taxable Year” means any Taxable Year of BGC Corporation ending after the Closing Date (as defined in the Merger Agreement) and on or before the end of the first Taxable Year ending after all Exchangeable Interests have been transferred to BGC Corporation and in which all related Tax benefits have either been utilized or have expired.

“Covered Tax Benefits” for any Covered Taxable Year means 85% of the Realized Tax Benefits (defined below).

“Covered Tax Detriments” for any Covered Taxable Year means 85% of the Realized Tax Detriment (defined below).

“Covered Taxes” means U.S. Federal Income Taxes and U.S. state and local income and franchise Taxes.

“Determination” shall have the meaning ascribed to such term in Section 1313(a) of the Code or similar provision of state or local income or franchise Tax law, as applicable;

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provided , however that such term shall be deemed to include any settlement as to which Cantor has consented pursuant to Section 7.01.

“Early Termination Notice” is defined in Section 5.02 of this Agreement.

“Early Termination Payment” is defined in Section 5.01 of this Agreement.

“Escrow Agent” is defined in Section 3.01(a) of this Agreement.

“eSpeed” is defined in the recitals.

“Exchange” is defined in the recitals.

“Exchange Assets” means the assets owned by the Operating Companies as of an applicable Exchange Date (and any asset whose tax basis is determined, in whole or in part, by reference to the adjusted basis of any such asset).

“Exchange Date” means the date on which a Taxable Exchange is effected.

“Exchangeable Holder” means (a) Cantor, (b) any Cantor Company that holds an Exchangeable Interest and that has not ceased to hold such Exchangeable Interest, (c) any Person to whom a Cantor Company has transferred an Exchangeable Interest and, prior to or at the time of such Transfer, whom Cantor has agreed shall be designated as an Exchangeable Limited Partner for purposes of the BGC Holdings LPA and (d) any other Person whose Interests become exchangeable pursuant to Section 8.01 of the BGC Holdings LPA.

“Exchangeable Interests” is defined in the recitals.

“Federal Income Tax” means any tax imposed under Subtitle A of the Code or any other provision of U.S. Federal income tax law (including, without limitation, the taxes imposed by Sections 11, 55, 59A, 881, 882, 884 and 1201(a) of the Code), and any interest, additions to tax or penalties applicable or related to such tax.

“Global Opco” is defined in the recitals.

“Governmental Entity” means any federal, state, local, provincial or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, whether domestic or foreign.

“Hypothetical Tax Liability” means, with respect to any Covered Taxable Year, the liability for Covered Taxes of BGC Corporation using the same methods, elections, conventions and similar practices used on BGC Corporation’s actual Tax Returns but without regard to any depreciation or amortization deductions attributable to any Basis Adjustment (and without regard to amounts that effectively reduce depreciation or amortization deductions or create ordinary income by reason of a negative adjustment under Section 743) or Imputed Interest that were taken into account in computing the actual liability for Covered Taxes of BGC Corporation for such Covered Taxable Year.

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“Imputed Interest” shall mean any interest imputed under Section 1272, 1274 or 483 or other provision of the Code (or any successor U.S. Federal income tax statute) and the similar section of the applicable U.S. state or local income or franchise Tax law with respect to BGC Corporation’s payment obligations under this Agreement.

“IRS” means the U.S. Internal Revenue Service.

“LIBOR” means, for each month (or portion thereof) during any period, an interest rate per annum equal to the rate per annum reported, on the date two days prior to the first day of such month, on the Telerate Page 3750 (or if such screen shall cease to be publicly available, as reported on Reuters Screen page “LIBO” or by any other publicly available source of such market rate) for London interbank offered rates for U.S. dollar deposits for such month (or portion thereof).

“Merger Agreement” is defined in the recitals.

“Operating Assets” is defined in the recitals.

“Operating Companies” is defined in the recitals.

“Person” means and includes any individual, firm, corporation, partnership (including, without limitation, any limited, general or limited liability partnership), company, limited liability company, trust, joint venture, association, joint stock company, unincorporated organization or similar entity or Governmental Entity.

“Proceeding” is defined in Section 8.08 of this Agreement.

“Proposed Early Termination Payment” is defined in Section 5.02 of this Agreement.

“Realized Tax Benefit” means, for a Covered Taxable Year, the excess, if any of the Hypothetical Tax Liability for such Covered Taxable Year over the actual liability for Covered Taxes of BGC Corporation for such Covered Taxable Year. To the extent permitted by law, any amount paid pursuant to this Agreement shall be taken into account in computing the Realized Tax Benefit.

“Realized Tax Detriment” means, for a Covered Taxable Year, the excess, if any, of the actual liability for Covered Taxes of BGC Corporation for such Covered Taxable Year over the Hypothetical Tax Liability for such Covered Taxable Year.

“Reconciliation Procedures” shall mean those procedures set forth in Section 8.09 of this Agreement.

“Revised Schedule” is defined in Section 2.01(b).

“Scheduled Termination Date” shall mean the date on which this Agreement would terminate in the absence of an Early Termination Notice (or such other date mutually agreed to by the parties).

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“Senior Obligations” is defined in Section 6.01 of this Agreement.

“Separation” is defined in the recitals.

“Separation Agreement” is defined in the recitals.

“Subsidiary” means, as of the relevant date of determination, with respect to any Person, any corporation or other Person of which 50% or more of the voting power of the outstanding voting equity securities or 50% or more of the outstanding economic equity interest is held, directly or indirectly, by such Person.

“Tax” or “Taxes” means (a) all forms of taxation or duties imposed, or required to be collected or withheld, including, without limitation, charges, together with any related interest, penalties or other additional amounts, (b) liability for the payment of any amount of the type described in the preceding clause (a) as a result of being a member of an affiliated, consolidated, combined or unitary group, and (c) liability for the payment of any amounts as a result of being party to any tax sharing agreement (other than this Agreement) or as a result of any express or implied obligation to indemnify any other person with respect to the payment of any amount described in the immediately preceding clauses (a) or (b) (other than an obligation to indemnify under this Agreement).

“Tax Schedule” is defined in Section 2.01(a).

“Taxable Exchange” is defined in the recitals.

“Taxable Year” means a taxable year as defined in Section 441(b) of the Code or comparable section of U.S. state or local income or franchise Tax law, as applicable (and, therefore, for the avoidance of doubt, may include a period of less than 12 months for which a Tax Return is made).

“Tax Benefit Payment” is defined in Section 3.01(b) of this Agreement.

“Tax Benefit Schedule” is defined in Section 2.03(a) of this Agreement.

“Taxing Authority” means the IRS and any other state, local, foreign or other Governmental Entity responsible for the administration of Taxes.

“Tax Return” means any return, filing, report, questionnaire, information statement or other document required to be filed, including amended returns that may be filed, for any taxable period with any Taxing Authority (whether or not a payment is required to be made with respect to such filing).

“Treasury Regulations” means the final, temporary and proposed regulations under the Code promulgated from time to time (including corresponding provisions of succeeding provisions) as in effect for the relevant taxable period.

“U.S. Opco” is defined in the recitals.

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ARTICLE II

DETERMINATION OF REALIZED TAX BENEFIT OR REALIZED TAX DETRIMENT

SECTION 2.01. (a) Tax Schedule . At least 45 days prior to the due date (including extensions) for the U.S. federal income Tax Return of BGC Corporation for a Covered Taxable Year, BGC Corporation shall provide to Cantor a schedule (the “Tax Schedule” ) showing the computation of the Covered Tax Benefit (if any), the Covered Tax Detriment (if any) and the Tax Benefit Payment (determined in accordance with Section 3.01(b)) (if any) for such Covered Taxable Year, together with work papers providing reasonable detail regarding the computation of such items. BGC Corporation shall allow Cantor reasonable access to the appropriate representatives at BGC Corporation and its Subsidiaries and the Accounting Firm in connection with its review of the Tax Schedule and workpapers. Subject to the other provisions of this Agree