Common use of Partnership Deliveries Clause in Contracts

Partnership Deliveries. On or prior to the date hereof, the Partnership shall deliver, or cause to be delivered, to Dealer with respect to the Purchased Units: (i) An opinion from in-house counsel for the Partnership with respect to the matters set forth in Sections 2(f)(i), (ii), (iii), (iv) and (v) and 2(g)(ii) of this Agreement, which shall be addressed to Dealer and dated the date hereof; (ii) A fully executed copy of the Second Amended and Restated Agreement of Limited Partnership of the Partnership, substantially in the form attached hereto as Exhibit A; (iii) A fully executed copy of the Assignment Agreement and Transfer Notice dated on or prior to the date hereof, in each case in form and substance reasonably acceptable to Dealer, together with evidence of delivery of the Transfer Notice to NASDAQ; (iv) Evidence of issuance of the Purchased Units credited to book-entry accounts maintained by the Partnership, as reflected in Schedule 4.02 to the Partnership Agreement, free and clear of any liens, other than transfer restrictions under the Partnership Agreement and applicable federal and state securities laws; (v) An officer’s certificate of the Partnership, dated as of the date hereof, certifying as to and attaching (A) the certificate of limited partnership of the Partnership, (B) the Partnership Agreement, (C) resolutions authorizing the execution and delivery of this Agreement and the Assignment Agreement and the consummation of the transactions contemplated thereby, and (D) the incumbency of the officers authorized to execute this Agreement on behalf of the Partnership or the General Partner, as applicable, setting forth the name and title and bearing the signatures of such officers; (vi) A certificate of the Secretary of State of each applicable state, dated within ten Business Days prior to the date hereof, to the effect that each of Newmark Group, the General Partner and the Partnership is in good standing (or certificate of similar import) in its jurisdiction of formation; (vii) An officer’s certificate of the Partnership, dated as of the date hereof, certifying, in his or her applicable capacity, to the effect that the conditions set forth in Sections 2(b)(i) and 2(b)(ii) have been satisfied; (viii) A cross-receipt executed by the Partnership and delivered to Dealer certifying as to the amounts that it has received from Dealer (to be held in escrow until the Closing Date); and (ix) True and correct copies of the fully executed Purchase Agreement together with all amendments thereto and all prior transfer notices delivered thereunder with respect to earn-out rights. (x) Such other documents relating to the transactions contemplated by this Agreement as Dealer may reasonably request.

Partnership Deliveries. On or prior At the Closing, subject to the date terms and conditions hereof, the Partnership shall will deliver, or cause to be delivered, to Dealer with respect to the Purchased UnitsPurchaser: (ia) An opinion from in-house counsel for the Partnership with respect to the matters set forth in Sections 2(f)(i), (ii), (iii), (iv) and (v) and 2(g)(ii) of this Agreement, which shall be addressed to Dealer and dated the date hereof; (ii) A fully executed copy of the Second Amended and Restated Agreement of Limited Partnership of the Partnership, substantially in the form attached hereto as Exhibit A; (iii) A fully executed copy of the Assignment Agreement and Transfer Notice dated on or prior to the date hereof, in each case in form and substance reasonably acceptable to Dealer, together with evidence of delivery of the Transfer Notice to NASDAQ; (iv) Evidence of issuance of the Purchased Units credited to book-entry accounts maintained by the transfer agent of the Partnership, as reflected bearing the legend or restrictive notation set forth in Schedule 4.02 to the Partnership AgreementSection 4.9, free and clear of any liensall Liens, other than transfer restrictions under the Partnership Agreement and applicable federal and state securities laws; (vb) the Registration Rights Agreement in the form attached to this Agreement as Exhibit A, which shall have been duly executed by the Partnership; (c) A certificate of the Secretary of State of the State of Delaware, dated a recent date, to the effect that each of the Partnership Entities is in good standing; (d) An officer’s certificate of opinion addressed to the Purchaser from Xxxxxx & Xxxxxxx LLP, legal counsel to the Partnership, dated as of the Closing, in the form and substance attached hereto as Exhibit B; (e) A certificate, dated the Closing Date and signed by the President and Chief Executive Officer of the General Partner, on behalf of the Partnership, in his capacity as such, stating that: (i) The Partnership has performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by the Partnership on or prior to the Closing Date; (ii) The representations and warranties of the Partnership contained in this Agreement that are qualified by materiality or Material Adverse Effect are true and correct as of the Closing Date and all other representations and warranties of the Partnership are, individually and in the aggregate, true and correct in all material respects as of the Closing Date (except that representations and warranties made as of a specific date hereofshall be required to be true and correct as of such date only); and (iii) Such officer is not aware of any information that would reasonably be expected to prevent, materially delay or materially impede the consummation of the Acquisition or the other transactions contemplated by the Contribution Agreement. (f) A certificate of the Secretary or Assistant Secretary of the General Partner, on behalf of the Partnership, certifying as to and attaching (A1) the certificate Certificate of limited partnership Limited Partnership of the Partnership, (B) Partnership and the Partnership Agreement, (C2) board resolutions authorizing the execution and delivery of this Agreement and the Assignment Agreement Operative Documents and the consummation of the transactions contemplated thereby, including the issuance of the Purchased Units, and (D3) the incumbency of the its incumbent officers authorized to execute this Agreement on behalf of the Partnership or the General Partner, as applicableOperative Documents, setting forth the name and title and bearing the signatures of such officers;; and (vig) A certificate of the Secretary of State of each applicable statereceipt, dated within ten Business Days prior to the date hereofClosing Date, to the effect that each of Newmark Group, the General Partner and executed by the Partnership is in good standing (or certificate of similar import) in its jurisdiction of formation; (vii) An officer’s certificate of the Partnership, dated as of the date hereof, certifying, in his or her applicable capacity, to the effect that the conditions set forth in Sections 2(b)(i) and 2(b)(ii) have been satisfied; (viii) A cross-receipt executed by the Partnership and delivered to Dealer certifying as to the amounts that it has received from Dealer (to be held in escrow until the Closing Date); and (ix) True and correct copies of the fully executed Aggregate Purchase Agreement together with all amendments thereto and all prior transfer notices delivered thereunder Price with respect to earn-out rights. (x) Such other documents relating the Purchased Units issued and sold to the transactions contemplated by this Agreement as Dealer may reasonably requestPurchaser.

Partnership Deliveries. On or prior At the Closing, subject to the date hereofterms and conditions of this Agreement, the Partnership shall deliver, or cause to be delivered, to Dealer with respect to the Purchased UnitsContributor: (ia) An opinion from in-house counsel for the Partnership with respect to the matters set forth in Sections 2(f)(i), (ii), (iii), (iv) and (v) and 2(g)(ii) of this Agreement, which shall be addressed to Dealer and dated the date hereof; (ii) A fully executed copy of the Second Amended and Restated Agreement of Limited Partnership of the Partnership, substantially in the form attached hereto as Exhibit A; (iii) A fully executed copy of the Assignment Agreement and Transfer Notice dated on or prior to the date hereof, in each case in form and substance reasonably acceptable to Dealer, together with evidence of delivery of the Transfer Notice to NASDAQ; (iv) Evidence of issuance of the Purchased Units credited to book-entry accounts maintained by the Partnership, as reflected in Schedule 4.02 to the Partnership AgreementContributor Consideration, free and clear of any liens, Liens (other than transfer restrictions Liens existing under the Partnership Agreement or those arising under applicable securities Law), by delivering (i) a Membership Interest certificate in a form acceptable to Contributor, evidencing the Equity Consideration; and applicable federal and state securities laws(ii) the Cash Consideration; (vb) An officer’s a counterpart to the Partnership Agreement Amendment duly executed by Xxxxxxxxxxxx XX as the general partner of the Partnership; (c) a certificate duly executed by the Secretary or an Assistant Secretary of Xxxxxxxxxxxx XX, dated as of the Closing Date, in customary form, attesting to (i) the Organizational Documents of the Partnership and (ii) the resolutions of the Partnership Board authorizing the execution and delivery by the Partnership of the Transaction Documents to which the Partnership is a party and the consummation of the transactions contemplated hereby and thereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date; (d) a certificate duly executed by an executive officer of the Partnership, dated as of the date hereofClosing Date, certifying as to and attaching (A) the certificate of limited partnership of the Partnership, (B) the Partnership Agreement, (C) resolutions authorizing the execution and delivery of this Agreement and the Assignment Agreement and the consummation of the transactions contemplated thereby, and (D) the incumbency of the officers authorized to execute this Agreement on behalf of the Partnership or the General Partner, as applicable, setting forth the name and title and bearing the signatures of such officers; (vi) A certificate of the Secretary of State of each applicable state, dated within ten Business Days prior to the date hereofin customary form, to the effect that each of Newmark Group, the General Partner conditions specified in Sections 6.3(a) and the Partnership is 6.3(b) have been satisfied in good standing (or certificate of similar import) in its jurisdiction of formationall respects; (viie) An officer’s certificate a certificate, duly executed and acknowledged by an executive officer of the Partnership, dated as of the date hereof, certifyingClosing Date, in his or her applicable capacityaccordance with Treasury Regulation Section 1.1445-2(b)(2), to the effect certifying that the conditions set forth in Sections 2(b)(i) and 2(b)(ii) have been satisfiedPartnership is not a “foreign person” within the meaning of Section 1445 of the Code; (viiif) A cross-receipt executed by a certificate dated as of a recent date of the Secretary of State of the state of organization with respect to the valid existence and good standing in such state of each of the Partnership and delivered to Dealer certifying as to the amounts that it has received from Dealer (to be held in escrow until the Closing DateEntities set forth on Schedule 6.5(f); and (ixg) True and correct copies of the fully executed Purchase Agreement together with all amendments thereto and all prior transfer notices delivered thereunder with respect to earn-out rights. (x) Such such other documents relating or instruments as Contributor reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement as Dealer may reasonably requestAgreement.

Partnership Deliveries. On or prior At Closing, subject to the date hereofterms and conditions of this Agreement, the Partnership shall will deliver, or cause to be delivered, to Dealer with respect to the Purchased Unitseach Purchaser or Bonanza, as applicable: (ia) An opinion from in-house counsel for the Partnership with respect to the matters set forth in Sections 2(f)(i), (ii), (iii), (iv) and (v) and 2(g)(ii) of this Agreement, which shall be addressed to Dealer and dated the date hereof; (ii) A fully executed copy of the Second Amended and Restated Agreement of Limited Partnership of the Partnership, substantially in the form attached hereto as Exhibit A; (iii) A fully executed copy of the Assignment Agreement and Transfer Notice dated on or prior to the date hereof, in each case in form and substance reasonably acceptable to Dealer, together with evidence of delivery of the Transfer Notice to NASDAQ; (iv) Evidence of issuance of a certificate evidencing the Purchased Units or the Purchased Units credited to book-entry accounts maintained by the Partnershiptransfer agent, as reflected the case may be, bearing the legend or restrictive notation set forth in Schedule 4.02 to Section 4.08, and meeting the requirements of the Amended Partnership Agreement, free and clear of any liensLiens, other than transfer restrictions under the Amended Partnership Agreement and applicable federal and state securities laws; (vb) An officera certificate of the Secretary of State of the State of Delaware, dated as of a recent date, to the effect that each of the General Partner and the Partnership is in good standing; (c) an Officer’s Certificate, substantially in the form attached to this Agreement as Exhibit B; (d) the Partnership Agreement Amendment, duly executed by the General Partner; (e) the Registration Rights Agreement, duly executed by the General Partner on behalf of the Partnership; (f) the Monitoring Agreement, duly executed by the General Partner; (g) the Standstill Agreement, duly executed by the General Partner; (h) Lock-Up Agreements, duly executed by the Founders and Mid-Con Energy III, LLC; (i) a certificate of the Secretary or Assistant Secretary of the General Partner, on behalf of the Partnership, dated as of the date hereofClosing Date, certifying as to and attaching (Ai) the certificate of formation of the General Partner, the GP LLC Agreement, the certificate of limited partnership of the Partnership, (B) and the Partnership Agreement, (Cii) board resolutions authorizing the execution and delivery of this Agreement and the Assignment Agreement Transaction Agreements and the consummation of the transactions contemplated thereby, thereby and (Diii) the incumbency of the incumbent officers authorized to execute this Agreement on behalf of the Partnership or the General Partner, as applicableTransaction Agreements, setting forth the name and title and bearing the signatures of such officers; (vij) A certificate of the Secretary of State of each applicable statea cross receipt, dated within ten Business Days prior to the date hereofClosing Date, to the effect that each of Newmark Group, the General Partner and the Partnership is in good standing (or certificate of similar import) in its jurisdiction of formation; (vii) An officer’s certificate of the Partnership, dated as of the date hereof, certifying, in his or her applicable capacity, to the effect that the conditions set forth in Sections 2(b)(i) and 2(b)(ii) have been satisfied; (viii) A cross-receipt executed by the Partnership and delivered to Dealer certifying as to confirming that the amounts that it Partnership has received from Dealer such Purchaser’s Purchase Price; (k) a duly executed waiver of the General Partner with respect to be held certain of its rights under the Partnership Agreement, in escrow until substantially the Closing Date)form attached hereto as Exhibit D; and (ixl) True and correct copies payment to Bonanza, by wire transfer of the fully executed Purchase Agreement together with all amendments thereto and all prior transfer notices delivered thereunder with respect to earn-out rights. (x) Such other documents relating immediately available funds, of an amount equal to the transactions contemplated by this Agreement as Dealer may reasonably requestReimbursable Legal Expenses set forth in the Expense Notice.

Partnership Deliveries. On or prior At Closing, subject to the date hereofterms and conditions of this Agreement, the Partnership shall will deliver, or cause to be delivered, to Dealer with respect to the Purchased Unitseach Class B Purchaser or Xxxx, as applicable: (ia) An opinion from in-house counsel for the Partnership with respect to the matters set forth in Sections 2(f)(i), (ii), (iii), (iv) and (v) and 2(g)(ii) of this Agreement, which shall be addressed to Dealer and dated the date hereof; (ii) A fully executed copy of the Second Amended and Restated Agreement of Limited Partnership of the Partnership, substantially in the form attached hereto as Exhibit A; (iii) A fully executed copy of the Assignment Agreement and Transfer Notice dated on or prior to the date hereof, in each case in form and substance reasonably acceptable to Dealer, together with evidence of delivery of the Transfer Notice to NASDAQ; (iv) Evidence of issuance of a certificate evidencing the Purchased Units or the Purchased Units credited to book-entry accounts maintained by the Partnershiptransfer agent, as reflected the case may be, bearing the legend or restrictive notation set forth in Schedule 4.02 to Section 4.08, and meeting the requirements of the Amended Partnership Agreement, free and clear of any liensLiens, other than transfer restrictions under the Amended Partnership Agreement and applicable federal and state securities laws; (vb) An officera certificate of the Secretary of State of the State of Delaware, dated as of a recent date, to the effect that each of the General Partner and the Partnership is in good standing; (c) an Officer’s Certificate, substantially in the form attached to this Agreement as Exhibit F; (d) the Second Amendment, duly executed by the General Partner; (e) the Registration Rights Agreement, duly executed by the General Partner on behalf of the Partnership; (f) the Monitoring Agreement, duly executed by the General Partner; (g) the Standstill Agreement, duly executed by the General Partner; (h) Lock-Up Agreements, duly executed by Xxxxxxx X. Xxxxxxxx, Xxxxxxx Xxxxxxxx and Mid-Con Energy III, LLC; (i) a certificate of the Secretary or Assistant Secretary of the General Partner, on behalf of the Partnership, dated as of the date hereofClosing Date, certifying as to and attaching (Ai) the certificate of formation of the General Partner, the GP LLC Agreement, the certificate of limited partnership of the Partnership, (B) and the Partnership Agreement, (Cii) board resolutions authorizing the execution and delivery of this Agreement and the Assignment Agreement Transaction Agreements and the consummation of the transactions contemplated thereby, thereby and (Diii) the incumbency of the incumbent officers authorized to execute this Agreement on behalf of the Partnership or the General Partner, as applicableTransaction Agreements, setting forth the name and title and bearing the signatures of such officers; (vij) A certificate of the Secretary of State of each applicable statea cross receipt, dated within ten Business Days prior to the date hereofClosing Date, to the effect that each of Newmark Group, the General Partner and the Partnership is in good standing (or certificate of similar import) in its jurisdiction of formation; (vii) An officer’s certificate of the Partnership, dated as of the date hereof, certifying, in his or her applicable capacity, to the effect that the conditions set forth in Sections 2(b)(i) and 2(b)(ii) have been satisfied; (viii) A cross-receipt executed by the Partnership and delivered to Dealer certifying as to confirming that the amounts that it Partnership has received from Dealer such Class B Purchaser’s Purchase Price; (k) a duly executed waiver of the General Partner with respect to be held certain of its rights under the Partnership Agreement, in escrow until substantially the Closing Date)form attached hereto as Exhibit H; and (ixl) True and correct copies payment to Xxxx, by wire transfer of the fully executed Purchase Agreement together with all amendments thereto and all prior transfer notices delivered thereunder with respect to earn-out rights. (x) Such other documents relating immediately available funds, of an amount equal to the transactions contemplated by this Agreement as Dealer may reasonably requestReimbursable Legal Expenses set forth in the Expense Notice.

Partnership Deliveries. On or prior At the Closing, subject to the date terms and conditions hereof, the Partnership shall will deliver, or cause to be delivered, to Dealer with respect to the Purchased Unitseach Purchaser: (ia) An opinion from in-house counsel for the Partnership with respect to the matters set forth in Sections 2(f)(i), (ii), (iii), (iv) and (v) and 2(g)(ii) of this Agreement, which shall be addressed to Dealer and dated the date hereof; (ii) A fully executed copy of the Second Amended and Restated Agreement of Limited Partnership of the Partnership, substantially in the form attached hereto as Exhibit A; (iii) A fully executed copy of the Assignment Agreement and Transfer Notice dated on or prior to the date hereof, in each case in form and substance reasonably acceptable to Dealer, together with evidence of delivery of the Transfer Notice to NASDAQ; (iv) Evidence of issuance of the Purchased Units credited to book-entry accounts maintained by the transfer agent of the Partnership, as reflected bearing the legend or restrictive notation set forth in Schedule 4.02 to the Partnership AgreementSection 4.9, free and clear of any liensall Liens, other than transfer restrictions under the Partnership Agreement and applicable federal and state securities laws; (vb) the Registration Rights Agreement in the form attached to this Agreement as Exhibit A, which shall have been duly executed by the Partnership; (c) A certificate of the Secretary of State of the State of Delaware, dated a recent date, to the effect that each of the Partnership Entities is in good standing; (d) An officer’s certificate of opinion addressed to the Purchasers from Xxxxxx & Xxxxxxx LLP, legal counsel to the Partnership, dated as of the Closing, in the form and substance attached hereto as Exhibit B; (e) A certificate, dated the Closing Date and signed by the President and Chief Executive Officer of the General Partner, on behalf of the Partnership, in his capacity as such, stating that: (i) The Partnership has performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by the Partnership on or prior to the Closing Date; (ii) The representations and warranties of the Partnership contained in this Agreement that are qualified by materiality or Material Adverse Effect are true and correct as of the Closing Date and all other representations and warranties of the Partnership are, individually and in the aggregate, true and correct in all material respects as of the Closing Date (except that representations and warranties made as of a specific date hereofshall be required to be true and correct as of such date only); and (iii) Such officer is not aware of any information that would reasonably be expected to prevent, materially delay or materially impede the consummation of the Acquisition or the other transactions contemplated by the Contribution Agreement. (f) A certificate of the Secretary or Assistant Secretary of the General Partner, on behalf of the Partnership, certifying as to and attaching (A1) the certificate Certificate of limited partnership Limited Partnership of the Partnership, (B) Partnership and the Partnership Agreement, (C2) board resolutions authorizing the execution and delivery of this Agreement and the Assignment Agreement Operative Documents and the consummation of the transactions contemplated thereby, including the issuance of the Purchased Units, and (D3) the incumbency of the its incumbent officers authorized to execute this Agreement on behalf of the Partnership or the General Partner, as applicableOperative Documents, setting forth the name and title and bearing the signatures of such officers; (vig) A certificate of the Secretary of State of each applicable statereceipt, dated within ten Business Days prior to the date hereofClosing Date, to the effect that each of Newmark Group, the General Partner and executed by the Partnership is in good standing (or certificate of similar import) in its jurisdiction of formation; (vii) An officer’s certificate of the Partnership, dated as of the date hereof, certifying, in his or her applicable capacity, to the effect that the conditions set forth in Sections 2(b)(i) and 2(b)(ii) have been satisfied; (viii) A cross-receipt executed by Partnership has received the Partnership and delivered to Dealer certifying as Aggregate Purchase Price with respect to the amounts that it has received from Dealer (Purchased Units issued and sold to be held in escrow until the Closing Date)Purchasers; and (ixh) True The “lock-up” agreements, each substantially in the form of Exhibit C hereto, between the Placement Agent and correct copies (i) Partnership, (ii) each of the fully executed Purchase Agreement together with all amendments thereto officers and all prior transfer notices delivered thereunder with respect directors of the Partnership and (iii) each of ETP Holdco, Heritage, ETC M-A and ETP Retail, in each case as defined below, related to earn-out rightssales and certain other dispositions of Common Units or certain other securities, shall be in full force and effect on the Closing Date. (x) Such other documents relating to the transactions contemplated by this Agreement as Dealer may reasonably request.

Partnership Deliveries. On or prior At the Closing, subject to the date hereofterms and conditions of this Agreement, the Partnership shall deliver, or cause to be delivered, to Dealer with respect to the Purchased UnitsContributor: (ia) An opinion from in-house counsel for the Partnership with respect to the matters set forth in Sections 2(f)(i), (ii), (iii), (iv) and (v) and 2(g)(ii) of this Agreement, which shall be addressed to Dealer and dated the date hereof; (ii) A fully executed copy of the Second Amended and Restated Agreement of Limited Partnership of the Partnership, substantially in the form attached hereto as Exhibit A; (iii) A fully executed copy of the Assignment Agreement and Transfer Notice dated on or prior to the date hereof, in each case in form and substance reasonably acceptable to Dealer, together with evidence of delivery of the Transfer Notice to NASDAQ; (iv) Evidence of issuance of the Purchased Units credited to book-entry accounts maintained by the Partnership, as reflected in Schedule 4.02 to the Partnership AgreementContributor Consideration, free and clear of any liens, Liens (other than transfer restrictions Liens existing under the Partnership Agreement or those arising under applicable securities Law), by delivering (i) an executed certificate of the Partnership’s transfer agent, in a form acceptable to Contributor, certifying as to the book entry issuance to Contributor of the Common Units comprising the Common Units Consideration, (ii) a Membership Interest certificate in a form acceptable to Contributor, evidencing the Series A Convertible Units Consideration; and applicable federal (iii) the Cash Consideration, as both the amounts of the Equity Consideration and state securities lawsthe Cash Consideration may have been adjusted as provided in Section 2.2; (vb) An officer’s a counterpart to the Partnership Agreement Amendment duly executed by Xxxxxxxxxxxx XX as the general partner of the Partnership; (c) a certificate duly executed by the Secretary or an Assistant Secretary of Xxxxxxxxxxxx XX, dated as of the Closing Date, in customary form, attesting to (i) the Organizational Documents of the Partnership and (ii) the resolutions of the Partnership Board authorizing the execution and delivery by the Partnership of the Transaction Documents to which the Partnership is a party and the consummation of the transactions contemplated hereby and thereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date; (d) a certificate duly executed by an executive officer of the Partnership, dated as of the date hereofClosing Date, certifying as to and attaching (A) the certificate of limited partnership of the Partnership, (B) the Partnership Agreement, (C) resolutions authorizing the execution and delivery of this Agreement and the Assignment Agreement and the consummation of the transactions contemplated thereby, and (D) the incumbency of the officers authorized to execute this Agreement on behalf of the Partnership or the General Partner, as applicable, setting forth the name and title and bearing the signatures of such officers; (vi) A certificate of the Secretary of State of each applicable state, dated within ten Business Days prior to the date hereofin customary form, to the effect that each of Newmark Group, the General Partner conditions specified in Sections 6.3(a) and the Partnership is 6.3(b) have been satisfied in good standing (or certificate of similar import) in its jurisdiction of formationall respects; (viie) An officer’s certificate a certificate, duly executed and acknowledged by an executive officer of the Partnership, dated as of the date hereof, certifyingClosing Date, in his or her applicable capacityaccordance with Treasury Regulation Section 1.1445-2(b)(2), to the effect certifying that the conditions set forth in Sections 2(b)(i) and 2(b)(ii) have been satisfiedPartnership is not a “foreign person” within the meaning of Section 1445 of the Code; (viiif) A cross-receipt executed by a certificate dated as of a recent date of the Secretary of State of the state of organization with respect to the valid existence and good standing in such state of each of the Partnership and delivered to Dealer certifying as to the amounts that it has received from Dealer (to be held in escrow until the Closing DateEntities set forth on Schedule 6.5(f); and (ixg) True and correct copies of the fully executed Purchase Agreement together with all amendments thereto and all prior transfer notices delivered thereunder with respect to earn-out rights. (x) Such such other documents relating or instruments as Contributor reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement as Dealer may reasonably requestAgreement.

Partnership Deliveries. On or prior At the Closing, subject to the date terms and conditions hereof, the Partnership shall will deliver, or cause to be delivered, to Dealer with respect to the Purchased Unitseach Purchaser: (ia) An opinion from in-house counsel for the Partnership with respect to the matters set forth in Sections 2(f)(i), (ii), (iii), (iv) and (v) and 2(g)(ii) of this Agreement, which shall be addressed to Dealer and dated the date hereof; (ii) A fully executed copy of the Second Amended and Restated Agreement of Limited Partnership of the Partnership, substantially in the form attached hereto as Exhibit A; (iii) A fully executed copy of the Assignment Agreement and Transfer Notice dated on or prior to the date hereof, in each case in form and substance reasonably acceptable to Dealer, together with evidence of delivery of the Transfer Notice to NASDAQ; (iv) Evidence of issuance of the Purchased Units credited to book-entry accounts maintained by the transfer agent of the Partnership, as reflected bearing the legend or restrictive notation set forth in Schedule 4.02 to the Partnership AgreementSection 4.9, free and clear of any liensall Liens, other than transfer restrictions under the Partnership Agreement and applicable federal and state securities laws; (vb) the Registration Rights Agreement in the form attached to this Agreement as Exhibit A, which shall have been duly executed by the Partnership; (c) A certificate of the Secretary of State of the State of Delaware, dated a recent date, to the effect that each of the Partnership Entities is in good standing; (d) An officer’s certificate of opinion addressed to the Purchasers from Xxxxxx & Xxxxxxx LLP, legal counsel to the Partnership, dated as of the Closing, in the form and substance attached hereto as Exhibit B; (e) A certificate, dated the Closing Date and signed by each of the Chief Executive Officer and the Chief Financial Officer of the General Partner, on behalf of the Partnership, in their capacities as such, stating that: (i) The Partnership has performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by the Partnership on or prior to the Closing Date; and (ii) The representations and warranties of the Partnership contained in this Agreement that are qualified by materiality or Material Adverse Effect are true and correct as of the Closing Date and all other representations and warranties of the Partnership are, individually and in the aggregate, true and correct in all material respects as of the Closing Date (except that representations and warranties made as of a specific date hereofshall be required to be true and correct as of such date only); and (f) A certificate of the Secretary or Assistant Secretary of the General Partner, on behalf of the Partnership, certifying as to and attaching (A1) the certificate Certificate of limited partnership Limited Partnership of the Partnership, (B) Partnership and the Partnership Agreement, (C2) board resolutions authorizing the execution and delivery of this Agreement and the Assignment Agreement Operative Documents and the consummation of the transactions contemplated thereby, including the issuance of the Purchased Units, and (D3) the incumbency of the its incumbent officers authorized to execute this Agreement on behalf of the Partnership or the General Partner, as applicableOperative Documents, setting forth the name and title and bearing the signatures of such officers; (vi) A certificate of the Secretary of State of each applicable state, dated within ten Business Days prior to the date hereof, to the effect that each of Newmark Group, the General Partner and the Partnership is in good standing (or certificate of similar import) in its jurisdiction of formation; (vii) An officer’s certificate of the Partnership, dated as of the date hereof, certifying, in his or her applicable capacity, to the effect that the conditions set forth in Sections 2(b)(i) and 2(b)(ii) have been satisfied; (viii) A cross-receipt executed by the Partnership and delivered to Dealer certifying as to the amounts that it has received from Dealer (to be held in escrow until the Closing Date); and (ix) True and correct copies of the fully executed Purchase Agreement together with all amendments thereto and all prior transfer notices delivered thereunder with respect to earn-out rights. (x) Such other documents relating to the transactions contemplated by this Agreement as Dealer may reasonably request.

Partnership Deliveries. On or prior At the applicable Closing, subject to the date terms and conditions hereof, the Partnership shall will deliver, or cause to be delivered, to Dealer with respect to the Purchased Unitseach Purchaser: (i) An opinion from in-house counsel for the Partnership with respect to the matters set forth in Sections 2(f)(i), (ii), (iii), (iv) and (v) and 2(g)(ii) of this Agreement, which shall be addressed to Dealer and dated the date hereof; (ii) A fully executed copy of the Second Amended and Restated Agreement of Limited Partnership of the Partnership, substantially in the form attached hereto as Exhibit A; (iii) A fully executed copy of the Assignment Agreement and Transfer Notice dated on or prior to the date hereof, in each case in form and substance reasonably acceptable to Dealer, together with evidence of delivery of the Transfer Notice to NASDAQ; (iva) Evidence of issuance of the Purchased Units purchased by the Purchasers at such applicable Closing credited to book-entry accounts maintained by the Partnershiptransfer agent, as reflected in Schedule 4.02 to bearing a restrictive notation meeting the requirements of the Partnership Agreement, as amended by the Fourth Amended and Restated Agreement of Limited Partnership, free and clear of any liensLiens, other than transfer restrictions under the Partnership Agreement, as amended by the Fourth Amended and Restated Agreement of Limited Partnership, or the Xxxxxxxx Islands LP Act and applicable federal and state securities laws; (vb) An officer’s certificate A “Supplemental Listing Application” approving the Conversion Units for listing by the NYSE, subject to notice of issuance; (c) A copy of the Fourth Amended and Restated Agreement of Limited Partnership, duly executed by the General Partner, on behalf of itself and the limited partners of the Partnership, dated as and Teekay Corporation. (d) Copies of the date hereof, certifying as to and attaching (Ai) the certificate Certificate of limited partnership of the Partnership, (B) the Limited Partnership Agreement, (C) resolutions authorizing the execution and delivery of this Agreement and the Assignment Agreement and the consummation of the transactions contemplated thereby, and (D) the incumbency of the officers authorized to execute this Agreement on behalf of the Partnership or and (ii) the Certificate of Formation of the General Partner, each certified by the Registrar of Corporations of the Republic of the Xxxxxxxx Islands as applicable, setting forth the name and title and bearing the signatures of such officersa recent date; (vie) A certificate of the Secretary Registrar of State Corporations of each applicable statethe Republic of the Xxxxxxxx Islands, dated within ten Business Days prior to the date hereofa recent date, to the effect that each of Newmark Group, the General Partner and the Partnership is in good standing (or certificate of similar import) in its jurisdiction of formationstanding; (vii) An officer’s certificate of the Partnership, dated as of the date hereof, certifying, in his or her applicable capacity, to the effect that the conditions set forth in Sections 2(b)(i) and 2(b)(ii) have been satisfied; (viiif) A cross-receipt executed by the Partnership and delivered to Dealer such Purchaser certifying as to the amounts that it has received the Purchase Price from Dealer such Purchaser as of the applicable Closing Date for the Purchased Units purchased thereby at such Closing; (g) An opinion addressed to the Purchasers from Xxxxxxx Coie LLP, legal counsel to the Partnership, dated as of the applicable Closing Date, in the form and substance attached hereto as Exhibit A; (h) An opinion addressed to the Purchasers from Xxxxxx Xxxxxx & Xxxxxxxx LLP, special counsel to the Partnership relating to Xxxxxxxx Islands and New York law, dated as of the applicable Closing Date, in the form and substance attached hereto as Exhibit B; (i) A certificate, dated the applicable Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer, or by the Vice President or Secretary of the General Partner, on behalf of the Partnership, in his or her capacities as such, stating that: (i) The Partnership has performed and complied with the covenants and agreements contained in this Agreement that are required to be held in escrow until performed and complied with by the Partnership on or prior to the applicable Closing Date); and (ixii) True The representations and warranties of the Partnership contained in this Agreement that are qualified by materiality or Material Adverse Effect were true and correct copies when made and are true and correct as of the fully executed Purchase Agreement together with all amendments thereto applicable Closing Date and all prior transfer notices delivered thereunder other representations and warranties of the Partnership were true and correct in all material respects when made and are true and correct in all material respects as of the applicable Closing Date; in each case as though made at and as of the applicable Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct or true and correct in all material respects, as applicable, as of such date only); (j) A certificate of the Secretary or Assistant Secretary of the General Partner, on behalf of the Partnership, certifying as to (1) the Certificate of Limited Partnership of the Partnership and the Fourth Amended and Restated Agreement of Limited Partnership, (2) the Certificate of Formation of the General Partner and the GP LLC Agreement, (3) board resolutions authorizing the execution and delivery of the Basic Documents and the consummation of the transactions contemplated thereby, including the issuance of the Purchased Units and (4) the signatures of the officers executing this Agreement; (k) A duly executed waiver of the General Partner with respect to earn-out rights.certain of its rights under the Partnership Agreement, in substantially the form attached hereto as Exhibit C; (xl) The Registration Rights Agreement, which shall have been duly executed by the Partnership and the General Partner; (m) The Convertible Promissory Note, which shall have been duly executed by the Partnership and acknowledged by Teekay Corporation; and (n) Such other documents relating to the transactions contemplated by this Agreement as Dealer the Purchasers or their counsel may reasonably request.

Partnership Deliveries. On or prior At the Closing, subject to the date hereofterms and conditions of this Agreement, the Partnership shall will deliver, or cause to be delivered, to Dealer each Purchaser: (a) The Purchased Units by delivering certificates (bearing the legend set forth in Section 4.09 and meeting the requirements of the Partnership Agreement) evidencing such Purchased Units at the Closing, all free and clear of any Liens, encumbrances or interests of any other party other than restrictions on transfer imposed this Agreement, any federal and state securities Laws and those imposed by such Purchaser; (b) Copies of (i) the Certificate of Limited Partnership of the Partnership and (ii) the Certificate of Formation of the General Partner, each certified by the Secretary of State of the State of Delaware, dated as of a recent date, and as certified pursuant to Section 6.02(h); (c) A certificate of the Secretary of State of the State of Delaware, dated as of a recent date, that each of the Partnership and the General Partner is in good standing; (d) A cross-receipt, dated the Closing Date, executed by the Partnership and delivered to each Purchaser certifying that it has received the Allocated Purchase Amount with respect to the Purchased Units:Units issued and sold to such Purchaser; (e) The Registration Rights Agreement, in substantially the form attached to this Agreement as Exhibit A, which shall have been duly executed by the Partnership; (f) An opinion addressed to the Purchasers from legal counsel to the Partnership, dated the Closing Date, substantially similar in substance to the form of opinion attached to this Agreement as Exhibit B; (g) An Officer’s Certificate, substantially in the form attached to this Agreement as Exhibit C; (h) A certificate of the Secretary or Assistant Secretary of the General Partner, on behalf of itself and the Partnership, certifying as to (i) An opinion from in-house counsel for the Partnership with respect to the matters set forth in Sections 2(f)(i), (ii), (iii), (iv) and (v) and 2(g)(ii) of this Agreement, which shall be addressed to Dealer and dated the date hereof; (ii) A fully executed copy of the Second Amended and Restated Agreement Certificate of Limited Partnership of the Partnership, substantially in ; (ii) the form attached hereto as Exhibit A; Certificate of Formation of the General Partner; (iii) A fully executed copy of the Assignment Agreement and Transfer Notice dated on or prior to the date hereof, in each case in form and substance reasonably acceptable to Dealer, together with evidence of delivery of the Transfer Notice to NASDAQ; (iv) Evidence of issuance of the Purchased Units credited to book-entry accounts maintained by the Partnership, as reflected in Schedule 4.02 to the Partnership Agreement, free and clear of any liens, other than transfer restrictions under the Partnership Agreement and applicable federal and state securities laws; (v) An officer’s certificate of the Partnership, dated as of the date hereof, certifying as to and attaching (A) the certificate of limited partnership of the Partnership, (B) the Partnership Agreement, as amended; (Civ) the limited liability company agreement, as amended, of the General Partner; (v) board resolutions authorizing the execution and delivery of this Agreement and the Assignment Agreement other Basic Documents and the consummation of the transactions contemplated thereby, thereby and hereby; and (Dvi) the incumbency of the incumbent officers authorized to execute this Agreement on behalf of the Partnership or the General Partner, as applicableBasic Documents, setting forth the name and title and bearing the signatures of such officers;; and (vii) A certificate of The Lock-Up Letter from the Secretary of State of each applicable stateGeneral Partner, dated within ten Business Days prior to the date hereof, to the effect that each of Newmark Groupits directors and executive officers, the General Partner and the Partnership is in good standing (or certificate of similar import) in its jurisdiction of formation; (vii) An officer’s certificate each director and executive officer of the Partnership, dated as of in substantially the date hereof, certifying, in his or her applicable capacity, form attached to the effect that the conditions set forth in Sections 2(b)(i) and 2(b)(ii) have been satisfied; (viii) A cross-receipt executed by the Partnership and delivered to Dealer certifying as to the amounts that it has received from Dealer (to be held in escrow until the Closing Date); and (ix) True and correct copies of the fully executed Purchase Agreement together with all amendments thereto and all prior transfer notices delivered thereunder with respect to earn-out rights. (x) Such other documents relating to the transactions contemplated by this Agreement as Dealer may reasonably requestExhibit E, which shall have been duly executed by each such Person.

Partnership Deliveries. On or prior At the Closing, subject to the date hereofterms and conditions of this Agreement, the Partnership shall will deliver, or cause to be delivered, to Dealer with respect to the Purchased Unitseach Purchaser: (ia) An opinion from in-house counsel for the Partnership with respect to the matters set forth in Sections 2(f)(i), (ii), (iii), (iv) and (v) and 2(g)(ii) of this Agreement, which shall be addressed to Dealer and dated the date hereof; (ii) A fully executed copy of the Second Amended and Restated Agreement of Limited Partnership of the Partnership, substantially in the form attached hereto as Exhibit A; (iii) A fully executed copy of the Assignment Agreement and Transfer Notice dated on or prior to the date hereof, in each case in form and substance reasonably acceptable to Dealer, together with evidence of delivery of the Transfer Notice to NASDAQ; (iv) Evidence of issuance of the Purchased Units being credited to book-entry accounts maintained by the transfer agent of the Partnership, as reflected bearing the legend or restrictive notation set forth in Schedule 4.02 to Section 4.09, and meeting the requirements of the Amended Partnership Agreement, free and clear of any liensLiens, other than transfer restrictions under the Amended Partnership Agreement and applicable federal and state securities laws; (vb) An officer’s a certificate of the Secretary of State of the State of Delaware, dated as of a recent date, to the effect that each of the General Partner and the Partnership is in good standing; (c) an opinion addressed to the Purchasers from Hunton Axxxxxx Xxxxx LLP, special counsel to the Partnership dated such Closing Date, substantially similar in substance to the form of opinion attached to this Agreement as Exhibit C; (d) the Amended and Restated Registration Rights Agreement, duly executed by the General Partner on behalf of the Partnership, dated in substantially the form attached to this Agreement as Exhibit A; (e) the Amended Partnership Agreement, duly executed by the General Partner, in substantially the form attached to this Agreement as Exhibit B; (f) an Officer’s Certificate, duly executed by the Chief Executive Officer or the Chief Financial Officer of the date hereofGeneral Partner, in substantially the form attached to this Agreement as Exhibit E; (g) a supplemental listing application, duly submitted by the Partnership to the NYSE, pursuant to which the NYSE has approved, subject to issuance, the Warrant Exercise Units and the Redemption Units for listing by the NYSE; (h) the Par Warrant duly executed by the Partnership and exercisable to purchase such number of Warrant Exercise Units set forth across from each Purchaser’s name on Schedule A hereto, subject to adjustment as provided in the terms thereof, in substantially the form attached to this Agreement as Exhibit G; (i) the Premium Warrant duly executed by the Partnership and exercisable to purchase such number of Warrant Exercise Units set forth across from each Purchaser’s name on Schedule A hereto, subject to adjustment as provided in the terms thereof, in substantially the form attached to this Agreement as Exhibit H; (j) a certificate executed by the Secretary or Assistant Secretary of the General Partner, on behalf of the Partnership, certifying as to and attaching (Ai) the certificate of formation of the General Partner, the GP LLC Agreement, the certificate of limited partnership of the Partnership, (B) and the Amended Partnership Agreement, (Cii) board resolutions authorizing the execution and delivery of this Agreement and the Assignment Agreement Transaction Agreements and the consummation of the transactions contemplated thereby, thereby and (Diii) the incumbency of the incumbent officers authorized to execute this Agreement on behalf of the Partnership or the General Partner, as applicableTransaction Agreements, setting forth the name and title and bearing the signatures of such officers; (vik) A certificate of the Secretary of State of each applicable state, dated within ten Business Days prior to the date hereof, to the effect that each of Newmark Group, the General Partner and the Partnership is in good standing (or certificate of similar import) in its jurisdiction of formation; (vii) An officer’s certificate of the Partnershipa cross receipt, dated as of the date hereofClosing Date, certifying, in his or her applicable capacity, to the effect that the conditions set forth in Sections 2(b)(i) and 2(b)(ii) have been satisfied; (viii) A cross-receipt executed by the Partnership and delivered confirming that the Partnership has received such Purchaser’s Purchase Price; (l) a duly executed waiver of the General Partner with respect to Dealer certifying certain of its rights under the Partnership Agreement, in substantially the form attached hereto as Exhibit D; (i) to the amounts that it has received from Dealer payees set forth in an Expense Notice delivered by a Purchaser to the Partnership in accordance with Section 2.02, payment by the Partnership on behalf of such Purchaser of such Purchaser’s Reimbursable Expenses to each payee set forth in such Expense Notice in the amount set forth opposite such payee’s name on such Expense Notice, in each case in cash by wire transfer of immediately available funds to the bank account or accounts set forth across such payee’s name in the Expense Notice (subject to be held in escrow until Section 8.15), and (ii) to each Person set forth on Schedule B hereto, payment of such Person’s portion of the Closing Date)Fee in the amount set forth opposite such Person’s name on Schedule B hereto in cash by wire transfer of immediately available funds to the bank account or accounts designated by Purchasers in the Expense Notice; and (ixn) True and correct copies of the fully executed Purchase Agreement together with all amendments thereto and all prior transfer notices delivered thereunder with respect to earn-out rights. (x) Such such other documents relating to the transactions contemplated by this Agreement as Dealer the Purchasers or their counsel may reasonably request.

Partnership Deliveries. On or prior At the Closing, subject to the date hereofterms and conditions of this Agreement, the Partnership shall will deliver, or cause to be delivered, to Dealer each Purchaser: (a) The Restricted Units by delivering certificates (bearing the legend set forth in Section 4.09 and meeting the requirements of the Partnership Agreement) evidencing such Restricted Units at the Closing, all free and clear of any Liens, encumbrances or interests of any other party other than restrictions on transfer imposed by federal and state securities Laws and those imposed by such Purchaser; provided, however, that such certificates representing the Restricted Units may be delivered within seven (7) Business Days of the Closing Date; (b) Copies of (i) the Certificate of Limited Partnership of the Partnership and (ii) the Certificate of Formation of the General Partner, each certified by the Secretary of State of the State of Delaware, dated as of a recent date, and as certified pursuant to Section 6.02(h); (c) A certificate of the Secretary of State of the State of Delaware, dated as of a recent date, that each of the Partnership and the General Partner is in good standing; (d) A cross-receipt, dated the Closing Date, executed by the Partnership and delivered to each Purchaser certifying that it has received the Commitment Purchase Amount with respect to the Purchased Units:Restricted Units issued and sold to such Purchaser; (e) An opinion addressed to the Purchasers from legal counsel to the Partnership, dated the Closing Date, substantially similar in substance to the form of opinion attached to this Agreement as Exhibit A; and (f) A certificate of the Secretary or Assistant Secretary of the General Partner, on behalf of itself and the Partnership, certifying as to (i) An opinion from in-house counsel for the Partnership with respect to the matters set forth in Sections 2(f)(i), (ii), (iii), (iv) and (v) and 2(g)(ii) of this Agreement, which shall be addressed to Dealer and dated the date hereof; (ii) A fully executed copy of the Second Amended and Restated Agreement Certificate of Limited Partnership of the Partnership, substantially in ; (ii) the form attached hereto as Exhibit A; Certificate of Formation of the General Partner; (iii) A fully executed copy of the Assignment Agreement and Transfer Notice dated on or prior to the date hereof, in each case in form and substance reasonably acceptable to Dealer, together with evidence of delivery of the Transfer Notice to NASDAQ; (iv) Evidence of issuance of the Purchased Units credited to book-entry accounts maintained by the Partnership, as reflected in Schedule 4.02 to the Partnership Agreement, free and clear of any liens, other than transfer restrictions under the Partnership Agreement and applicable federal and state securities laws; (v) An officer’s certificate of the Partnership, dated as of the date hereof, certifying as to and attaching (A) the certificate of limited partnership of the Partnership, (B) the Partnership Agreement, ; (Civ) the limited liability company agreement of the General Partner; (v) board resolutions authorizing the execution and delivery of this Agreement and the Assignment Agreement Basic Documents and the consummation of the transactions contemplated thereby, thereby and hereby; and (Dvi) the incumbency of the incumbent officers authorized to execute this Agreement on behalf of the Partnership or the General Partner, as applicableBasic Documents, setting forth the name and title and bearing the signatures of such officers; (vi) A certificate of the Secretary of State of each applicable state, dated within ten Business Days prior to the date hereof, to the effect that each of Newmark Group, the General Partner and the Partnership is in good standing (or certificate of similar import) in its jurisdiction of formation; (vii) An officer’s certificate of the Partnership, dated as of the date hereof, certifying, in his or her applicable capacity, to the effect that the conditions set forth in Sections 2(b)(i) and 2(b)(ii) have been satisfied; (viii) A cross-receipt executed by the Partnership and delivered to Dealer certifying as to the amounts that it has received from Dealer (to be held in escrow until the Closing Date); and (ix) True and correct copies of the fully executed Purchase Agreement together with all amendments thereto and all prior transfer notices delivered thereunder with respect to earn-out rights. (x) Such other documents relating to the transactions contemplated by this Agreement as Dealer may reasonably request.

Partnership Deliveries. On or prior At a Closing, subject to the date hereofterms and conditions of this Agreement, the Partnership shall will deliver, or cause to be delivered, to Dealer with respect to the Purchased Unitseach Purchaser: (ia) An opinion from in-house counsel for the Partnership with respect to the matters set forth in Sections 2(f)(i), (ii), (iii), (iv) and (v) and 2(g)(ii) of this Agreement, which shall be addressed to Dealer and dated the date hereof; (ii) A fully executed copy of the Second Amended and Restated Agreement of Limited Partnership of the Partnership, substantially in the form attached hereto as Exhibit A; (iii) A fully executed copy of the Assignment Agreement and Transfer Notice dated on or prior to the date hereof, in each case in form and substance reasonably acceptable to Dealer, together with evidence of delivery of the Transfer Notice to NASDAQ; (iv) Evidence of issuance of a certificate evidencing the Purchased Units or the Purchased Units credited to book-entry accounts maintained by the Partnershiptransfer agent, as reflected the case may be, bearing the legend or restrictive notation set forth in Schedule 4.02 to Section 4.09, and meeting the requirements of the Partnership Agreement, free and clear of any liensLiens, other than transfer restrictions under the Partnership Agreement and applicable federal and state securities laws; (vb) An officera certificate of the Secretary of State of the State of Delaware, dated a recent date, to the effect that each of the General Partner and the Partnership is in good standing; (c) an Officer’s certificate Certificate substantially in the form attached to this Agreement as Exhibit E; (d) an opinion addressed to the Purchasers from Xxxxxxx Xxxxx LLP, special counsel to the Partnership dated such Closing Date, substantially similar in substance to the form of opinion attached to this Agreement as Exhibit F; (e) with respect to the Initial Closing Date only, the Registration Rights Agreement, duly executed by the General Partner on behalf of the Partnership, dated in substantially the form attached to this Agreement as Exhibit A; (f) with respect to the Initial Closing Date only, the Partnership Agreement Amendment, duly executed by the General Partner, in substantially the form attached to this Agreement as Exhibit D; (g) with respect to the Initial Closing Date only, the Voting Agreement, duly executed by the members of the date hereofGeneral Partner party thereto, in substantially the form attached to this Agreement as Exhibit C; (h) with respect to the Initial Closing Date only, a supplemental listing application filed by the Partnership with the NYSE; (i) with respect to the Initial Closing Date only, the Board Observation Rights Agreement, duly executed by the General Partner, in substantially the form attached to this Agreement as Exhibit B; (j) a Warrant duly executed by the Partnership and exercisable to purchase such number of Warrant Exercise Units set forth across from each Purchaser’s name on Schedule A hereto with respect to the Initial Closing Date or Schedule B hereto with respect to the Second Closing Date, subject to adjustment as provided in the terms thereof; (k) with respect to the Initial Closing Date only, a certificate of the Secretary or Assistant Secretary of the General Partner, on behalf of the Partnership, certifying as to and attaching (Ai) the certificate of formation of the General Partner, the GP LLC Agreement, the certificate of limited partnership of the Partnership, (B) and the Partnership Agreement, (Cii) board resolutions authorizing the execution and delivery of this Agreement and the Assignment Agreement Transaction Agreements and the consummation of the transactions contemplated thereby, thereby and (Diii) the incumbency of the incumbent officers authorized to execute this Agreement on behalf of the Partnership or the General Partner, as applicableTransaction Agreements, setting forth the name and title and bearing the signatures of such officers; (vil) A certificate of the Secretary of State of each applicable statea cross receipt, dated within ten Business Days prior to the date hereofsuch Closing Date, to the effect that each of Newmark Group, the General Partner and the Partnership is in good standing (or certificate of similar import) in its jurisdiction of formation; (vii) An officer’s certificate of the Partnership, dated as of the date hereof, certifying, in his or her applicable capacity, to the effect that the conditions set forth in Sections 2(b)(i) and 2(b)(ii) have been satisfied; (viii) A cross-receipt executed by the Partnership and delivered to Dealer certifying as to confirming that the amounts that it Partnership has received from Dealer (to be held in escrow until such Purchaser’s Aggregate Purchase Price on Initial Closing Date or the Aggregate Purchase Price on Second Closing Date), as the case may be; (m) a duly executed waiver of the General Partner with respect to certain of its rights under the Partnership Agreement, in substantially the form attached hereto as Exhibit H; and (ixn) True and correct copies of the fully executed Purchase Agreement together with all amendments thereto and all prior transfer notices delivered thereunder with respect to earn-out rights. (x) Such such other documents relating to the transactions contemplated by this Agreement as Dealer the Purchasers or their counsel may reasonably request.

Partnership Deliveries. On or prior At the Closing, subject to the date hereofterms and conditions of this Agreement, the Partnership shall deliver, or cause to be delivered, to Dealer with respect to the Purchased UnitsContributor: (ia) An opinion from in-house counsel for the Partnership with respect to the matters set forth in Sections 2(f)(i), (ii), (iii), (iv) and (v) and 2(g)(ii) of this Agreement, which shall be addressed to Dealer and dated the date hereof; (ii) A fully executed copy of the Second Amended and Restated Agreement of Limited Partnership of the Partnership, substantially in the form attached hereto as Exhibit A; (iii) A fully executed copy of the Assignment Agreement and Transfer Notice dated on or prior to the date hereof, in each case in form and substance reasonably acceptable to Dealer, together with evidence of delivery of the Transfer Notice to NASDAQ; (iv) Evidence of issuance of the Purchased Units credited to book-entry accounts maintained by the Partnership, as reflected in Schedule 4.02 to the Partnership AgreementContributor Consideration, free and clear of any liens, Liens (other than transfer restrictions Liens existing under the Partnership Agreement and or those arising under applicable federal and state securities lawsLaw), by delivering an executed certificate of the Partnership’s transfer agent, in a form acceptable to Contributor, certifying as to the book entry issuance to Contributor of the Common Units comprising the Contributor Consideration; (vb) An officer’s a counterpart to the Purchase Agreement duly executed by the Sellers; (c) a counterpart to the Contribution Partnership Agreement Amendment duly executed by Oxford GP as the general partner of the Partnership; (d) a counterpart to the Coal Mining Lease duly executed by the Partnership; (e) a certificate duly executed by the Secretary or an Assistant Secretary of Oxford GP, dated as of the Closing Date, in customary form, attesting to (i) the Organizational Documents of the Partnership and (ii) the resolutions of the Partnership Board authorizing the execution and delivery by the Partnership of the Transaction Documents to which the Partnership is a party and the consummation of the transactions contemplated hereby and thereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date; (f) a certificate duly executed by an executive officer of the Partnership, dated as of the date hereofClosing Date, certifying as to and attaching (A) the certificate of limited partnership of the Partnership, (B) the Partnership Agreement, (C) resolutions authorizing the execution and delivery of this Agreement and the Assignment Agreement and the consummation of the transactions contemplated thereby, and (D) the incumbency of the officers authorized to execute this Agreement on behalf of the Partnership or the General Partner, as applicable, setting forth the name and title and bearing the signatures of such officers; (vi) A certificate of the Secretary of State of each applicable state, dated within ten Business Days prior to the date hereofin customary form, to the effect that each of Newmark Groupthe conditions specified in Sections 6.2(a), the General Partner 6.2(b) and the Partnership is 6.2(c) have been satisfied in good standing (or certificate of similar import) in its jurisdiction of formationall respects; (viig) An officer’s certificate a certificate, duly executed and acknowledged by an executive officer of the Partnership, dated as of the date hereof, certifyingClosing Date, in his accordance with Treasury Regulation Section 1.1445-2(b)(2), certifying that the Partnership is not a “foreign person” within the meaning of Section 1445 of the Code; (h) a certificate dated as of a recent date of the Secretary of State of the state of organization with respect to the valid existence and good standing in such state of each of the Partnership Entities set forth on Schedule 6.5(h); (i) opinions of Xxxxxx & Xxxxxxx LLP, dated as of the Closing Date, and based on facts, representations, assumptions and exclusions set forth or her applicable capacityreferred to in such opinion, to the effect that for U.S. federal income tax purposes, at least 90% of the conditions set forth gross income of the Partnership for all of calendar year 2013 and all calendar quarters of 2014 ending before the Closing Date for which the necessary financial information is available is from sources treated as “qualifying income” within the meaning of Section 7704(d) of the Code (in Sections 2(b)(i) rendering such opinions, Xxxxxx & Xxxxxxx LLP shall be entitled to receive and 2(b)(ii) have been satisfiedrely upon representations, warranties and covenants of officers of the Partnership and any of its affiliates as to such matters as such counsel may reasonably request); (viiij) A cross-receipt executed by written resignations, effective as of the Closing Date, of the directors and managers of the Partnership and delivered to Dealer certifying as any Partnership Entity requested by Contributor at least five business days prior to the amounts that it has received from Dealer (to be held in escrow until the Closing Date)Closing; and (ixk) True and correct copies of the fully executed Purchase Agreement together with all amendments thereto and all prior transfer notices Partnership shall have delivered thereunder with respect to earn-out rights. (x) Such Contributor such other documents relating or instruments as Contributor reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement as Dealer may reasonably requestAgreement.

Partnership Deliveries. On or prior At the Closing, subject to the date hereofterms and conditions of this Agreement, the Partnership shall will deliver, or cause to be delivered, to Dealer each Purchaser: (a) The Purchased Units by delivering certificates (bearing the legend set forth in Section 4.08 and meeting the requirements of the Partnership Agreement) evidencing such Purchased Units at the Closing, all free and clear of any Liens, encumbrances or interests of any other party other than restrictions on transfer imposed by federal and state securities Laws and those imposed by such Purchaser; (b) Copies of (i) the Certificate of Limited Partnership of the Partnership and (ii) the Certificate of Formation of the General Partner, each certified by the Secretary of State of the State of Delaware, dated as of a recent date, and as certified pursuant to Section 6.02(h); (c) A certificate of the Secretary of State of the State of Delaware, dated as of a recent date, that each of the Partnership and the General Partner is in good standing; (d) A cross-receipt, dated the Closing Date, executed by the Partnership and delivered to each Purchaser certifying that it has received the Allocated Purchase Amount with respect to the Purchased Units:Units issued and sold to such Purchaser; (e) The Registration Rights Agreement in substantially the form attached to this Agreement as Exhibit A, which shall have been duly executed by the Partnership; (f) An opinion addressed to the Purchasers from legal counsel to the Partnership, dated the Closing Date, substantially similar in substance to the form of opinion attached to this Agreement as Exhibit B; (g) An Officer’s Certificate substantially in the form attached to this Agreement as Exhibit C; and (h) A certificate of the Secretary or Assistant Secretary of the General Partner, on behalf of itself and the Partnership, certifying as to (i) An opinion from in-house counsel for the Partnership with respect to the matters set forth in Sections 2(f)(i), (ii), (iii), (iv) and (v) and 2(g)(ii) of this Agreement, which shall be addressed to Dealer and dated the date hereof; (ii) A fully executed copy of the Second Amended and Restated Agreement Certificate of Limited Partnership of the Partnership, substantially in ; (ii) the form attached hereto as Exhibit A; Certificate of Formation of the General Partner; (iii) A fully executed copy of the Assignment Agreement and Transfer Notice dated on or prior to the date hereof, in each case in form and substance reasonably acceptable to Dealer, together with evidence of delivery of the Transfer Notice to NASDAQ; (iv) Evidence of issuance of the Purchased Units credited to book-entry accounts maintained by the Partnership, as reflected in Schedule 4.02 to the Partnership Agreement, free and clear of any liens, other than transfer restrictions under the Partnership Agreement and applicable federal and state securities laws; (v) An officer’s certificate of the Partnership, dated as of the date hereof, certifying as to and attaching (A) the certificate of limited partnership of the Partnership, (B) the Partnership Agreement, as amended; (Civ) the limited liability company agreement, as amended, of the General Partner; (v) board resolutions authorizing the execution and delivery of this Agreement and the Assignment Agreement Basic Documents and the consummation of the transactions contemplated thereby, thereby and hereby; and (Dvi) the incumbency of the incumbent officers authorized to execute this Agreement on behalf of the Partnership or the General Partner, as applicableBasic Documents, setting forth the name and title and bearing the signatures of such officers; (vi) A certificate of the Secretary of State of each applicable state, dated within ten Business Days prior to the date hereof, to the effect that each of Newmark Group, the General Partner and the Partnership is in good standing (or certificate of similar import) in its jurisdiction of formation; (vii) An officer’s certificate of the Partnership, dated as of the date hereof, certifying, in his or her applicable capacity, to the effect that the conditions set forth in Sections 2(b)(i) and 2(b)(ii) have been satisfied; (viii) A cross-receipt executed by the Partnership and delivered to Dealer certifying as to the amounts that it has received from Dealer (to be held in escrow until the Closing Date); and (ix) True and correct copies of the fully executed Purchase Agreement together with all amendments thereto and all prior transfer notices delivered thereunder with respect to earn-out rights. (x) Such other documents relating to the transactions contemplated by this Agreement as Dealer may reasonably request.

Partnership Deliveries. On or prior At the Closing, subject to the date terms and conditions hereof, the Partnership shall will deliver, or cause to be delivered, to Dealer with respect to the Purchased Unitseach Purchaser: (i) An opinion from in-house counsel for the Partnership with respect to the matters set forth in Sections 2(f)(i), (ii), (iii), (iv) and (v) and 2(g)(ii) of this Agreement, which shall be addressed to Dealer and dated the date hereof; (ii) A fully executed copy of the Second Amended and Restated Agreement of Limited Partnership of the Partnership, substantially in the form attached hereto as Exhibit A; (iii) A fully executed copy of the Assignment Agreement and Transfer Notice dated on or prior to the date hereof, in each case in form and substance reasonably acceptable to Dealer, together with evidence of delivery of the Transfer Notice to NASDAQ; (iva) Evidence of issuance of the Purchased Series D Preferred Units purchased by the Purchasers at Closing credited to book-entry accounts maintained by the Partnershiptransfer agent, as reflected in Schedule 4.02 to bearing a restrictive notation meeting the requirements of the Partnership Agreement, as amended by the Fifth Amended and Restated Agreement of Limited Partnership, free and clear of any liensLiens, other than transfer restrictions under the Partnership Agreement, as amended by the Fifth Amended and Restated Agreement of Limited Partnership, or the Xxxxxxxx Islands LP Act and applicable federal and state securities laws; (vb) An officerA Series A Warrant with respect to the number of Warrant Exercise Units under the Series A Warrant column set forth opposite such Purchaser’s certificate name on Schedule A in substantially the form attached as Exhibit A to the Warrant Agreement; (c) A Series B Warrant with respect to the number of Warrant Exercise Units under the Series B Warrant column set forth opposite such Purchaser’s name on Schedule A in substantially the form attached as Exhibit B to the Warrant Agreement; (d) A “Supplemental Listing Application” approving the Underlying Units for listing by the NYSE, subject to notice of issuance; (e) A copy of the Fifth Amended and Restated Agreement of Limited Partnership, duly executed by the General Partner, on behalf of itself and the limited partners of the Partnership, dated as and Teekay Corporation. (f) Copies of the date hereof, certifying as to and attaching (Ai) the certificate Certificate of limited partnership of the Partnership, (B) the Limited Partnership Agreement, (C) resolutions authorizing the execution and delivery of this Agreement and the Assignment Agreement and the consummation of the transactions contemplated thereby, and (D) the incumbency of the officers authorized to execute this Agreement on behalf of the Partnership or and (ii) the Certificate of Formation of the General Partner, each certified by the Registrar of Corporations of the Republic of the Xxxxxxxx Islands as applicable, setting forth the name and title and bearing the signatures of such officersa recent date; (vig) A certificate of the Secretary Registrar of State Corporations of each applicable statethe Republic of the Xxxxxxxx Islands, dated within ten Business Days prior to the date hereofa recent date, to the effect that each of Newmark Group, the General Partner and the Partnership is in good standing (or certificate of similar import) in its jurisdiction of formationstanding; (vii) An officer’s certificate of the Partnership, dated as of the date hereof, certifying, in his or her applicable capacity, to the effect that the conditions set forth in Sections 2(b)(i) and 2(b)(ii) have been satisfied; (viiih) A cross-receipt executed by the Partnership and delivered to Dealer such Purchaser certifying as to the amounts that it has received the Purchase Price from Dealer (to be held in escrow until such Purchaser as of the Closing Date); (i) An opinion addressed to the Purchasers from Xxxxxxx Coie LLP, legal counsel to the Partnership, dated as of the Closing Date, in the form and substance attached hereto as Exhibit B; (j) An opinion addressed to the Purchasers from Xxxxxx Xxxxxx & Xxxxxxxx LLP, special counsel to the Partnership, relating to Xxxxxxxx Islands law, dated as of the Closing Date, in the form and substance attached hereto as Exhibit C; (k) A certificate, dated the Closing Date and signed by the Chief Executive Officer and by the Chief Financial Officer, any Vice President or Secretary of the General Partner, on behalf of the Partnership, in his or her capacities as such, stating that: (i) The Partnership has performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by the Partnership on or prior to the Closing Date; and (ixii) True The representations and warranties of the Partnership contained in this Agreement that are qualified by materiality or Material Adverse Effect were true and correct copies when made and are true and correct as of the fully executed Purchase Agreement together with all amendments thereto Closing Date and all prior transfer notices delivered thereunder other representations and warranties of the Partnership were true and correct in all material respects when made and are true and correct in all material respects as of the Closing Date; in each case as though made at and as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct or true and correct in all material respects, as applicable, as of such date only); (l) A certificate of the Secretary or Assistant Secretary of the General Partner, on behalf of the Partnership, certifying as to (1) the Certificate of Limited Partnership of the Partnership and the Fifth Amended and Restated Agreement of Limited Partnership, (2) the Certificate of Formation of the General Partner and the GP LLC Agreement, (3) board resolutions authorizing the execution and delivery of the Basic Documents and the consummation of the transactions contemplated thereby, including the issuance of the Purchased Units and (4) the signatures of the officers executing this Agreement; (m) A duly executed waiver of the General Partner with respect to earn-out rights.certain of its rights under the Partnership Agreement, in substantially the form attached hereto as Exhibit D; (xn) The Registration Rights Agreement, duly executed by the Partnership and the General Partner; (o) A copy of the Warrant Agreement, duly executed by the General Partner, on behalf of the Partnership, and the Transfer Agent; and (p) Such other documents relating to the transactions contemplated by this Agreement as Dealer the Purchasers or their counsel may reasonably request.

Partnership Deliveries. On or prior At the Closing, subject to the date hereofterms and conditions of this Agreement, the Partnership shall will deliver, or cause to be delivered, to Dealer each Purchaser: (a) The Restricted Units by delivering certificates (bearing the legend set forth in Section 4.09 and meeting the requirements of the Partnership Agreement) evidencing such Restricted Units at the Closing, all free and clear of any Liens, encumbrances or interests of any other party other than restrictions on transfer imposed by federal and state securities Laws and those imposed by such Purchaser; provided, however, that such certificates representing the Restricted Units may be delivered within seven (7) Business Days of the Closing Date; (b) Copies of (i) the Certificate of Limited Partnership of the Partnership and (ii) the Certificate of Formation of the General Partner, each certified by the Secretary of State of the State of Delaware, dated as of a recent date, and as certified pursuant to Section 6.02(h); (c) A certificate of the Secretary of State of the State of Delaware, dated as of a recent date, that each of the Partnership and the General Partner is in good standing; (d) A cross-receipt, dated the Closing Date, executed by the Partnership and delivered to each Purchaser certifying that it has received the Commitment Purchase Amount with respect to the Purchased Units:Restricted Units issued and sold to such Purchaser; (e) The Registration Rights Agreement in substantially the form attached to this Agreement as Exhibit A, which shall have been duly executed by the Partnership; (f) An opinion addressed to the Purchasers from legal counsel to the Partnership, dated the Closing Date, substantially similar in substance to the form of opinion attached to this Agreement as Exhibit B; and (g) A certificate of the Secretary or Assistant Secretary of the General Partner, on behalf of itself and the Partnership, certifying as to (i) An opinion from in-house counsel for the Partnership with respect to the matters set forth in Sections 2(f)(i), (ii), (iii), (iv) and (v) and 2(g)(ii) of this Agreement, which shall be addressed to Dealer and dated the date hereof; (ii) A fully executed copy of the Second Amended and Restated Agreement Certificate of Limited Partnership of the Partnership, substantially in ; (ii) the form attached hereto as Exhibit A; Certificate of Formation of the General Partner; (iii) A fully executed copy of the Assignment Agreement and Transfer Notice dated on or prior to the date hereof, in each case in form and substance reasonably acceptable to Dealer, together with evidence of delivery of the Transfer Notice to NASDAQ; (iv) Evidence of issuance of the Purchased Units credited to book-entry accounts maintained by the Partnership, as reflected in Schedule 4.02 to the Partnership Agreement, free and clear of any liens, other than transfer restrictions under the Partnership Agreement and applicable federal and state securities laws; (v) An officer’s certificate of the Partnership, dated as of the date hereof, certifying as to and attaching (A) the certificate of limited partnership of the Partnership, (B) the Partnership Agreement, ; (Civ) the limited liability company agreement of the General Partner; (v) board resolutions authorizing the execution and delivery of this Agreement and the Assignment Agreement Basic Documents and the consummation of the transactions contemplated thereby, thereby and hereby; and (Dvi) the incumbency of the incumbent officers authorized to execute this Agreement on behalf of the Partnership or the General Partner, as applicableBasic Documents, setting forth the name and title and bearing the signatures of such officers; (vi) A certificate of the Secretary of State of each applicable state, dated within ten Business Days prior to the date hereof, to the effect that each of Newmark Group, the General Partner and the Partnership is in good standing (or certificate of similar import) in its jurisdiction of formation; (vii) An officer’s certificate of the Partnership, dated as of the date hereof, certifying, in his or her applicable capacity, to the effect that the conditions set forth in Sections 2(b)(i) and 2(b)(ii) have been satisfied; (viii) A cross-receipt executed by the Partnership and delivered to Dealer certifying as to the amounts that it has received from Dealer (to be held in escrow until the Closing Date); and (ix) True and correct copies of the fully executed Purchase Agreement together with all amendments thereto and all prior transfer notices delivered thereunder with respect to earn-out rights. (x) Such other documents relating to the transactions contemplated by this Agreement as Dealer may reasonably request.

Partnership Deliveries. On or prior At the Closing, subject to the date terms and conditions hereof, the Partnership shall will deliver, or cause to be delivered, to Dealer with respect to the Purchased Unitseach Purchaser: (ia) An opinion from in-house counsel for the Partnership with respect to the matters set forth in Sections 2(f)(i), (ii), (iii), (iv) and (v) and 2(g)(ii) of this Agreement, which shall be addressed to Dealer and dated the date hereof; (ii) A fully executed copy of the Second Amended and Restated Agreement of Limited Partnership of the Partnership, substantially in the form attached hereto as Exhibit A; (iii) A fully executed copy of the Assignment Agreement and Transfer Notice dated on or prior to the date hereof, in each case in form and substance reasonably acceptable to Dealer, together with evidence of delivery of the Transfer Notice to NASDAQ; (iv) Evidence of issuance of the Purchased Units credited to book-entry accounts maintained by the transfer agent of the Partnership, as reflected bearing the legend or restrictive notation set forth in Schedule 4.02 to the Partnership AgreementSection 4.9, free and clear of any liensall Liens, other than transfer restrictions under the Partnership Agreement and applicable federal and state securities laws; (vb) the Registration Rights Agreement in the form attached to this Agreement as Exhibit A, which shall have been duly executed by the Partnership; (c) A certificate of the Secretary of State of the State of Delaware, dated a recent date, to the effect that each of the General Partner and the Partnership is in good standing; (d) A cross-receipt executed by the Partnership and delivered to such Purchaser certifying that it has received the Purchase Price from such Purchaser as of the Closing Date; (e) An officer’s certificate of opinion addressed to the Purchasers from Xxxxx Xxxxx L.L.P., legal counsel to the Partnership, dated as of the Closing, in the form and substance attached hereto as Exhibit B; (f) An opinion addressed to the Purchasers from the general counsel of the General Partner, dated as of the Closing, in the form and substance attached hereto as Exhibit C; (g) A certificate, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the General Partner, on behalf of the Partnership, in their capacities as such, stating that: (i) The Partnership has performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by the Partnership on or prior to the Closing Date; and (ii) The representations and warranties of the Partnership contained in this Agreement that are qualified by materiality or Material Adverse Effect are true and correct as of the Closing Date and all other representations and warranties of the Partnership are, individually and in the aggregate, true and correct in all material respects as of the Closing Date (except that representations and warranties made as of a specific date hereofshall be required to be true and correct as of such date only); and (h) A certificate of the Secretary or Assistant Secretary of the General Partner, on behalf of the Partnership, certifying as to and attaching (A1) the certificate Amended and Restated Certificate of limited partnership Limited Partnership of the Partnership, (B) Partnership and the Partnership Agreement, (C2) board resolutions authorizing the execution and delivery of this Agreement and the Assignment Agreement Operative Documents and the consummation of the transactions contemplated thereby, including the issuance of the Purchased Units, and (D3) the incumbency of the its incumbent officers authorized to execute this Agreement on behalf of the Partnership or the General Partner, as applicableOperative Documents, setting forth the name and title and bearing the signatures of such officers; (vi) A certificate of the Secretary of State of each applicable state, dated within ten Business Days prior to the date hereof, to the effect that each of Newmark Group, the General Partner and the Partnership is in good standing (or certificate of similar import) in its jurisdiction of formation; (vii) An officer’s certificate of the Partnership, dated as of the date hereof, certifying, in his or her applicable capacity, to the effect that the conditions set forth in Sections 2(b)(i) and 2(b)(ii) have been satisfied; (viii) A cross-receipt executed by the Partnership and delivered to Dealer certifying as to the amounts that it has received from Dealer (to be held in escrow until the Closing Date); and (ix) True and correct copies of the fully executed Purchase Agreement together with all amendments thereto and all prior transfer notices delivered thereunder with respect to earn-out rights. (x) Such other documents relating to the transactions contemplated by this Agreement as Dealer may reasonably request.

Partnership Deliveries. On or prior At the Closing, subject to the date hereofterms and conditions of this Agreement, the Partnership shall will deliver, or cause to be delivered, to Dealer with respect to the Purchased Unitseach Purchaser: (ia) An opinion from in-house counsel for the Partnership with respect to the matters set forth in Sections 2(f)(i), (ii), (iii), (iv) and (v) and 2(g)(ii) of this Agreement, which shall be addressed to Dealer and dated the date hereof; (ii) A fully executed copy of the Second Amended and Restated Agreement of Limited Partnership of the Partnership, substantially in the form attached hereto as Exhibit A; (iii) A fully executed copy of the Assignment Agreement and Transfer Notice dated on or prior to the date hereof, in each case in form and substance reasonably acceptable to Dealer, together with evidence of delivery of the Transfer Notice to NASDAQ; (iv) Evidence of issuance of the Purchased Units being credited to book-entry accounts maintained by the transfer agent of the Partnership, as reflected bearing the legend or restrictive notation set forth in Schedule 4.02 to Section 4.09, and meeting the requirements of the Amended Partnership Agreement, free and clear of any liensLiens, other than transfer restrictions under the Amended Partnership Agreement and applicable federal and state securities laws; (vb) An officer’s a certificate of the Secretary of State of the State of Delaware, dated as of a recent date, to the effect that each of the General Partner and the Partnership is in good standing; (c) an opinion addressed to the Purchasers from Hunton Xxxxxxx Xxxxx LLP, special counsel to the Partnership dated such Closing Date, substantially similar in substance to the form of opinion attached to this Agreement as Exhibit D; (d) the Registration Rights Agreement, duly executed by the General Partner on behalf of the Partnership, dated in substantially the form attached to this Agreement as Exhibit A; (e) the Amended Partnership Agreement, duly executed by the General Partner, in substantially the form attached to this Agreement as Exhibit C; (f) the Voting Agreement, duly executed by the members of the date hereofGeneral Partner party thereto, in substantially the form attached to this Agreement as Exhibit F; (g) a supplemental listing application, duly submitted by the Partnership to the NYSE, pursuant to which the NYSE has approved the Warrant Exercise Units and the Redemption Units for listing by the NYSE; (h) the Board Representation Rights Agreement, duly executed by the General Partner, in substantially the form attached to this Agreement as Exhibit B; (i) the Par Warrant duly executed by the Partnership and exercisable to purchase such number of Warrant Exercise Units set forth across from each Purchaser’s name on Schedule A hereto, subject to adjustment as provided in the terms thereof; in substantially the form attached to this Agreement as Exhibit G; (j) the Premium Warrant duly executed by the Partnership and exercisable to purchase such number of Warrant Exercise Units set forth across from each Purchaser’s name on Schedule A hereto, subject to adjustment as provided in the terms thereof, in substantially the form attached to this Agreement as Exhibit H; (k) a certificate executed by the Secretary or Assistant Secretary of the General Partner, on behalf of the Partnership, certifying as to and attaching (Ai) the certificate of formation of the General Partner, the GP LLC Agreement, the certificate of limited partnership of the Partnership, (B) and the Amended Partnership Agreement, (Cii) board resolutions authorizing the execution and delivery of this Agreement and the Assignment Agreement Transaction Agreements and the consummation of the transactions contemplated thereby, thereby and (Diii) the incumbency of the incumbent officers authorized to execute this Agreement on behalf of the Partnership or the General Partner, as applicableTransaction Agreements, setting forth the name and title and bearing the signatures of such officers; (vil) A certificate of the Secretary of State of each applicable state, dated within ten Business Days prior to the date hereof, to the effect that each of Newmark Group, the General Partner and the Partnership is in good standing (or certificate of similar import) in its jurisdiction of formation; (vii) An officer’s certificate of the Partnershipa cross receipt, dated as of the date hereofClosing Date, certifying, in his or her applicable capacity, to the effect that the conditions set forth in Sections 2(b)(i) and 2(b)(ii) have been satisfied; (viii) A cross-receipt executed by the Partnership and delivered confirming that the Partnership has received such Purchaser’s Purchase Price; (m) a duly executed waiver of the General Partner with respect to Dealer certifying certain of its rights under the Partnership Agreement, in substantially the form attached hereto as Exhibit E; (i) to the amounts that it has received from Dealer payees set forth in an Expense Notice delivered by a Purchaser to the Partnership in accordance with Section 2.02, payment by the Partnership on behalf of such Purchaser of such Purchaser’s Reimbursable Expenses to each payee set forth in such Expense Notice in the amount set forth opposite such payee’s name on such Expense Notice, in each case in cash by wire transfer of immediately available funds to the bank account or accounts set forth across such payee’s name in the Expense Notice (subject to be held in escrow until Section 8.14), and (ii) to each Person set forth on Schedule B hereto, payment of such Person’s portion of the Closing Date)Fee in the amount set forth opposite such Person’s name on Schedule B hereto in cash by wire transfer of immediately available funds to the bank account or accounts designated by Purchasers in the Expense Notice; and (ixo) True and correct copies of the fully executed Purchase Agreement together with all amendments thereto and all prior transfer notices delivered thereunder with respect to earn-out rights. (x) Such such other documents relating to the transactions contemplated by this Agreement as Dealer the Purchasers or their counsel may reasonably request.

Partnership Deliveries. On or prior At the Closing, subject to the date terms and conditions hereof, the Partnership shall will deliver, or cause to be delivered, to Dealer with respect to the Purchased Unitseach Purchaser: (a) At the election of each Purchaser, either (i) An opinion from in-house counsel for the Partnership with respect to the matters set forth in Sections 2(f)(i), (ii), (iii), (iv) and (v) and 2(g)(ii) of this Agreement, which shall be addressed to Dealer and dated the date hereof; (ii) A fully executed copy of the Second Amended and Restated Agreement of Limited Partnership of the Partnership, substantially in the form attached hereto as Exhibit A; (iii) A fully executed copy of the Assignment Agreement and Transfer Notice dated on or prior to the date hereof, in each case in form and substance reasonably acceptable to Dealer, together with evidence of delivery of the Transfer Notice to NASDAQ; (iv) Evidence of issuance of the Purchased Units purchased by each Purchaser credited to book-entry accounts maintained by the Partnershiptransfer agent, as reflected or (ii) physical certificates representing the Purchased Units purchased by such Purchaser, duly executed on behalf of the Partnership and registered in Schedule 4.02 the name of such Purchaser (or its nominee) (which physical certificates shall be delivered in .pdf format on the Closing Date and promptly mailed to the Partnership Agreementaddress specified by such Purchaser), in each case, bearing a restrictive notation free and clear of any liensLiens, other than transfer restrictions under the Partnership Agreement and applicable federal and state securities laws, it being understood that such Purchased Shares shall be issued only after receipt by the Partnership of the full Unit Price therefor; (vb) An officer’s certificate A countersigned “Supplemental Listing Application” approving the Common Units for listing by the NYSE, subject to notice of the Partnership, dated as issuance; (c) Copies of the date hereof, certifying as to and attaching (Ai) the certificate Certificate of limited partnership of the Partnership, (B) the Limited Partnership Agreement, (C) resolutions authorizing the execution and delivery of this Agreement and the Assignment Agreement and the consummation of the transactions contemplated thereby, and (D) the incumbency of the officers authorized to execute this Agreement on behalf of the Partnership or and (ii) the Certificate of Formation of the General Partner, each certified by the Registrar of Corporations of the Republic of the Xxxxxxxx Islands as applicable, setting forth the name and title and bearing the signatures of such officersa recent date; (vid) A certificate of the Secretary Registrar of State Corporations of each applicable statethe Republic of the Xxxxxxxx Islands, dated within ten Business Days prior to the date hereofa recent date, to the effect that each of Newmark Group, the General Partner and the Partnership is in good standing (or certificate of similar import) in its jurisdiction of formationstanding; (vii) An officer’s certificate of the Partnership, dated as of the date hereof, certifying, in his or her applicable capacity, to the effect that the conditions set forth in Sections 2(b)(i) and 2(b)(ii) have been satisfied; (viiie) A cross-receipt executed by the Partnership and delivered to Dealer such Purchaser certifying as to the amounts that it has received the Purchase Price from Dealer (to be held in escrow until such Purchaser as of the Closing Date; (f) An opinion addressed to the Purchasers from Xxxxxxx Coie LLP, legal counsel to the Partnership, dated as of the Closing Date, in the form and substance attached hereto as Exhibit B; (g) An opinion addressed to the Purchasers from Xxxxxx Xxxxxx & Xxxxxxxx LLP, relating to Xxxxxxxx Islands law, dated as of the Closing Date, in the form and substance attached hereto as Exhibit C; (h) A certificate, dated the Closing Date and signed by the Chief Executive Officer and by the Chief Financial Officer, any Vice President or Secretary of the General Partner, on behalf of the Partnership, in his or her capacities as such, stating that: (i) The Partnership has performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by the Partnership on or prior to the Closing Date; and (ii) The representations and warranties of the Partnership contained in this Agreement that are qualified by materiality or Material Adverse Effect were true and correct when made and are true and correct as of the Closing Date and all other representations and warranties of the Partnership were true and correct in all material respects when made and are true and correct in all material respects as of the Closing Date; in each case as though made at and as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct or true and correct in all material respects, as applicable, as of such date only); and (ixi) True and correct copies A certificate of the fully executed Purchase Secretary or Assistant Secretary of the General Partner, on behalf of the Partnership, certifying as to (1) the Certificate of Limited Partnership of the Partnership and the Partnership Agreement together with all amendments thereto and all prior transfer notices delivered thereunder with respect to earn-out rights. the Restated Partnership Agreement, (x2) Such other documents relating to the Certificate of Formation of the General Partner and its Limited Liability Company Agreement, (3) board resolutions authorizing the execution and delivery of the Operative Documents and the consummation of the transactions contemplated thereby, including the issuance of the Purchased Units and (4) the signatures of the officers executing the Operative Documents; and (j) the Registration Rights Agreement, which shall have been duly executed by this Agreement as Dealer may reasonably requestthe Company.

Partnership Deliveries. On or prior At the Closing, subject to the date hereofterms and conditions of this Agreement, the Partnership shall will deliver, or cause to be delivered, to Dealer with respect to the Purchased Unitseach Purchaser: (ia) An opinion from in-house counsel for The Purchased Units by delivering certificates (bearing the Partnership with respect to the matters legend set forth in Sections 2(f)(i)Section 4.08) evidencing such Purchased Units at the Closing, (ii)all free and clear of any Liens, (iii), (iv) encumbrances or interests of any other party other than restrictions on transfer imposed by federal and (v) state securities Laws and 2(g)(ii) of this Agreement, which shall be addressed to Dealer and dated the date hereofthose imposed by such Purchaser; (iib) A fully executed copy Copies of (i) the Second Amended and Restated Agreement Certificate of Limited Partnership of the Partnership, (ii) the Certificate of Limited Partnership of the General Partner and (iii) the Certificate of Formation of the GP LLC, each certified by the Secretary of State of the State of Delaware, dated as of a recent date; (c) A certificate of the Secretary of State of the State of Delaware, dated as of a recent date, that the Partnership is in good standing; (d) The Registration Rights Agreement in substantially the form attached to this Agreement as Exhibit A, which shall have been duly executed by the Partnership; (e) An opinion addressed to the Purchasers from legal counsel to the Partnership, dated the Closing Date, substantially similar in substance to the form of opinion attached to this Agreement as Exhibit B; (f) An Officer’s Certificate substantially in the form attached hereto to this Agreement as Exhibit A;C; and (iiig) A fully executed copy certificate of the Assignment Agreement and Transfer Notice dated Secretary or Assistant Secretary of GP LLC, on or prior to the date hereof, in each case in form and substance reasonably acceptable to Dealer, together with evidence of delivery of the Transfer Notice to NASDAQ; (iv) Evidence of issuance of the Purchased Units credited to book-entry accounts maintained by the Partnership, as reflected in Schedule 4.02 to the Partnership Agreement, free and clear of any liens, other than transfer restrictions under the Partnership Agreement and applicable federal and state securities laws; (v) An officer’s certificate behalf of the Partnership, dated as of the date hereof, certifying as to and attaching (A) the certificate of limited partnership of the Partnership, (Bi) the Partnership Agreement, as amended, (Cii) board resolutions authorizing the execution and delivery of this Agreement and the Assignment Agreement Basic Documents and the consummation of the transactions contemplated thereby, thereby and (Diii) the incumbency of the incumbent officers authorized to execute this Agreement on behalf of the Partnership or the General Partner, as applicableBasic Documents, setting forth the name and title and bearing the signatures of such officers; (vi) A certificate of the Secretary of State of each applicable state, dated within ten Business Days prior to the date hereof, to the effect that each of Newmark Group, the General Partner and the Partnership is in good standing (or certificate of similar import) in its jurisdiction of formation; (vii) An officer’s certificate of the Partnership, dated as of the date hereof, certifying, in his or her applicable capacity, to the effect that the conditions set forth in Sections 2(b)(i) and 2(b)(ii) have been satisfied; (viii) A cross-receipt executed by the Partnership and delivered to Dealer certifying as to the amounts that it has received from Dealer (to be held in escrow until the Closing Date); and (ix) True and correct copies of the fully executed Purchase Agreement together with all amendments thereto and all prior transfer notices delivered thereunder with respect to earn-out rights. (x) Such other documents relating to the transactions contemplated by this Agreement as Dealer may reasonably request.

Partnership Deliveries. On or prior At the Closing, subject to the date hereofterms and conditions of this Agreement, the Partnership shall will deliver, or cause to be delivered, to Dealer each Purchaser: (a) The Restricted Units by delivering certificates (bearing the legend set forth in Section 4.08 and meeting the requirements of the Partnership Agreement) evidencing such Restricted Units at the Closing, all free and clear of any Liens, encumbrances or interests of any other party other than restrictions on transfer imposed by federal and state securities Laws and those imposed by such Purchaser; provided, however, that such certificates representing the Restricted Units may be delivered within seven (7) Business Days of the Closing Date; (b) Copies of (i) the Certificate of Limited Partnership of the Partnership and (ii) the Certificate of Formation of the General Partner, each certified by the Secretary of State of the State of Delaware, dated as of a recent date, and as certified pursuant to Section 6.02(h); (c) A certificate of the Secretary of State of the State of Delaware, dated as of a recent date, that each of the Partnership and the General Partner is in good standing; (d) A cross-receipt, dated the Closing Date, executed by the Partnership and delivered to each Purchaser certifying that it has received the Commitment Purchase Amount with respect to the Purchased Units:Restricted Units issued and sold to such Purchaser; (e) The Registration Rights Agreement in substantially the form attached to this Agreement as Exhibit A, which shall have been duly executed by the Partnership; (f) An opinion addressed to the Purchasers from legal counsel to the Partnership, dated the Closing Date, substantially similar in substance to the form of opinion attached to this Agreement as Exhibit B; (g) An Officer’s Certificate substantially in the form attached to this Agreement as Exhibit C; and (h) A certificate of the Secretary or Assistant Secretary of the General Partner, on behalf of itself and the Partnership, certifying as to (i) An opinion from in-house counsel for the Partnership with respect to the matters set forth in Sections 2(f)(i), (ii), (iii), (iv) and (v) and 2(g)(ii) of this Agreement, which shall be addressed to Dealer and dated the date hereof; (ii) A fully executed copy of the Second Amended and Restated Agreement Certificate of Limited Partnership of the Partnership, substantially in ; (ii) the form attached hereto as Exhibit A; Certificate of Formation of the General Partner; (iii) A fully executed copy of the Assignment Agreement and Transfer Notice dated on or prior to the date hereof, in each case in form and substance reasonably acceptable to Dealer, together with evidence of delivery of the Transfer Notice to NASDAQ; (iv) Evidence of issuance of the Purchased Units credited to book-entry accounts maintained by the Partnership, as reflected in Schedule 4.02 to the Partnership Agreement, free and clear of any liens, other than transfer restrictions under the Partnership Agreement and applicable federal and state securities laws; (v) An officer’s certificate of the Partnership, dated as of the date hereof, certifying as to and attaching (A) the certificate of limited partnership of the Partnership, (B) the Partnership Agreement, ; (Civ) the limited liability company agreement of the General Partner; (v) board resolutions authorizing the execution and delivery of this Agreement and the Assignment Agreement Basic Documents and the consummation of the transactions contemplated thereby, thereby and hereby; and (Dvi) the incumbency of the incumbent officers authorized to execute this Agreement on behalf of the Partnership or the General Partner, as applicableBasic Documents, setting forth the name and title and bearing the signatures of such officers; (vi) A certificate of the Secretary of State of each applicable state, dated within ten Business Days prior to the date hereof, to the effect that each of Newmark Group, the General Partner and the Partnership is in good standing (or certificate of similar import) in its jurisdiction of formation; (vii) An officer’s certificate of the Partnership, dated as of the date hereof, certifying, in his or her applicable capacity, to the effect that the conditions set forth in Sections 2(b)(i) and 2(b)(ii) have been satisfied; (viii) A cross-receipt executed by the Partnership and delivered to Dealer certifying as to the amounts that it has received from Dealer (to be held in escrow until the Closing Date); and (ix) True and correct copies of the fully executed Purchase Agreement together with all amendments thereto and all prior transfer notices delivered thereunder with respect to earn-out rights. (x) Such other documents relating to the transactions contemplated by this Agreement as Dealer may reasonably request.

Partnership Deliveries. On or prior At the Closing, subject to the date hereofterms and conditions of this Agreement, the Partnership shall will deliver, or cause to be delivered, to Dealer with respect to the Purchased Unitseach Purchaser: (ia) An opinion from in-house counsel for at the option of each Purchaser (which such option is exercisable by notice to the Partnership with respect to the matters set forth in Sections 2(f)(i), (ii), (iii), (iv) and (v) and 2(g)(ii) of this Agreement, which shall be addressed to Dealer and dated the date hereof; (ii) A fully executed copy of the Second Amended and Restated Agreement of Limited Partnership of the Partnership, substantially in the form attached hereto as Exhibit A; (iii) A fully executed copy of the Assignment Agreement and Transfer Notice dated on or at least two days prior to the date hereofClosing Date), in each case in form and substance reasonably acceptable to Dealer, together with evidence of delivery of the Transfer Notice to NASDAQ; (iv) Evidence of issuance of a certificate evidencing the Purchased Units or the Purchased Units credited to book-entry accounts maintained by the Partnershiptransfer agent, as reflected bearing the legend or restrictive notation set forth in Schedule 4.02 to Section 4.08, and meeting the requirements of the Partnership Agreement, free and clear of any liensLiens, other than transfer restrictions under the Partnership Agreement and applicable federal and state securities laws; (vb) An officer’s certificate a certificate, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the General Partner, on behalf of the Partnership, dated in their capacities as such, stating that: (i) the Partnership has performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by the Partnership on or prior to the Closing Date; and (ii) the representations and warranties of the Partnership (A) set forth in Section 3.01, the second sentence of Section 3.02(a), and Section 3.05 and (B) contained in this Agreement that are qualified by materiality or Partnership Material Adverse Effect are true and correct as of the Closing Date and all other representations and warranties of the Partnership are true and correct in all material respects as of the Closing Date (except that representations and warranties made as of a specific date hereofshall be required to be true and correct as of such date only); and the Partnership Agreement has not been amended in any manner that materially and adversely affects the rights, preferences, privileges and restrictions governing the Common Units; (c) An opinion addressed to the Purchasers from Holland & Xxxx, LLP, outside legal counsel to the Partnership dated the Closing Date, substantially similar in substance to the form of opinion attached to this Agreement as Exhibit D; (d) The Registration Rights Agreement in substantially the form attached to this Agreement as Exhibit A, which shall have been duly executed by the Partnership; and (e) A certificate of the Secretary or Assistant Secretary of the General Partner, on behalf of the Partnership, certifying as to and attaching (A) the certificate of limited partnership of the Partnership, (Bi) the Partnership Agreement, as amended, (Cii) board resolutions authorizing the execution and delivery of this Agreement and the Assignment Agreement Basic Documents and the consummation of the transactions contemplated thereby, thereby and (Diii) the incumbency of the incumbent officers authorized to execute this Agreement on behalf of the Partnership or the General Partner, as applicableBasic Documents, setting forth the name and title and bearing the signatures of such officers; (vi) A certificate of the Secretary of State of each applicable state, dated within ten Business Days prior to the date hereof, to the effect that each of Newmark Group, the General Partner and the Partnership is in good standing (or certificate of similar import) in its jurisdiction of formation; (vii) An officer’s certificate of the Partnership, dated as of the date hereof, certifying, in his or her applicable capacity, to the effect that the conditions set forth in Sections 2(b)(i) and 2(b)(ii) have been satisfied; (viii) A cross-receipt executed by the Partnership and delivered to Dealer certifying as to the amounts that it has received from Dealer (to be held in escrow until the Closing Date); and (ix) True and correct copies of the fully executed Purchase Agreement together with all amendments thereto and all prior transfer notices delivered thereunder with respect to earn-out rights. (x) Such other documents relating to the transactions contemplated by this Agreement as Dealer may reasonably request.

Partnership Deliveries. On or prior to the date hereof, the Partnership shall deliver, or cause to be delivered, to Dealer with respect to the Purchased Units: (i) An opinion from in-house counsel for the Partnership with respect to the matters set forth in Sections 2(f)(i), (ii), (iii), (iv) and (v) and 2(g)(ii) of this Agreement, which shall be addressed to Dealer and dated the date hereof; (ii) A fully executed copy of the Second Third Amended and Restated Agreement of Limited Partnership of the Partnership, substantially in the form attached hereto as Exhibit AAgreement; (iii) A fully executed copy of the Assignment Agreement and Transfer Notice dated on or prior to the date hereof, in each case in form and substance reasonably acceptable to Dealer, together with evidence of delivery of the Transfer Notice to NASDAQ; (iv) Evidence of issuance of the Purchased Units credited to book-entry accounts maintained by the Partnership, as reflected in Schedule 4.02 to the Partnership Agreement, free and clear of any liens, other than transfer restrictions under the Partnership Agreement and applicable federal and state securities laws; (v) An officer’s certificate of the Partnership, dated as of the date hereof, certifying as to and attaching (A) the certificate of limited partnership of the Partnership, (B) the Partnership Agreement, (C) resolutions authorizing the execution and delivery of this Agreement and the Assignment Agreement and the consummation of the transactions contemplated thereby, and (D) the incumbency of the officers authorized to execute this Agreement on behalf of the Partnership or the General Partner, as applicable, setting forth the name and title and bearing the signatures of such officers; (vi) A certificate of the Secretary of State of each applicable state, dated within ten Business Days prior to the date hereof, to the effect that each of Newmark Group, the General Partner and the Partnership is in good standing (or certificate of similar import) in its jurisdiction of formation; (vii) An officer’s certificate of the Partnership, dated as of the date hereof, certifying, in his or her applicable capacity, to the effect that the conditions set forth in Sections 2(b)(i) and 2(b)(ii) have been satisfied; (viii) A cross-receipt executed by the Partnership and delivered to Dealer certifying as to the amounts that it has received from Dealer (to be held in escrow until the Closing Date); and; (ix) True To the extent not previously delivered, true and correct copies of the fully executed Purchase Agreement together with all amendments thereto and all prior transfer notices delivered thereunder with respect to earn-out rights.; and (x) Such other documents relating to the transactions contemplated by this Agreement as Dealer may reasonably request.

Partnership Deliveries. On or prior At the Closing, subject to the date terms and conditions hereof, the Partnership shall will deliver, or cause to be delivered, to Dealer with respect to the Purchased Unitseach Purchaser: (ia) An opinion from in-house counsel for the Partnership with respect to the matters set forth in Sections 2(f)(i), (ii), (iii), (iv) and (v) and 2(g)(ii) of this Agreement, which shall be addressed to Dealer and dated the date hereof; (ii) A fully executed copy of the Second Amended and Restated Agreement of Limited Partnership of the Partnership, substantially in the form attached hereto as Exhibit A; (iii) A fully executed copy of the Assignment Agreement and Transfer Notice dated on or prior to the date hereof, in each case in form and substance reasonably acceptable to Dealer, together with evidence of delivery of the Transfer Notice to NASDAQ; (iv) Evidence of issuance of the Purchased Units credited to book-entry accounts maintained by the transfer agent of the Partnership, as reflected bearing the legend or restrictive notation set forth in Schedule 4.02 to the Partnership AgreementSection 4.9, free and clear of any liensall Liens, other than transfer restrictions under the Partnership Agreement and applicable federal and state securities laws; (vb) the Registration Rights Agreement in the form attached to this Agreement as Exhibit A, which shall have been duly executed by the Partnership; (c) A certificate of the Secretary of State of the State of Delaware, dated a recent date, to the effect that each of the Partnership Entities is in good standing; (d) An officer’s certificate of opinion addressed to the Purchasers from Xxxxxx & Xxxxxx L.L.P., legal counsel to the Partnership, dated as of the Closing, in the form and substance attached hereto as Exhibit B; (e) A certificate, dated the Closing Date and signed by each of the Chief Executive Officer and the Chief Financial Officer of the General Partner, on behalf of the Partnership, in their capacities as such, stating that: (i) The Partnership has performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by the Partnership on or prior to the Closing Date; and (ii) The representations and warranties of the Partnership contained in this Agreement that are qualified by materiality or Material Adverse Effect are true and correct as of the Closing Date and all other representations and warranties of the Partnership are, individually and in the aggregate, true and correct in all material respects as of the Closing Date (except that representations and warranties made as of a specific date hereofshall be required to be true and correct as of such date only); and (f) A certificate of the Secretary or Assistant Secretary of the General Partner, on behalf of the Partnership, certifying as to and attaching (A1) the certificate Certificate of limited partnership Limited Partnership of the Partnership, (B) Partnership and the Partnership Agreement, (C2) board resolutions authorizing the execution and delivery of this Agreement and the Assignment Agreement Operative Documents and the consummation of the transactions contemplated thereby, including the issuance of the Purchased Units, and (D3) the incumbency of the its incumbent officers authorized to execute this Agreement on behalf of the Partnership or the General Partner, as applicableOperative Documents, setting forth the name and title and bearing the signatures of such officers; (vi) A certificate of the Secretary of State of each applicable state, dated within ten Business Days prior to the date hereof, to the effect that each of Newmark Group, the General Partner and the Partnership is in good standing (or certificate of similar import) in its jurisdiction of formation; (vii) An officer’s certificate of the Partnership, dated as of the date hereof, certifying, in his or her applicable capacity, to the effect that the conditions set forth in Sections 2(b)(i) and 2(b)(ii) have been satisfied; (viii) A cross-receipt executed by the Partnership and delivered to Dealer certifying as to the amounts that it has received from Dealer (to be held in escrow until the Closing Date); and (ix) True and correct copies of the fully executed Purchase Agreement together with all amendments thereto and all prior transfer notices delivered thereunder with respect to earn-out rights. (x) Such other documents relating to the transactions contemplated by this Agreement as Dealer may reasonably request.

Partnership Deliveries. On or prior At the Closing, subject to the date terms and conditions hereof, the Partnership shall will deliver, or cause to be delivered, to Dealer with respect to the Purchased Unitseach Purchaser: (ia) An opinion from in-house counsel for the Partnership with respect to the matters set forth in Sections 2(f)(i), (ii), (iii), (iv) and (v) and 2(g)(ii) of this Agreement, which shall be addressed to Dealer and dated the date hereof; (ii) A fully executed copy of the Second Amended and Restated Agreement of Limited Partnership of the Partnership, substantially in the form attached hereto as Exhibit A; (iii) A fully executed copy of the Assignment Agreement and Transfer Notice dated on or prior to the date hereof, in each case in form and substance reasonably acceptable to Dealer, together with evidence of delivery of the Transfer Notice to NASDAQ; (iv) Evidence of issuance of the Purchased Units credited to book-entry accounts maintained by the transfer agent of the Partnership, as reflected bearing the legend or restrictive notation set forth in Schedule 4.02 to the Partnership AgreementSection 4.9, free and clear of any liensall Liens, other than transfer restrictions under the Partnership Agreement and applicable federal and state securities laws; (vb) the Registration Rights Agreement in the form attached to this Agreement as Exhibit A, which shall have been duly executed by the Partnership; (c) A certificate of the Secretary of State of the State of Delaware, dated a recent date, to the effect that each of the Partnership Entities is in good standing; (d) An officer’s certificate of opinion addressed to the Purchasers from Xxxxxxx Xxxxx Xxxxxx LLP, legal counsel to the Partnership, dated as of the Closing, in the form and substance attached hereto as Exhibit B; (e) A certificate, dated the Closing Date and signed by each of the Chief Executive Officer and the Chief Financial Officer of the General Partner, on behalf of the Partnership, in their capacities as such, stating that: (i) The Partnership has performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by the Partnership on or prior to the Closing Date; and (ii) The representations and warranties of the Partnership contained in this Agreement that are qualified by materiality or Material Adverse Effect are true and correct as of the Closing Date and all other representations and warranties of the Partnership are true and correct in all material respects as of the Closing Date (except that representations and warranties made as of a specific date hereofshall be required to be true and correct as of such date only); and (f) A certificate of the Secretary or Assistant Secretary of the General Partner, on behalf of the Partnership, certifying as to and attaching (Ai) the certificate Certificate of limited partnership Limited Partnership of the Partnership, (B) as amended, and the Partnership Agreement, (Cii) board resolutions authorizing the execution and delivery of this Agreement and the Assignment Agreement Operative Documents and the consummation of the transactions contemplated thereby, including the issuance and sale of the Purchased Units, and (Diii) the incumbency of the its incumbent officers authorized to execute this Agreement on behalf of the Partnership or the General Partner, as applicableOperative Documents, setting forth the name and title and bearing the signatures of such officers; (vi) A certificate of the Secretary of State signature of each applicable state, dated within ten Business Days prior to the date hereof, to the effect that each of Newmark Group, the General Partner and the Partnership is in good standing (or certificate of similar import) in its jurisdiction of formation; (vii) An such officer’s certificate of the Partnership, dated as of the date hereof, certifying, in his or her applicable capacity, to the effect that the conditions set forth in Sections 2(b)(i) and 2(b)(ii) have been satisfied; (viii) A cross-receipt executed by the Partnership and delivered to Dealer certifying as to the amounts that it has received from Dealer (to be held in escrow until the Closing Date); and (ix) True and correct copies of the fully executed Purchase Agreement together with all amendments thereto and all prior transfer notices delivered thereunder with respect to earn-out rights. (x) Such other documents relating to the transactions contemplated by this Agreement as Dealer may reasonably request.

Partnership Deliveries. On or prior At Closing, subject to the date hereofterms and conditions of this Agreement, the Partnership shall will deliver, or cause to be delivered, to Dealer with respect to the Purchased Unitseach Purchaser: (ia) An opinion from in-house counsel for the Partnership with respect to the matters set forth in Sections 2(f)(i), (ii), (iii), (iv) and (v) and 2(g)(ii) of this Agreement, which shall be addressed to Dealer and dated the date hereof; (ii) A fully executed copy of the Second Amended and Restated Agreement of Limited Partnership of the Partnership, substantially in the form attached hereto as Exhibit A; (iii) A fully executed copy of the Assignment Agreement and Transfer Notice dated on or prior to the date hereof, in each case in form and substance reasonably acceptable to Dealer, together with evidence of delivery of the Transfer Notice to NASDAQ; (iv) Evidence of issuance of a certificate evidencing the Purchased Units or the Purchased Units credited to book-entry accounts maintained by the Partnershiptransfer agent, as reflected the case may be, bearing the legend or restrictive notation set forth in Schedule 4.02 to Section 4.08, and meeting the requirements of the Amended Partnership Agreement, free and clear of any liensLiens, other than transfer restrictions under the Amended Partnership Agreement and applicable federal and state securities laws; (vb) An a certificate of the Secretary of State of the State of Delaware, dated as of a recent date, to the effect that each of the General Partner and the Partnership is in good standing; (c) an officer’s certificate, substantially in the form attached to this Agreement as Exhibit A; (d) the Partnership Agreement Amendment, duly executed by the General Partner; (e) the Registration Rights Agreement, duly executed by the General Partner on behalf of the Partnership; (f) the Board Observer Agreement, duly executed by the General Partner, for itself and on behalf of the Partnership; (g) a certificate of the Secretary or Assistant Secretary of the General Partner, on behalf of the Partnership, dated as of the date hereofClosing Date, certifying as to and attaching (Ai) the certificate of formation of the General Partner, the GP LLC Agreement, the certificate of limited partnership of the Partnership, (B) and the Partnership Agreement, (Cii) board resolutions authorizing the execution and delivery of this Agreement and the Assignment Agreement Transaction Agreements and the consummation of the transactions contemplated thereby, thereby and (Diii) the incumbency of the incumbent officers authorized to execute this Agreement on behalf of the Partnership or the General Partner, as applicableTransaction Agreements, setting forth the name and title and bearing the signatures of such officers; (vih) A certificate of the Secretary of State of each applicable state, dated within ten Business Days prior to the date hereof, to the effect that each of Newmark Group, the General Partner and a supplemental listing application filed by the Partnership is in good standing (or certificate of similar import) in its jurisdiction of formationwith the NYSE; (viii) An officer’s certificate of the Partnershipa cross receipt, dated as of the date hereofClosing Date, certifying, in his or her applicable capacity, to the effect that the conditions set forth in Sections 2(b)(i) and 2(b)(ii) have been satisfied; (viii) A cross-receipt executed by the Partnership and delivered to Dealer certifying as to confirming that the amounts that it Partnership has received from Dealer (to be held in escrow until the Closing Date); andsuch Purchaser’s Purchase Price; (ixj) True and correct copies of the fully executed Purchase Agreement together with all amendments thereto and all prior transfer notices delivered thereunder with respect to earn-out rights. (x) Such such other documents relating to the transactions contemplated by this Agreement as Dealer the Purchasers or their counsel may reasonably request; and (k) if applicable, payment of the Transaction Fee in the manner contemplated in Section 2.02(b).

Partnership Deliveries. On or prior At the Closing, subject to the date terms and conditions hereof, the Partnership shall will deliver, or cause to be delivered, to Dealer with respect to the Purchased Unitseach Purchaser: (ia) An opinion from in-house counsel for the Partnership with respect to the matters set forth in Sections 2(f)(i), (ii), (iii), (iv) and (v) and 2(g)(ii) of this Agreement, which shall be addressed to Dealer and dated the date hereof; (ii) A fully executed copy of the Second Amended and Restated Agreement of Limited Partnership of the Partnership, substantially in the form attached hereto as Exhibit A; (iii) A fully executed copy of the Assignment Agreement and Transfer Notice dated on or prior to the date hereof, in each case in form and substance reasonably acceptable to Dealer, together with evidence of delivery of the Transfer Notice to NASDAQ; (iv) Evidence of issuance of the Purchased Units credited to book-entry accounts maintained by the transfer agent of the Partnership, as reflected bearing the legend or restrictive notation set forth in Schedule 4.02 to the Partnership AgreementSection 4.9, free and clear of any liensall Liens, other than transfer restrictions under the Partnership Agreement and applicable federal and state securities laws; (vb) the Registration Rights Agreement in the form attached to this Agreement as Exhibit A, which shall have been duly executed by the Partnership; (c) A certificate of the Secretary of State of the State of Delaware, dated a recent date, to the effect that each of the Partnership Entities is in good standing; (d) An officer’s certificate of opinion addressed to the Purchasers from Xxxxxx & Xxxxxxx LLP, legal counsel to the Partnership, dated as of the Closing, in the form and substance attached hereto as Exhibit B; (e) A certificate, dated the Closing Date and signed by each of the President and Group Chief Financial Officer of the General Partner, on behalf of the Partnership, in their respective capacities as such, stating that: (i) The Partnership has performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by the Partnership on or prior to the Closing Date; and (ii) The representations and warranties of the Partnership contained in this Agreement that are qualified by materiality or Material Adverse Effect are true and correct as of the Closing Date and all other representations and warranties of the Partnership are, individually and in the aggregate, true and correct in all material respects as of the Closing Date (except that representations and warranties made as of a specific date hereofshall be required to be true and correct as of such date only). (f) A certificate of the Secretary or Assistant Secretary of the General Partner, on behalf of the Partnership, certifying as to and attaching (A1) the certificate Certificate of limited partnership Limited Partnership of the Partnership, (B) Partnership and the Partnership Agreement, (C2) board resolutions authorizing the execution and delivery of this Agreement and the Assignment Agreement Operative Documents and the consummation of the transactions contemplated thereby, including the issuance of the Purchased Units, and (D3) the incumbency of the its incumbent officers authorized to execute this Agreement on behalf of the Partnership or the General Partner, as applicableOperative Documents, setting forth the name and title and bearing the signatures of such officers; (vig) A certificate of the Secretary of State of each applicable statereceipt, dated within ten Business Days prior to the date hereofClosing Date, to the effect that each of Newmark Group, the General Partner and executed by the Partnership is in good standing (or certificate of similar import) in its jurisdiction of formation; (vii) An officer’s certificate of the Partnership, dated as of the date hereof, certifying, in his or her applicable capacity, to the effect that the conditions set forth in Sections 2(b)(i) and 2(b)(ii) have been satisfied; (viii) A cross-receipt executed by Partnership has received the Partnership and delivered to Dealer certifying as Aggregate Purchase Price with respect to the amounts that it has received from Dealer (Purchased Units issued and sold to be held in escrow until the Closing Date)Purchasers; and (ixh) True The “lock-up” agreements, each substantially in the form of Exhibit C hereto, among (i) each of Barclays Capital Inc., X.X. Xxxxxx Securities LLC and correct copies Citigroup Global Markets Inc., as lock-up representatives of the fully executed Purchase Agreement together with all amendments thereto Placement Agents, on the one hand, and all prior transfer notices delivered thereunder with respect (ii) the Partnership and each of the officers and directors of the General Partner, on the other hand, related to earn-out rightssales and certain other dispositions of Common Units or certain other securities, shall be in full force and effect on the Closing Date. (x) Such other documents relating to the transactions contemplated by this Agreement as Dealer may reasonably request.