AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NEWMARK HOLDINGS, L.P. Amended and Restated as of December 13, 2017BGC Partners, Inc. • December 19th, 2017 • Security & commodity brokers, dealers, exchanges & services • Delaware
This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (together with all exhibits, annexes and schedules hereto, this “Agreement”) of Newmark Holdings, L.P., a Delaware limited partnership (the “Partnership”), dated as of December 13, 2017, is by and among Newmark GP, LLC, a Delaware limited liability company (“Newmark GP, LLC”), as the general partner; Cantor Fitzgerald, L.P., a Delaware limited partnership (“Cantor”), as a limited partner; Newmark Group, Inc. a Delaware corporation (“Newmark”), as a limited partner; 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, BGC Partners, Inc., a Delaware corporation (“BGC Partners”), and BGC Holdings, L.P., a Delaware limited partnership (“BGC Holdings”).
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BGC PARTNERS, L.P. Amended and Restated as of December 13, 20171BGC Partners, Inc. • December 19th, 2017 • Security & commodity brokers, dealers, exchanges & services • Delaware
This SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (together with all exhibits, annexes and schedules hereto, this “Agreement”) of BGC Partners, L.P., a Delaware limited partnership (the “Partnership”), dated as of December 13, 2017, is by and among BGC Holdings, LLC, a Delaware limited liability company (“BGC Holdings, LLC”), as general partner; BGC Holdings, L.P., a Delaware limited partnership, (“Holdings”), as a limited partner, BGC Holdings U.S., Inc., a Delaware corporation (“BGC Holdings US”), as a limited partner, BGC Partners, Inc., a Delaware corporation (“BGC Partners”), as a limited partner, BGC Financial Group, Inc., a Delaware corporation, 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 • BGC Partners, Inc. • Security & commodity brokers, dealers, exchanges & services • 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 • BGC Partners, Inc. • Security & commodity brokers, dealers, exchanges & services • 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”).
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • December 19th, 2017 • BGC Partners, Inc. • Security & commodity brokers, dealers, exchanges & services • 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 • BGC Partners, Inc. • Security & commodity brokers, dealers, exchanges & services • 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 • BGC Partners, Inc. • Security & commodity brokers, dealers, exchanges & services • 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 • BGC Partners, Inc. • Security & commodity brokers, dealers, exchanges & services • 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”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 19th, 2017 • BGC Partners, Inc. • Security & commodity brokers, dealers, exchanges & services • 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”).
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • December 19th, 2017 • BGC Partners, Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
This AMENDED AND RESTATED 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 BGC Partners, Inc., a Delaware corporation (“BGC Partners”).
LETTER AGREEMENT NEWMARK GROUP, INC.Letter Agreement • December 19th, 2017 • BGC Partners, Inc. • Security & commodity brokers, dealers, exchanges & services • 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.
