Form of Class A Common Stock Purchase Agreement

Exhibit 10.7

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”) of shares of Class A Common Stock (as defined below), and Tradeweb Markets Inc., a Delaware corporation, as purchaser (the “Purchaser”).

WHEREAS, the Purchaser is a party to that certain Registration Rights Agreement (the “Registration Rights Agreement”), dated April 8, 2019, by and among the Purchaser and the stockholders party thereto (collectively, the “Securityholders”), pursuant to which the Securityholders have certain registration rights, and a demand notice has been delivered to the Purchaser by a Securityholder pursuant to Section 2.1 of the Registration Rights Agreement (the “Demand Notice”);

WHEREAS, in connection with the Demand Notice and in satisfaction of the Purchaser’s obligations under the Registration Rights Agreement, the Board of Directors of the Purchaser has determined to (i) effect an underwritten public offering (the “Offering”) of the Purchaser’s Class A common stock, par value $0.00001 per share (the “Class A Common Stock”), and (ii) use a portion of the proceeds from the Offering to effect the Sale (as defined below); and

WHEREAS, in connection with the consummation of the Offering, each Seller wishes to sell to the Purchaser (the “Sale”) certain shares of Class A Common Stock issuable to such Seller upon the net exercise of certain options to purchase shares of Class A Common Stock that have vested as of September 30, 2019, and the Purchaser wishes to purchase from each Seller, the number of shares of Class A Common Stock indicated in the table and related notes in the final prospectus for the Offering under the heading “Certain Relationships and Related Party Transactions—Transactions With Certain Original LLC Owners” (the “Selling Schedule”) as the number of shares of Class A Common Stock to be sold by such Seller to the Purchaser.

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 Shares.

“Additional Offering Closing” means any additional closing of the sale of Class A Common Stock in the Offering 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 Offering Closing.

“Additional Purchased Shares” means the number of shares of Class A Common Stock indicated in the Selling Schedule as the number of shares of Class A Common Stock to be sold by any Seller at an Additional Closing to the Purchaser, if the underwriters’ option to purchase additional shares of Class A Common Stock is exercised.

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

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

“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 Shares.

“Initial Purchased Shares” means the number of shares of Class A Common Stock indicated in the Selling Schedule as the number of shares of Class A Common Stock to be sold by any Seller to the Purchaser at the Initial Closing.

“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.

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

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

“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 Offering.

“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.

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

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

ARTICLE 2

PURCHASE AND SALE OF SHARES OF CLASS A COMMON STOCK

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

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