Common use of BGC U Clause in Contracts

BGC U. S. Opco shall (A) effect a distribution of all its assets and liabilities attributable to the Transferred Business to certain of its partners pursuant to which (1) BGC Holdings and BGC Partners will receive all of the Transferred Assets held by BGC U.S. Opco, and BGC Holdings and BGC Partners shall assume from BGC U.S. Opco all of its Transferred Liabilities (not including, for the avoidance of doubt, the assets and liabilities described in clause (2)) and (2) each of the SAE Subsidiaries will (x) receive BGC U.S. Opco’s (and its partners’) beneficial ownership interest in respect of the Transferred Assets legal title to which is held by such SAE Subsidiary (including all of the beneficial ownership interests in respect of assets previously contributed (or deemed contributed) to or in respect of BGC U.S. Opco by such SAE Subsidiary), and (y) assume all obligations in respect of the Transferred Liabilities of such SAE Subsidiary, (B) distribute all of the outstanding equity interests in the Newmark Opco General Partner to BGC Holdings, and (C) immediately following the distribution described in clauses (A) and (B) above, effect a recapitalization of BGC U.S. Opco Units (which may be effected through the issuance of additional BGC U.S. Opco Units to partners of BGC U.S. Opco not participating in such distribution and the cancellation of BGC U.S. Opco Units held by partners of BGC U.S. Opco receiving a disproportionately greater share of the assets of the Transferred Businesses in such distribution) such that the number of BGC U.S. Opco Units held by each continuing partner of BGC U.S. Opco immediately after such distribution reflects the percentage interest of each continuing partner in BGC U.S. Opco as adjusted, in accordance with the agreement of such partners, to give effect to such distribution (the transactions described in clauses (A), (B) and (C) above, the “Opco Partnership Distribution”).