Amendment and Share Conversion Agreement among Cantor Fitzgerald, L.P., Cantor Fitzgerald Securities, and eSpeed, Inc.

Summary

This agreement, dated June 2, 2000, is between Cantor Fitzgerald, L.P., Cantor Fitzgerald Securities, and eSpeed, Inc. It instructs the conversion of certain shares of Class B Common Stock held by Cantor Fitzgerald Securities into Class A Common Stock, in connection with prior subscription and stock purchase agreements. The parties also agree to amend the Stock Purchase Agreement so that the Initial Shares to be sold will be Class A, not Class B, Common Stock. All other terms of the Stock Purchase Agreement remain unchanged.

EX-10.11 4 0004.txt SUBSCRIPTION AGREEMENT EXHIBIT 10.11 Cantor Fitzgerald, L.P. Cantor Fitzgerald Securities One World Trade Center New York, New York 10048 June 2, 2000 eSpeed, Inc. One World Trade Center New York, New York 10048 Dear Sirs: Reference is made to (i) the Subscription Agreement, dated April 26, 2000, by and among eSpeed, Inc. (the "Company"), Cantor Fitzgerald, L.P. ("Cantor") and Dynegy, Inc., (ii) the Subscription Agreement, dated April 26, 2000, by and among the Company, Cantor and The Williams Companies, Inc., and (iii) the Stock Purchase Agreement, dated April 26, 2000 (the "Stock Purchase Agreement"), by and between the Company and Cantor Fitzgerald Securities. In connection with Cantor's obligations under Section 12 of each of these Subscription Agreements, the undersigned hereby request that you instruct your transfer agent to convert an aggregate of 3,375,348 shares of Class B Common Stock held by Cantor Fitzgerald Securities into the same number of shares of Class A Common Stock. In addition, in connection with the transactions contemplated by the Stock Purchase Agreement, the undersigned hereby agree that the Initial Shares (as defined in the Stock Purchase Agreement) shall consist of 789,071 shares of Class A Common Stock and request that you instruct your transfer agent to convert, prior to the Share Purchase Closing (as defined in the Stock Purchase Agreement), 789,071 shares of Class B Common Stock held by Cantor Fitzgerald Securities into the same number of shares of Class A Common Stock (which shares shall then be sold at the Share Purchase Closing by Cantor Fitzgerald Securities to you as contemplated by the Stock Purchase Agreement). By execution of this letter agreement, Cantor Fitzgerald Securities and the Company are also agreeing that the Stock Purchase Agreement is hereby amended to provide that the Initial Shares shall be shares of Class A Common Stock rather than Class B Common Stock. Except as so amended, the Stock Purchase Agreement shall remain in full force and effect. If you are in agreement with the foregoing, please so indicate in the space below provided for such purpose. CANTOR FITZGERALD, L.P. By: /s/ Howard W. Lutnick ---------------------- Name: Howard W. Lutnick Title: Chairman CANTOR FITZGERALD SECURITIES By: /s/ Howard W. Lutnick ---------------------- Name: Howard W. Lutnick Title: President AGREED: ESPEED, INC. By: /s/ Howard W. Lutnick ----------------------- Name: Howard W. Lutnick Title: Chairman and Chief Executive Officer