0001193125-18-197451 Sample Contracts

PARENT AGREEMENT
Parent Agreement • June 20th, 2018 • BGC Partners, Inc. • Security & commodity brokers, dealers, exchanges & services • 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.

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Letter Agreement • June 20th, 2018 • BGC Partners, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NEWMARK PARTNERS, L.P. dated as of June 19, 2018
BGC Partners, Inc. • June 20th, 2018 • 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 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.

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