AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 10, 2022 among NEWMARK GROUP, INC., as the Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER as Guarantors, BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer, CAPITAL ONE, NATIONAL...Credit Agreement • March 14th, 2022 • Newmark Group, Inc. • Real estate agents & managers (for others) • New York
This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of March 10, 2022 among NEWMARK GROUP, INC., a Delaware corporation (the “Borrower”), the Guarantors from time to time party hereto, the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.
Newmark Group, Inc. 20,000,000 Shares of Class A Common Stock ($0.01 par value per share) Underwriting AgreementUnderwriting Agreement • December 19th, 2017 • Newmark Group, Inc. • Real estate agents & managers (for others) • New York
Newmark Group, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 20,000,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 3,000,000 additional shares (the “Optional Shares”) of Class A Common Stock, $0.01 par value per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 12th, 2024 • Newmark Group, Inc. • Real estate agents & managers (for others) • New York
This REGISTRATION RIGHTS AGREEMENT, dated January 12, 2024 (the “Agreement”), is entered into by and among Newmark Group, Inc., a Delaware corporation (the “Company”) and BofA Securities, Inc., Cantor Fitzgerald & Co., Goldman Sachs & Co. LLC, PNC Capital Markets LLC, Regions Securities LLC and Wells Fargo Securities, LLC as representatives (the “Representatives”) of the initial purchasers listed in Exhibit A to the Purchase Agreement (as defined below) (the “Initial Purchasers”).
DELAYED DRAW TERM LOAN CREDIT AGREEMENT Dated as of August 10, 2023 among NEWMARK GROUP, INC., as the Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER as Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, CITIZENS BANK, N.A., FIFTH THIRD BANK,...Term Loan Credit Agreement • August 15th, 2023 • Newmark Group, Inc. • Real estate agents & managers (for others) • New York
This DELAYED DRAW TERM LOAN CREDIT AGREEMENT is entered into as of August 10, 2023 among NEWMARK GROUP, INC., a Delaware corporation (the “Borrower”), the Guarantors from time to time party hereto, the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent.
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BGC HOLDINGS, L.P. Amended and Restated as of December 13, 2017Newmark Group, Inc. • December 19th, 2017 • Real estate agents & managers (for others) • Delaware
This SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (together with all exhibits, annexes and schedules hereto, this “Agreement”) of BGC Holdings, L.P., a Delaware limited partnership (the “Partnership”), dated as of December 13, 2017, is by and among BGC GP, LLC, a Delaware limited liability company (“BGC GP, LLC”), as the general partner of the Partnership, Cantor Fitzgerald, L.P., a Delaware limited partnership (“Cantor”), as a limited partner, BGC Partners, Inc., a Delaware corporation (“BGC Partners”), and the Persons to be admitted as Partners (as defined below) or otherwise parties hereto as set forth herein; and for the limited purposes set forth in Article VIII and Section 12.09, Newmark Group, Inc., a Delaware corporation (“Newmark”), and Newmark Holdings, L.P., a Delaware limited partnership (“Newmark Holdings”).
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NEWMARK PARTNERS, L.P. Amended and Restated as of December 13, 2017Newmark Group, Inc. • December 19th, 2017 • Real estate agents & managers (for others) • Delaware
This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (together with all exhibits, annexes and schedules hereto, this “Agreement”) of Newmark Partners, L.P., a Delaware limited partnership (the “Partnership”), dated as of December 13, 2017, is by and among Newmark Holdings, LLC, a Delaware limited liability company (“Newmark Holdings, LLC”), as the general partner; Newmark Holdings, L.P., a Delaware limited partnership (“Newmark Holdings”), as a limited partner; Newmark Group, Inc., a Delaware corporation (“Newmark”), as a limited partner; and the Persons to be admitted as Partners (as defined below) or otherwise parties hereto as set forth herein.
SEPARATION AND DISTRIBUTION AGREEMENT by and among BGC PARTNERS, INC., BGC HOLDINGS, L.P., BGC PARTNERS, L.P., NEWMARK GROUP, INC., NEWMARK HOLDINGS, L.P., NEWMARK PARTNERS, L.P., and solely for purposes of Sections 2.09, 6.10, 6.11, 6.12, 6.13, 6.14...Separation and Distribution Agreement • December 19th, 2017 • Newmark Group, Inc. • Real estate agents & managers (for others) • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of December 13, 2017 (this “Agreement”), is by and among BGC Partners, Inc., a Delaware corporation (“BGC Partners”), BGC Holdings, L.P., a Delaware limited partnership (“BGC Holdings”), BGC Partners, L.P., a Delaware limited partnership (“BGC U.S. Opco” and together with BGC Partners and BGC Holdings, the “BGC Entities”), Newmark Group, Inc., a Delaware corporation (“Newmark”), Newmark Holdings, L.P., a Delaware limited partnership (“Newmark Holdings”), Newmark Partners, L.P., a Delaware limited partnership (“Newmark Opco” and together with Newmark and Newmark Holdings, the “Newmark Entities”), and solely for purposes of Sections 2.09, 6.10, 6.11, 6.12, 6.13, 6.14 and 6.15 and Article XIII and Article IX, Cantor Fitzgerald, L.P., a Delaware limited partnership (“Cantor”), and solely for purposes of Sections 6.11 and 6.12 and Article VIII, BGC Global Holdings, L.P., a Cayman Islands limited partnership (“BGC Global Opco” and collecti
TAX MATTERS AGREEMENT by and among BGC PARTNERS, INC., BGC HOLDINGS, L.P., BGC PARTNERS, L.P., NEWMARK GROUP, INC., NEWMARK HOLDINGS, L.P. and NEWMARK PARTNERS, L.P. Dated as of December 13, 2017Tax Matters Agreement • December 19th, 2017 • Newmark Group, Inc. • Real estate agents & managers (for others) • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of December 13, 2017, by and among BGC Partners, Inc., a Delaware corporation (“BGC Partners”), BGC Holdings, L.P., a Delaware limited partnership (“BGC Holdings”), BGC Partners, L.P., a Delaware limited partnership (“BGC U.S. Opco” and together with BGC Partners and BGC Holdings, the “BGC Entities”), Newmark Group, Inc., a Delaware corporation (“Newmark” and collectively with BGC Partners, the “Companies” and each a “Company”), Newmark Holdings, L.P., a Delaware limited partnership (“Newmark Holdings”), Newmark Partners, L.P., a Delaware limited partnership (“Newmark Opco” and together with Newmark and Newmark Holdings, the “Newmark Entities”).
CREDIT AGREEMENTCredit Agreement • November 30th, 2018 • Newmark Group, Inc. • Real estate agents & managers (for others) • New York
This CREDIT AGREEMENT, dated as of November 30, 2018, is made by and between NEWMARK GROUP, INC., a Delaware corporation (“Newmark”), and CANTOR FITZGERALD, L.P., a Delaware limited partnership (“Cantor”). Each of Newmark and Cantor is referred to herein as a “Party” and together, the “Parties”.
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • December 19th, 2017 • Newmark Group, Inc. • Real estate agents & managers (for others) • New York
This ADMINISTRATIVE SERVICES AGREEMENT, dated as of December 13, 2017 (this “Agreement”), is by and between (i) CANTOR FITZGERALD, L.P., a Delaware limited partnership (including any successor to Cantor Fitzgerald, L.P., whether by merger, consolidation, sale of all or substantially all of its assets or otherwise, “CFLP”), on behalf of itself and its direct and indirect, current and future, subsidiaries and affiliates, other than BGC Partners (as defined below) and Newmark (as defined below) (collectively, “Cantor”); and (ii) NEWMARK GROUP, INC., a Delaware corporation (including any successor to Newmark Group, Inc., whether by merger, consolidation, sale of all or substantially all of its assets or otherwise, “Newmark, Inc,”), on behalf of itself and its direct and indirect, current and future, subsidiaries (collectively, “Newmark”).
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • December 19th, 2017 • Newmark Group, Inc. • Real estate agents & managers (for others) • Delaware
This TAX RECEIVABLE AGREEMENT, dated as of December 13, 2017 (this “Agreement”), is by and between Cantor Fitzgerald, L.P., a Delaware limited partnership (“Cantor”), and Newmark Group, Inc., a Delaware corporation (“Newmark”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • December 19th, 2017 • Newmark Group, Inc. • Real estate agents & managers (for others) • New York
This TRANSITION SERVICES AGREEMENT, dated as of December 13, 2017 (this “Agreement”), is by and between (i) BGC PARTNERS, INC., a Delaware corporation (including any successor to BGC Partners, Inc., whether by merger, consolidation, sale of all or substantially all of its assets or otherwise, “BGCP”), on behalf of itself and its direct and indirect, current and future, subsidiaries, other than Newmark Group, Inc. and its direct and indirect, current and future, subsidiaries (collectively, “BGC Partners”); and (ii) NEWMARK GROUP, INC., a Delaware corporation (including any successor to Newmark Group, Inc., whether by merger, consolidation, sale of all or substantially all of its assets or otherwise, “Newmark, Inc.”), on behalf of itself and its direct and indirect, current and future, subsidiaries (collectively, “Newmark”).
REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • December 19th, 2017 • Newmark Group, Inc. • Real estate agents & managers (for others) • New York
This REVOLVING CREDIT AGREEMENT, dated as of December 13, 2017, is made by and between BGC PARTNERS, INC., a Delaware corporation (“BGC”), and NEWMARK GROUP, INC., a Delaware corporation (“Newmark”). Each of BGC and Newmark is referred to herein as a “Party” and together, the “Parties”.
PARENT AGREEMENTParent Agreement • June 20th, 2018 • Newmark Group, Inc. • Real estate agents & managers (for others) • New York
This SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (together with all exhibits, annexes and schedules hereto, this “Agreement”) of Newmark Partners, L.P., a Delaware limited partnership (the “Partnership”), dated as of June 19, 2018, is by and among Newmark Holdings, LLC, a Delaware limited liability company (“Newmark Holdings, LLC”), as the general partner; Newmark Holdings, L.P., a Delaware limited partnership (“Newmark Holdings”), as a limited partner; Newmark Group, Inc., a Delaware corporation (“Newmark”), for purposes of Article IX and as a limited partner; Royal Bank of Canada (the “Preferred Unitholder”), as a limited partner; and the Persons to be admitted as Partners (as defined below) or otherwise parties hereto as set forth herein.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 19th, 2017 • Newmark Group, Inc. • Real estate agents & managers (for others) • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of December 13, 2017 (this “Agreement”), is made by and among Newmark Group, Inc., a Delaware corporation (“Newmark”), BGC Partners, Inc., a Delaware corporation (“BGC Partners”), and Cantor Fitzgerald, L.P., a Delaware limited partnership (“Cantor”).
Variable Postpaid Forward TransactionLetter Agreement • June 20th, 2018 • Newmark Group, Inc. • Real estate agents & managers (for others) • New York
THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NEWMARK PARTNERS, L.P. dated as of September 26, 2018Newmark Group, Inc. • September 28th, 2018 • Real estate agents & managers (for others) • Delaware
This THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (together with all exhibits, annexes and schedules hereto, this “Agreement”) of Newmark Partners, L.P., a Delaware limited partnership (the “Partnership”), dated as of September 26, 2018, is by and among Newmark Holdings, LLC, a Delaware limited liability company (“Newmark Holdings, LLC”), as the general partner; Newmark Holdings, L.P., a Delaware limited partnership (“Newmark Holdings”), as a limited partner; Newmark Group, Inc., a Delaware corporation (“Newmark”), for purposes of Article IX and as a limited partner; Royal Bank of Canada (the “Preferred Unitholder”), as a limited partner; and the Persons to be admitted as Partners (as defined below) or otherwise parties hereto as set forth herein.
CREDIT AGREEMENT Dated as of November 28, 2018 among NEWMARK GROUP, INC. as the Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER as Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, BMO CAPITAL MARKETS CORP., CAPITAL ONE, NATIONAL ASSOCIATION,...Credit Agreement • November 30th, 2018 • Newmark Group, Inc. • Real estate agents & managers (for others) • New York
This CREDIT AGREEMENT is entered into as of November 28, 2018 among NEWMARK GROUP, INC., a Delaware corporation (the “Borrower”), the Guarantors from time to time party hereto, the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent.
Master RepurchaseNewmark Group, Inc. • August 9th, 2021 • Real estate agents & managers (for others) • New York
NEWMARK HOLDINGS, L.P. AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIPAgreement of Limited Partnership • March 14th, 2023 • Newmark Group, Inc. • Real estate agents & managers (for others)
This Amendment (“Amendment”) to the Agreement of Limited Partnership of Newmark Holdings, L.P., amended and restated as of December 13, 2017 (the “Agreement”), dated March 10, 2023, is effective as of March 10, 2023.
FORM OF LETTER AGREEMENT NEWMARK GROUP, INC.Form of Letter Agreement • December 1st, 2017 • Newmark Group, Inc. • Real estate agents & managers (for others) • Delaware
We understand that a takeover proposal may create uncertainty for highly valued employees such as yourself. In order to encourage you to remain in the employ of Newmark Group, Inc. and/or its subsidiaries (collectively, the “Company”) and to provide additional incentive for you to promote the success of the business of the Company, the Company has provided you with this agreement (this “Agreement”), which provides for certain payments and benefits in the event of a Change in Control. Capitalized terms used but not otherwise defined in this Agreement are defined in Exhibit A to this Agreement.
Newmark Holdings, L.P.Newmark Group, Inc. • December 4th, 2017 • Real estate agents & managers (for others)
December 20, 2023 Newmark Group, Inc.Newmark Group, Inc. • December 21st, 2023 • Real estate agents & managers (for others)
BGC Holdings, L.P.Newmark Group, Inc. • December 4th, 2017 • Real estate agents & managers (for others)
EMPLOYMENT AGREEMENTEmployment Agreement • December 4th, 2017 • Newmark Group, Inc. • Real estate agents & managers (for others)
AGREEMENT, dated as of December 1, 2017, by and between Newmark Partners, L.P., together with its successors and assigns (collectively, the “Company”), and Barry M. Gosin (“Employee”) (the “Agreement”).
AMENDED AND RESTATED NOTENewmark Group, Inc. • December 4th, 2017 • Real estate agents & managers (for others) • New York
Reference is made to that Promissory Note (the “Original Note”), effective as of December 9, 2014, between BGC Partners, Inc., a Delaware corporation (“BGC Inc.”) and BGC Partners, L.P., a Delaware limited partnership (the “Company”), pursuant to which the Company agreed to pay to the order of BGC Inc. the principal sum of TWO HUNDRED NINETY-FIVE MILLION NINE HUNDRED THIRTY-FIVE THOUSAND DOLLARS ($295,935,000) on December 9, 2019 and to pay interest thereon at a rate per annum equal to (a) 5.375%, or (b) if higher, the interest rate then-applicable to BGC Inc.’s 5.375% Senior Notes due 2019 issued under the Second Supplemental Indenture, dated as of December 9, 2014, to that certain Indenture, dated as of June 26, 2012, among BGC Inc., as Issuer and U.S. Bank National Association, as Trustee (the “2019 Senior Notes”). The parties hereto acknowledge and agree that the purpose of the Original Note was for the Company to be economically responsible for and bear the obligations of BGC Inc.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 14th, 2023 • Newmark Group, Inc. • Real estate agents & managers (for others)
This Amended and Restated Employment Agreement, dated as of February 10, 2023, is entered into by and between Newmark Partners, L.P., together with its successors and assigns (collectively, the “Company”), and Barry M. Gosin (“Employee”), and with respect to Sections 3(b)(ii), 3(b)(iii), 4(c), 4(d), 5(d) and 5(e), and 7(d) only, Newmark Holdings, L.P. (the “Partnership”) (the “Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 3rd, 2022 • Newmark Group, Inc. • Real estate agents & managers (for others) • New York
This Employment Agreement, dated as of September 29, 2022, is entered into by and between Newmark Partners, L.P., together with its successors and assigns (collectively, the “Company”), and Michael Rispoli, with an address of 41 Malsbury St., Robbinsville, NJ 08691 (“Employee”), and with respect to Sections 5(a) and (b) only, Newmark Holdings, L.P. (the “Agreement”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NEWMARK PARTNERS, L.P.Agreement • March 20th, 2018 • Newmark Group, Inc. • Real estate agents & managers (for others)
This Amendment No. 1 (this “Amendment”) to the Amended and Restated Agreement of Limited Partnership of Newmark Partners, L.P., a Delaware limited partnership, dated as of December 13, 2017 (the “Agreement”), is dated as of March 14, 2018 and effective as of December 13, 2017.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 21st, 2023 • Newmark Group, Inc. • Real estate agents & managers (for others) • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of December 20, 2023 (the “First Amendment Effective Date”), by and between Newmark Group, Inc., a Delaware corporation (“Newmark”) and Cantor Fitzgerald, L.P., a Delaware limited partnership (“Cantor”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement (as defined below).
RETENTION BONUS AGREEMENTRetention Bonus Agreement • December 30th, 2021 • Newmark Group, Inc. • Real estate agents & managers (for others) • New York
THIS AGREEMENT, effective as of December 28, 2021 (the “Effective Date”), by and between Howard Lutnick (the “Executive”) and Newmark Group, Inc. (the “Company”).
