Deed of Amendment, dated February 18, 2025, to the Amended and Restated Deed of Adherence, between Sean A. Windeatt and BGC Services (Holdings) LLP
Exhibit 10.5
THIS DEED OF AMENDMENT is made the 18th day of February 2025
BETWEEN:
| (1) | BGC SERVICES (HOLDINGS) LLP (the “Partnership”), of Five Churchill Place, Canary Wharf, London E14 5RD; and |
| (2) | SEAN WINDEATT (the “Individual Member”). |
With effect from the date hereof the Deed made between the Individual Member and BGC Services (Holdings) LLP dated 22 January 2014, as amended by deeds of amendment dated 24 February 2017, 5 November 2020 and 12 July 2023 (together, the “Deed”), shall be varied and amended as follows:
SCHEDULE 1: INDIVIDUAL MEMBER’S TERMS AND CONDITIONS
| 1. | DURATION OF MEMBERSHIP: |
Clause 1.1 of Schedule 1 to the Deed is hereby deleted in its entirety and replaced with the following:
| “1.1 | Membership is for a minimum initial period of up to and including 30 June 2034, unless terminated in accordance with this Deed or the provisions of the Partnership Deed (the “Initial Period”), and commencing 1 July 2032 either the Individual Member or the Partnership may at any time give twenty four (24) months’ advance notice (the “Notice Period”) to the other in writing to terminate the Individual Member’s Membership, and such termination of Membership shall be effective upon the expiration of such Notice Period. Membership shall, unless terminated earlier in accordance with the terms of this Deed or the provisions of the Partnership Deed, continue following 30 June 2034 on the same terms and conditions set forth in this Deed until expiration of the Notice Period (such time period between 30 June 2034 and the expiration of the Notice Period shall be referred to as the “Renewal Period”). Any such notice given by the Individual Member or the Partnership hereunder shall also be delivered simultaneously in writing by the Individual Member or the Partnership (as appropriate) to BGC Group, Inc., c/o General Counsel, 499 Park Avenue, New York, NY 10022. Such notice shall be delivered by hand, electronic mail or overnight courier and shall be effective at such time as it is received by both the Individual Member or the Partnership, as the case may be, and by BGC Group, Inc.” |
| 3. | PROFIT ALLOCATION AND ADVANCE DRAWINGS |
With deemed effect from 1 January 2025, the Individual Member’s Allocated Monthly Advance Drawings is £62,500 and clause 3.1 of the Deed is hereby amended accordingly.
Subject to clause 3.2 of the Deed, within 30 days of the date on which both parties have executed this Deed, the Individual Member shall be paid a one-time allocation of profit in the sum of USD 460,000 (less applicable deductions for income tax and national insurance contributions).
| 7. | AGREED AMENDMENTS TO THE PARTNERSHIP DEED IN RESPECT OF THE INDIVIDUAL MEMBER’S MEMBERSHIP |
The reference to “twenty-four (24) months” in the first sentence of Clause 16.3(B) of the Partnership Deed (as previously amended) shall be changed to “thirty-six (36) months”.
All other terms and conditions of the Individual Member’s membership are unaffected and remain as set out in the Deed and the Partnership Deed. In particular, the Individual Member acknowledges and agrees that he will be bound by all the obligations set out in clause 7.3 of Schedule 1 to the Deed (as amended under the terms of a deed of amendment dated 24 February 2017), and clause 20 (Confidential Information) of the Partnership Deed.
IN WITNESS WHEREOF the parties have executed this Deed the day and year first above written.
| SIGNED and DELIVERED as a | ) |
| DEED by BGC SERVICES | ) |
| (HOLDINGS) LLP acting by: | ): |
| /s/ James Lightbourne | |
| (☐) Director and General Counsel | |
| Witnessed | /s/ Nick Bacon |
| (☐) | |
| Name: | Nick Bacon |
| Address: | 5 Churchill Place |
| London E145RD | |
| SIGNED and DELIVERED as a | ) |
| DEED by SEAN WINDEATT | ) |
| ) | |
| /s/ Sean Windeatt | |
| (☐) Sean Windeatt | |
| Witnessed | /s/ Amanda Dannahy |
| (☐) | |
| Name: | A. Dannahy |
| Address: | 5 Churchill Place |
| London E145RD |
[Signature Page to Deed of Amendment between Sean Windeatt and BGC Services (Holdings) LLP, dated as of 18 February 2025]
