Form of Common Unit Purchase Agreement, to be effective prior to the closing of the offering

Exhibit 10.6

PURCHASE AGREEMENT

PURCHASE AGREEMENT, dated [●], 2019 (this “Agreement”), by and among the sellers listed on Schedule I hereto, as sellers (collectively, the “Sellers” and each, a “Seller”), and Tradeweb Markets Inc., a Delaware corporation, as purchaser (the “Purchaser”).

WHEREAS, the Board of Directors of the Purchaser has determined to effect an underwritten initial public offering (the “IPO”) of the Purchaser’s Class A common stock, par value $0.00001 per share (the “Class A Common Stock”);

WHEREAS, in connection with the consummation of the IPO, each Seller wishes to sell to the Purchaser (the “Sale”), and the Purchaser wishes to purchase from each Seller, the number of common membership units (“Common Units”) of Tradeweb Markets LLC, a Delaware limited liability company (“TWM LLC”), set forth opposite such Seller’s name on Schedule I hereto; and

WHEREAS, following the date of this Agreement and prior to the consummation of the IPO and the Sale, the Purchaser and TWM LLC will effect a series of organizational transactions, pursuant to which, among other things, all Shares (as defined in the Fourth Amended and Restated Limited Liability Company Agreement of TWM LLC, dated as of June 26, 2014) will be reclassified into Common Units and split (collectively, the “Recapitalization”) in accordance with the terms of the LLC Agreement (as defined below) and the Purchaser will issue to the holders of Common Units, including the Sellers, shares of the Purchaser’s Class C common stock, par value $0.00001 (“Class C Common Stock”), or Class D common stock, par value $0.00001 (“Class D Common Stock”), or a combination of shares of Class C Common Stock and Class D Common Stock, in each case on a one-for-one basis with the number of Common Units such holders receive in connection with the Recapitalization in accordance with the terms of that certain subscription agreement (the “Subscription Agreement”) to be entered into by and among the Purchaser and such holders prior to the consummation of the IPO and the Sale.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

“Additional Closing” means each closing of the purchase of Additional Purchased Units.

“Additional Closing Sellers” means the Sellers listed as “Additional Closing Sellers” on Schedule I hereto.

“Additional Common Shares” means the number of shares of Class C Common Stock and/or Class D Common Stock, as applicable, set forth opposite such Seller’s name under the heading entitled “Additional Purchased Units” on Schedule I hereto, which shares will be canceled by the Purchaser upon delivery to the Purchaser of the corresponding Additional Purchased Units to be sold by any Additional Closing Seller at an Additional Closing.

“Additional IPO Closing” means any additional closing of the sale of Class A Common Stock in the IPO pursuant to the exercise of the underwriters’ option to purchase additional shares of Class A Common Stock, which closing may occur on the same date and time as the IPO Closing.

“Additional Purchased Units” means the number of Common Units to be sold by any Additional Closing Seller at an Additional Closing set forth opposite such Additional Closing Seller’s name under the heading entitled “Additional Purchased Units” on Schedule I hereto.

“Additional Shares” means those Shares owned by such Seller as of the date of this Agreement that, upon the Recapitalization, will correspond to the Additional Purchased Units.

“Class A Common Stock” has the meaning set forth in the recitals of this Agreement.

“Class C Common Stock” has the meaning set forth in the recitals of this Agreement.

“Class D Common Stock” has the meaning set forth in the recitals of this Agreement.

“Closings” means the Additional Closing together with the Initial Closing.

“Common Units” has the meaning set forth in the recitals of this Agreement.

“Custodian” has the meaning set forth in Section 3.1 hereof.

“Custody Agreement” has the meaning set forth in Section 3.1 hereof.

“Initial Closing” means the closing of the purchase of the Initial Purchased Units.

“Initial Closing Sellers” means the Sellers listed as “Initial Closing Sellers” on Schedule I hereto.

“Initial Common Shares” means the number of shares of Class C Common Stock and/or Class D Common Stock, as applicable, set forth opposite such Seller’s name under the heading entitled “Initial Purchased Units” on Schedule I hereto, which shares will be canceled by the Purchaser upon delivery to the Purchaser of the corresponding Initial Purchased Units.

“Initial Purchased Units” means the number of Common Units set forth opposite such Seller’s name under the heading entitled “Initial Purchased Units” on Schedule I hereto.

“Initial Shares” means those Shares owned by such Seller as of the date of this Agreement that, upon the Recapitalization, will correspond to the Initial Purchased Units.

“IPO” has the meaning set forth in the recitals of this Agreement.

“IPO Closing” means the initial closing of the sale of Class A Common Stock in the IPO.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment, encumbrance, lien (statutory or other) or other security interest of any kind or nature whatsoever, except for those arising under any Custody Agreement or Power of Attorney.

“LLC Agreement” means the Fifth Amended and Restated Limited Liability Company Agreement of TWM LLC, to be effective prior to the consummation of the IPO and the Sale, by and among TWM LLC and the other persons party thereto.

“Per Share Purchase Price” means the purchase price per share of Class A Common Stock to be paid by the underwriters to the Purchaser pursuant to the underwriting agreement for the IPO.

“Power of Attorney” has the meaning set forth in Section 3.2 hereof.

“Purchaser” has the meaning set forth in the preamble of this Agreement.

“Recapitalization” has the meaning set forth in the preamble of this Agreement.

“Sellers” has the meaning set forth in the preamble of this Agreement.

“Shares” has the meaning set forth in the recitals of this Agreement.

“Subscription Agreement” has the meaning set forth in the recitals of this Agreement.

“TWM LLC” has the meaning set forth in the recitals of this Agreement.

ARTICLE 2

PURCHASE AND SALE OF COMMON UNITS

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF THE SELLERS

Each Seller severally and not jointly represents and warrants to, and agrees with, the Purchaser that (i) as of the date hereof and (ii) as of each Closing:

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser makes the following representations and warranties for the benefit of the Sellers (i) as of the date hereof and (ii) as of each Closing:

ARTICLE 5

MISCELLANEOUS

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered as of the date first above written.

[Signature Page to Purchase Agreement]

Schedule I

Initial Purchased Units

Additional Purchased Units