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Raymond Delli Colli
Computershare
Raymond.dellicolli@computershare.com
917-260-1534

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The undersigned institution (the “Institution”) hereby represents and warrants to Cantor Fitzgerald, L.P. (“CFLP”, the “Issuer” or the “Partnership”) as follows (please check boxes for those items that apply to you):
It is the beneficial owner, or is acting on behalf of a beneficial owner, of the Issuer’s 4.875% Senior Notes due 2024 and/or the 4.500% Senior Notes due 2027. (collectively, the “USD Notes”).
It is the beneficial owner, or is acting on behalf of a beneficial owner, of the Issuer’s 1.150% Senior Notes due 2023 (the “JPY Notes” and together with the USD Notes, the “Notes”).
It is a non-U.S. person and acquired the Notes in an offshore transaction (in each case within the meaning of Regulation S under the Securities Act).
It is a lender or administrative agent for any financing arrangements that the Issuer is a party to.
It or an entity for which it is acting (as applicable) is a “Qualified Institutional Investor” (or “QII”) as defined in the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended), as amended.

The Institution understands that it is (a) providing the information contained herein for purposes of enabling the Issuer to determine whether the undersigned should receive access to the password protected online data system (the “Secured System”) on which the Issuer provides annual and quarterly reports and certain other information relating to its business and (b) agreeing to the terms applicable to any such access or otherwise. The Institution also understands that the Issuer expressly reserves the right to deny or revoke access to any person in its sole discretion._ The Institution hereby represents and warrants that is not a competitor of the Issuer or its subsidiaries or a person working on behalf of, or advising, a competitor of the Issuer or its subsidiaries and is not seeking access to the Secured System for the purpose of obtaining information in order to compete with the Issuer or its subsidiaries._ The Institution hereby agrees that it will (a) keep all parts of the information and documents contained on the Secured System or transmitted through the Issuer’s periodic conference calls (collectively, “Confidential Information”) confidential, (b) not copy, reproduce or retransmit any part of the Confidential Information, (c) not provide, distribute, transmit or otherwise make available any part of the Confidential Information other than, if applicable, the aforementioned beneficial owners on whose behalf the Institution is acting, provided that such beneficial owners shall be subject to the same confidential obligations herein and the Institution shall be responsible for any breach by such beneficial owners, (d) not use any Confidential Information for any purpose other than in connection with the Notes or applicable financing arrangement and (e) notify the Issuer if any of the representations it makes in this letter cease to be correct._ The Confidential Information may also be protected under the terms of a confidentiality agreement between the Institution and the Issuer, and in such case the terms of this certification agreement shall be in addition to and does not supersede or replace any terms of such confidentiality agreement._ The Institution hereby (a) agrees that the terms in this certification agreement shall be governed by and construed in accordance with the laws of the State of New York, (b) agree that any dispute arising out of this certification agreement shall be brought in the state or federal court sitting in New York Country in the State of New York, (c) waives any claim that such dispute is brought in an inconvenient forum, (d) waives all rights to personal service of process and submits to service of process by mail to the address listed above and (e) waives any right to a trial by jury. In addition, the Institution acknowledges that any violation of this certification agreement will cause the Issuer irreparable harm that cannot be sufficiently remedied by money damages alone and the Issuer shall be entitled, in addition to damages and any other remedies provided by law, to specific performance, injunctive and other equitable relief, without proof of actual damages or the requirement to post bonds._ The undersigned signatory represents and warrants that he or she is a duly authorized signatory of the Institution and has all the requisite authority to act, and is acting, on behalf of the Institution and that the Institution is bound by the terms of this certification agreement and is responsible for any breach by the undersigned of the terms herein. To the best of the undersigned signatory’s knowledge after reasonable due inquiry, the statements contained in this certification agreement are true and accurate in all respects.*

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