Common use of Requests for Registration Clause in Contracts

Requests for Registration. Subject to the provisions of this Article II, any Holder or group of Holders may at any time make a written request (a “Demand Request”) for registration under the Securities Act of Registrable Securities (a “Demand Registration”). Such Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. Newmark shall, subject to the provisions of this Article II and to the Holders’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file with the SEC a Registration Statement registering all Registrable Securities included in such Demand Request, for disposition in accordance with the intended method or methods set forth therein; provided that if the managing underwriter(s) for a Demand Registration in which Registrable Securities are proposed to be included pursuant to this Article II that involves an underwritten offering shall advise Newmark that, in its reasonable opinion, the number of Registrable Securities to be sold is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of Newmark and the Holders), then Newmark will be entitled to reduce the number of Registrable Securities included in such registration to the number that, in the opinion of the managing underwriter(s), can be sold without having the adverse effect referred to above; provided, further, that in the event of such a reduction in the number of Registrable Securities included in such registration, the number of Registrable Securities registered shall be allocated in the following priority: first, pro rata among the Holders participating in the Demand Registration, based on the number of Registrable Securities included by such Holder in the Demand Request; second, shares of Newmark Class A Common Stock proposed to be registered for offer and sale by Newmark; and third, shares of Newmark Class A Common Stock proposed to be registered pursuant to any piggy-back registration rights of security holders of Newmark other than any Holder. Newmark shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after filing and to remain effective until the earlier of (i) 90 days following the date on which it was declared effective and (ii) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated therein.

Requests for Registration. Subject to the provisions following paragraphs of this Article IISection 2(a), any Holder or group of Holders may at any time make the Requisite Investors shall have the right by delivering a written request notice to the Company (a “Demand RequestNotice”) for registration to require the Company to register, pursuant to the terms of this Agreement under and in accordance with the provisions of the Securities Act Act, the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement and, in the case of an initial Public Offering, a number of shares of Common Stock specified by such group of Requisite Investors to be issued and sold in the initial Public Offering (a “Demand Registration”). Such ; provided, however, that a Demand Requests shall specify Notice may only be made if the amount sale of the Registrable Securities requested to be registered and by such group of Requisite Investors and/or, in the intended method case of an initial Public Offering, the sale of the number of shares of Common Stock specified by such group of Requisite Investors to be issued in the initial Public Offering is reasonably expected to result in aggregate gross cash proceeds in excess of $200,000,000 (without regard to any underwriting discount or methods commission). Following receipt of disposition. Newmark shalla Demand Notice for a Demand Registration, subject to the provisions of this Article II and to the Holders’ compliance with their obligations under the provisions of this Agreement, Company shall use its reasonable best efforts to file with the SEC a Registration Statement registering all Registrable Securities included in as promptly as practicable, but not later than 60 days after such Demand Request, for disposition Notice (in accordance with the intended method or methods set forth therein; provided that if the managing underwriter(s) for a Demand Registration in which Registrable Securities are proposed to be included pursuant to this Article II that involves case of an underwritten offering shall advise Newmark that, in its reasonable opinion, the number of Registrable Securities to be sold is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of Newmark and the Holdersinitial Public Offering), then Newmark will be entitled to reduce the number of Registrable Securities included in and 30 days after such registration to the number that, Demand Notice (in the opinion case of the managing underwriter(sany Public Offering other than an initial Public Offering), can be sold without having the adverse effect referred to above; provided, further, that in the event of such a reduction in the number of Registrable Securities included in such registration, the number of Registrable Securities registered shall be allocated in the following priority: first, pro rata among the Holders participating in the Demand Registration, based on the number of Registrable Securities included by such Holder in the Demand Request; second, shares of Newmark Class A Common Stock proposed to be registered for offer and sale by Newmark; and third, shares of Newmark Class A Common Stock proposed to be registered pursuant to any piggy-back registration rights of security holders of Newmark other than any Holder. Newmark shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as soon promptly as practicable after the filing and thereof. No Demand Registration shall be deemed to remain effective until have occurred for purposes of this Section 3 if the earlier of Registration Statement relating thereto (i) 90 days following the date on which it was declared does not become effective and (ii) is not maintained effective for the date on which all period required pursuant to this Section 2, or (iii) the offering of the Registrable Securities covered thereby pursuant to such Registration Statement is subject to a stop order, injunction or similar order or requirement of the SEC during such period in which case such requesting holder of Registrable Securities shall be entitled to an additional Demand Registration, as the case may be, in lieu thereof. Within 10 days after receipt by the Company of a Demand Notice, the Company shall give written notice (the “Notice”) of such Demand Notice to all other holders of Registrable Securities and shall, subject to the provisions of Section 2(b) hereof, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within 15 days after such Notice is given by the Company to such holders. Notwithstanding anything to the contrary in this Agreement, unless otherwise consented to by the Requisite Investors (which, if there are disposed not more than two Qualified Holders, shall mean, for purposes of this sentence, those holders of more than 50% of the shares of Common Stock held by the Investors (including indirect holdings through Holdings)), in accordance connection with a Demand Notice for an initial Public Offering, the method Company shall not be required to deliver any Demand Notice or Piggyback Notice nor include in such registration any Registrable Securities if the initial Public Offering involves only a primary offering of the Common Stock in which none of the Family Investor or the Sponsor Investors are selling shares of Common Stock beneficially owned by them. All requests made pursuant to this Section 2 will specify the number of Registrable Securities to be registered and/or, in the case of an initial Public Offering, the number of shares of Common Stock to be issued and the intended methods of disposition stated thereinthereof. The Company shall be required to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least 270 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold.

Requests for Registration. Subject Commencing 180 days after the Initial Public Offering, each Qualified Holder Group shall have the right by delivering a written notice to the Company (the “Demand Notice”) to require the Company to register, pursuant to the terms of this Agreement under and in accordance with the provisions of this Article II, any Holder or group of Holders may at any time make a written request (a “Demand Request”) for registration under the Securities Act Act, the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement (a “Demand Registration”); provided, however, that except for a Demand Notice relating to the Management Demand (defined below), a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered by such Qualified Holder Group is reasonably expected to result in aggregate gross cash proceeds in excess of $20,000,000. Such Following receipt of a Demand Requests Notice for a Demand Registration, the Company shall use its commercially reasonable efforts to file a Registration Statement as promptly as practicable after such Demand Notice, and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. The Management Qualified Holders shall be entitled collectively to a maximum of one Demand Registration (the “Management Demand”) and the Yorktown Qualified Holders shall be entitled collectively to a maximum of three Demand Registrations. Notwithstanding any other provisions of this Section 3, in no event shall more than one (1) Demand Registration occur during any six-month period (measured from the effective date of the Registration Statement to the date of the next Demand Notice) or within 120 days after the effective date of a Registration Statement filed by the Company; provided that no Demand Registration may be prohibited for such 120-day period more often than once in a twelve-month period. No Demand Registration shall be deemed to have occurred for purposes of this Section 3(a) if the Registration Statement relating thereto does not become effective or is not maintained effective for the period required pursuant to this Section 3(a), in which case the Demanding Qualified Holder Group shall be entitled to an additional Demand Registration in lieu thereof. Within ten (10) days after receipt by the Company of a Demand Notice, the Company shall give written notice (the “Notice”) of such Demand Notice to all holders of Registrable Securities and shall, subject to the provisions of Section 3(b) hereof, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within ten (10) days after such Notice is given by the Company to such holders. All requests made pursuant to this Section 3 will specify the amount of Registrable Securities to be registered and the intended method or methods of dispositiondisposition thereof. Newmark shall, subject to the provisions of this Article II and to the Holders’ compliance with their obligations under the provisions of this Agreement, The Company shall use its commercially reasonable best efforts to file with maintain the SEC a effectiveness of the Registration Statement registering with respect to any Demand Registration for a period of at least 180 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Demand RequestRegistration Statement have actually been sold; provided, for disposition in accordance with the intended method or methods set forth therein; provided however, that if the managing underwriter(s) such period shall be extended for a Demand Registration in which Registrable Securities are proposed period of time equal to be included pursuant to this Article II that involves an underwritten offering shall advise Newmark that, in its reasonable opinion, the number period the holders of Registrable Securities to be sold is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of Newmark and the Holders), then Newmark will be entitled to reduce the number of Registrable Securities refrain from selling any securities included in such registration to at the number that, in the opinion request of an underwriter of the managing underwriter(s), can be sold without having Company or the adverse effect referred to above; provided, further, that in the event of such a reduction in the number of Registrable Securities included in such registration, the number of Registrable Securities registered shall be allocated in the following priority: first, pro rata among the Holders participating in the Demand Registration, based on the number of Registrable Securities included by such Holder in the Demand Request; second, shares of Newmark Class A Common Stock proposed to be registered for offer and sale by Newmark; and third, shares of Newmark Class A Common Stock proposed to be registered Company pursuant to any piggy-back registration rights of security holders of Newmark other than any Holder. Newmark shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after filing and to remain effective until the earlier of (i) 90 days following the date on which it was declared effective and (ii) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated thereinthis Agreement.

Requests for Registration. Subject to the provisions pro- visions of this Article IISection 3, any Holder Seller or group of Holders may Sellers may, at any time prior to the earlier of (x) the expiration of the Standstill Period and (y) the first date on which there are fewer than two million Registrable Shares, subject to appropri- ate adjustment in the event of a stock split, reverse stock split or stock dividend (the "Demand Registration Period"), make a written request (a “Demand Request”) to the Company for registration under the Securities Act of all or any part of such Seller or Sell- ers' Registrable Securities Shares in a widely distributed underwritten offering (a “"Demand Registration”"). Such Demand Requests request shall specify the amount number of Registrable Securities Shares to be registered registered, which amount shall not be less than the lesser of (i) four million Regis- trable Shares and (ii) 50% of the Registrable Shares then out- standing (but in any event not less than two million Registra- ble Shares), subject to appropriate adjustment in the event of a stock split, reverse stock split or stock dividend (such min- imum amount being referred to herein as the "Minimum Demand Quantity"). The Seller or Sellers making such request shall send a written notice of such request to all Sellers and the intended method or methods of disposition. Newmark Company shall, subject to the provisions of this Article II and Section 3, include in such Demand Registration all Registrable Shares with respect to which the Holders’ compliance with their obligations under Company receives written requests (speci- fying the provisions amount of this AgreementRegistrable Shares to be registered) for inclusion therein within 15 days after the initial request. As promptly as practicable thereafter, use its reasonable best efforts to the Company shall file with the SEC a Registration Statement Statement, registering all Registrable Securities included in such Demand Request, for disposition in accordance with Shares that any Sellers have requested the intended method or methods set forth therein; provided that if the managing underwriter(s) for a Demand Registration in which Registrable Securities are proposed Company to be included pursuant to this Article II that involves an underwritten offering shall advise Newmark that, in its reasonable opinion, the number of Registrable Securities to be sold is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of Newmark and the Holders), then Newmark will be entitled to reduce the number of Registrable Securities included in such registration to the number that, in the opinion of the managing underwriter(s), can be sold without having the adverse effect referred to above; provided, further, that in the event of such a reduction in the number of Registrable Securities included in such registration, the number of Registrable Securities registered shall be allocated in the following priority: first, pro rata among the Holders participating in the Demand Registration, based on the number of Registrable Securities included by such Holder in the Demand Request; second, shares of Newmark Class A Common Stock proposed to be registered for offer and sale by Newmark; and third, shares of Newmark Class A Common Stock proposed to be registered pursuant to any piggy-back registration rights of security holders of Newmark other than any Holderregister. Newmark The Company shall use its all reasonable best efforts to cause such Registration Reg- istration Statement to be declared effective as soon as practicable practi- cable after filing and to remain effective until the earlier of (i) 90 60 days following the date on which it was declared effective effec- tive and (ii) the date on which all of the Registrable Securities Shares covered thereby are disposed of in accordance with the method or methods of disposition stated therein.

Requests for Registration. Subject Each Qualified Holder Group shall have the right by delivering a written notice to the Company (the “Demand Notice”) to require the Company to register, pursuant to the terms of this Agreement under and in accordance with the provisions of this Article II, any Holder or group of Holders may at any time make a written request (a “Demand Request”) for registration under the Securities Act Act, the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement (a “Demand Registration”); provided, however, that except for a Demand Notice relating to the Management Demand (defined below), a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered by such Qualified Holder Group is reasonably expected to result in aggregate gross cash proceeds in excess of $20,000,000. Such Following receipt of a Demand Requests Notice for a Demand Registration, the Company shall use its commercially reasonable efforts to file a Registration Statement as promptly as practicable after such Demand Notice, and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Notwithstanding anything herein to the contrary, the Company shall not have any obligation to file any Registration Statement pursuant to this Section 3 at any time (i) on or before the date that is twelve (12) months after the closing of the Initial Public Offering, (ii) on or before 180 days after any other registered underwritten offering of equity securities of the Company, or (iii) if the Company is not otherwise eligible at such time to file a Registration Statement on Form S-3 (or any applicable successor form). The Management Qualified Holders shall be entitled collectively to a maximum of one (1) Demand Registration (the “Management Demand”) and the Yorktown Qualified Holders shall be entitled collectively to a maximum of two (2) Demand Registrations. Notwithstanding any other provisions of this Section 3, in no event shall more than one (1) Demand Registration occur during any six-month period (measured from the effective date of the Registration Statement to the date of the next Demand Notice) or within 180 days after the effective date of a Registration Statement filed by the Company. No Demand Registration shall be deemed to have occurred for purposes of this Section 3(a) if the Registration Statement relating thereto does not become effective or is not maintained effective for the period required pursuant to this Section 3(a), in which case the Demanding Qualified Holder Group shall be entitled to an additional Demand Registration in lieu thereof. Within ten (10) days after receipt by the Company of a Demand Notice, the Company shall give written notice (the “Notice”) of such Demand Notice to all holders of Registrable Securities and shall, subject to the provisions of Section 3(b) hereof, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within ten (10) days after such Notice is given by the Company to such holders. All requests made pursuant to this Section 3 will specify the amount of Registrable Securities to be registered and the intended method or methods of dispositiondisposition thereof. Newmark shall, subject to the provisions of this Article II and to the Holders’ compliance with their obligations under the provisions of this Agreement, The Company shall use its commercially reasonable best efforts to file with maintain the SEC a effectiveness of the Registration Statement registering (except in the case of a Shelf Registration Statement) with respect to any Demand Registration for a period of at least one hundred eighty (180) days after the effective date thereof or such shorter period in which all Registrable Securities included in such Demand RequestRegistration Statement have actually been sold; provided, however, that such period shall be extended, if reasonably practicable, for disposition a period of time equal to the period the holders of Registrable Securities refrain from selling any securities included in accordance with such Registration Statement at the intended method request of (x) an underwriter or methods set forth therein(y) the Company pursuant to the provisions herein. The Company shall use its commercially reasonable efforts to maintain the effectiveness of a Registration Statement that constitutes a Shelf Registration Statement at all times during the Effectiveness Period; provided provided, however, that if the managing underwriter(s) for any Holder of Registrable Securities that have been included in a Demand Shelf Registration Statement may request that such Registrable Securities be removed from such Shelf Registration Statement, in which event the Company shall promptly either withdraw such Shelf Registration Statement or file a post-effective amendment to such Shelf Registration Statement removing such Registrable Securities are proposed Securities. Notwithstanding anything contained herein to be included the contrary, the Company hereby agrees that (i) each Shelf Registration Statement filed by the Company pursuant to this Article II that involves an underwritten offering Section 3 shall advise Newmark thatcontain all language (including, in its reasonable opinionwithout limitation, on the Prospectus cover page, the number of Registrable Securities to be sold is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of Newmark principal stockholders’ table and the Holders)plan of distribution) as may be reasonably requested by a Yorktown Qualified Holder to allow for distribution to, then Newmark will be entitled to reduce the number of Registrable Securities included in such registration to the number that, in the opinion of the managing underwriter(s), can be sold without having the adverse effect referred to above; provided, further, that in the event of such a reduction in the number of Registrable Securities included in such registrationand resale by, the number direct and indirect partners, investors or affiliated entities of Registrable Securities registered shall be allocated in the following priority: first, pro rata among the Holders participating in the Demand Registration, based on the number of Registrable Securities included by such a Yorktown Qualified Holder in the Demand Request; second, shares of Newmark Class A Common Stock proposed to be registered for offer and sale by Newmark; and third, shares of Newmark Class A Common Stock proposed to be registered pursuant to any piggy-back registration rights of security holders of Newmark other than any Holder. Newmark shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after filing and to remain effective until the earlier of (ia “Partner Distribution”) 90 days following the date on which it was declared effective and (ii) the date on which all Company shall, at the reasonable request of any Yorktown Qualified Holder seeking to effect a Partner Distribution, file any Prospectus supplement or post-effective amendments and otherwise take any action reasonably necessary to include such language, if such language was not included in the Registrable Securities covered thereby are disposed of in accordance with the method initial Shelf Registration Statement, or methods of disposition stated thereinrevise such language if deemed necessary by such Yorktown Qualified Holder to effect such Partner Distribution.

Requests for Registration. (a) Subject to the provisions of this Article II, any Holder or group of Holders may at any time make a written request (a “Demand Request”) for registration under the Securities Act on Form S-1 or any similar long-form registration statement of all or any portion of its Registrable Securities or if the Company is then eligible to use Form S-3, a registration statement on Form S-3 of all or any portion of its Registrable Securities (a “Demand Registration”). Such Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. Newmark Solta shall, subject to the provisions of this Article II and to the Holders’ compliance with their obligations under the provisions of this Agreement, use its commercially reasonable best efforts to file with the SEC a Registration Statement registering all Registrable Securities included in such Demand Request, Request for disposition in accordance with the intended method or methods set forth thereintherein as promptly as possible following receipt of a Demand Request; provided provided, that if the managing underwriter(s) for a Demand Registration in which Registrable Securities are proposed to be included pursuant to this Article II that involves an underwritten offering shall advise Newmark Solta that, in its reasonable opinion, the number of Registrable Securities to be sold is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of Newmark Solta and the Holders), then Newmark Solta will be entitled to reduce the number of Registrable Securities included in such registration to the number that, in the opinion of the managing underwriter(s), can be sold without having the adverse effect referred to above; provided, further, that in the event of such a reduction in the number of Registrable Securities included in such registration, the number of Registrable Securities registered shall be allocated in the following priority: first, pro rata among the Holders participating in the Demand Registration, based on the number of Registrable Securities included by such Holder in the Demand Request; second, shares of Newmark Class A Solta Common Stock Shares proposed to be registered for offer and sale by NewmarkSolta; and third, shares of Newmark Class A Solta Common Stock Shares proposed to be registered pursuant to any piggy-back registration rights of security holders of Newmark Solta other than any Holder. Newmark Solta shall use its commercially reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after filing and to remain effective until the earlier of (ia) 90 ninety (90) days following the date on which it was declared effective effective, and (iib) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated therein.

Requests for Registration. Subject to the following paragraphs of this Section 3(a), (i) each of the Investor Stockholders shall have the right, by delivering or causing to be delivered a written notice to the Company, to require the Company to register, pursuant to the terms of this Agreement, under and in accordance with the provisions of this Article IIthe Securities Act, any Holder the sale of a number of shares of Common Stock specified by the Investor Stockholders to be so issued and sold in the Initial Public Offering and (ii) following the Initial Public Offering, each of the Investor Stockholders shall have the right, by delivering, directly or group of Holders may at any time make indirectly, a written request notice to the Company, to require the Company to register pursuant to the terms of this Agreement, under and in accordance with the provisions of the Securities Act, the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement (any such written notice pursuant to clause (i) or (ii), a “Demand Request”) for registration under the Securities Act of Registrable Securities (Notice” and any such registration, a “Demand Registration”). Such ; provided, however, that, in each case, a Demand Requests shall specify Notice may only be made if the amount of Registrable Securities requested to be registered and by such Investor Stockholder, which Registrable Securities may include any Registrable Securities held by a Stockholder that has agreed with such Investor Stockholder to include its Registrable Securities in the intended method Demand Notice served by the Investor Stockholder, is reasonably expected to result in aggregate gross cash proceeds in excess of $50,000,000 (without regard to any underwriting discount or methods commission). Following receipt of disposition. Newmark shalla Demand Notice for a Demand Registration in accordance with this Section 3(a), subject to the provisions of this Article II and to the Holders’ compliance with their obligations under the provisions of this Agreement, Company shall use its reasonable best efforts to file with the SEC a Registration Statement registering all Registrable Securities included in such Demand Request, for disposition in accordance with the intended method or methods set forth therein; provided that if the managing underwriter(s) for a Demand Registration in which Registrable Securities are proposed to be included pursuant to this Article II that involves an underwritten offering shall advise Newmark that, in its reasonable opinion, the number of Registrable Securities to be sold is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of Newmark as promptly as practicable and the Holders), then Newmark will be entitled to reduce the number of Registrable Securities included in such registration to the number that, in the opinion of the managing underwriter(s), can be sold without having the adverse effect referred to above; provided, further, that in the event of such a reduction in the number of Registrable Securities included in such registration, the number of Registrable Securities registered shall be allocated in the following priority: first, pro rata among the Holders participating in the Demand Registration, based on the number of Registrable Securities included by such Holder in the Demand Request; second, shares of Newmark Class A Common Stock proposed to be registered for offer and sale by Newmark; and third, shares of Newmark Class A Common Stock proposed to be registered pursuant to any piggy-back registration rights of security holders of Newmark other than any Holder. Newmark shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as soon promptly as practicable after the filing and thereof. No Demand Registration shall be deemed to remain effective until have occurred for purposes of this Section 3 if the earlier of Registration Statement relating thereto (i) 90 days following the date on which it was declared effective and does not become effective, (ii) is not maintained effective for the date on which all period required pursuant to this Section 3, or (iii) the offering of the Registrable Securities covered thereby are disposed pursuant to such Registration Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period, in which case, such requesting holder of Registrable Securities shall be entitled to an additional Demand Registration in lieu thereof. Within 10 days after receipt by the Company of a Demand Notice in accordance with this Section 3(a), the method Company shall give written notice (the “Notice”) of such Demand Notice to all other Stockholders directly or indirectly holding Registrable Securities and shall, subject to the provisions of Section 3(b) hereof, offer to such Stockholders the opportunity to include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within 15 days after such Notice is given by the Company to such holders. Notwithstanding anything to the contrary in this Agreement, unless otherwise consented to by the Investor Stockholders, in connection with a Demand Notice for an Initial Public Offering, the Company shall only be required to deliver any Notice or Piggyback Notice and include Registrable Securities of such other holders in such registration as provided in clause (i) of the second paragraph of Section 4(a). All requests made pursuant to this Section 3 will specify the number of Registrable Securities to be registered and/or, in the case of an Initial Public Offering, the number of shares of Common Stock to be issued, and the intended methods of disposition stated thereinthereof. The Company shall be required to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least 180 days (two years for a shelf registration statement) after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the holder of Registrable Securities refrains from selling any securities included in such Registration Statement at the request of the Company or an underwriter of the Company pursuant to the provisions of this Agreement.

Requests for Registration. Subject to the following paragraphs of this Section 3(a), one or more Shareholders shall have the right, by delivering or causing to be delivered a written notice to the Company, to require the Company to register pursuant to the terms of this Agreement, under and in accordance with the provisions of the Securities Act, the offer, sale and distribution of all of the number of Registrable Securities requested to be so registered pursuant to the terms of this Article IIAgreement on Form S-3 (which, any Holder or group of Holders may at any time make a written unless all Shareholders delivering such notice request otherwise, shall be (a “Demand Request”i) for registration filed pursuant to Rule 415 under the Securities Act and (ii) if the Company is a Well-Known Seasoned Issuer at the time of Registrable Securities filing such registration statement with the SEC, designated by the Company as an Automatic Shelf Registration Statement), if the Company is then eligible for such short-form, or any similar or successor short-form registration (“Short-Form Registrations”) or, if the Company is not then eligible for such short form registration, on Form S-1 or any similar or successor long-form registration (“Long-Form Registrations”) (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”). Such , as soon as reasonably practicable after delivery of such Demand Requests Notice, but, in any event, the Company shall specify be required to make the amount initial filing of the Registration Statement in connection with such Demand Registration within 75 days, in the case of a Long-Form Registration, or 21 days, in the case of a Short-Form Registration, following receipt of such Demand Notice; provided, however, that a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered and by such Shareholders is reasonably expected to result in aggregate gross cash proceeds in excess of $50,000,000 (without regard to any underwriting discount or commission). Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(a), the intended method or methods of disposition. Newmark shall, subject to the provisions of this Article II and to the Holders’ compliance with their obligations under the provisions of this Agreement, Company shall use its reasonable best efforts to file with the SEC a Registration Statement registering all Registrable Securities included in such Demand Request, for disposition in accordance with the intended method or methods set forth therein; provided that if the managing underwriter(s) for a such Demand Registration in which Registrable Securities are proposed to be included pursuant to this Article II that involves an underwritten offering shall advise Newmark that, in its reasonable opinion, the number of Registrable Securities to be sold is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of Newmark Notice as promptly as practicable and the Holders), then Newmark will be entitled to reduce the number of Registrable Securities included in such registration to the number that, in the opinion of the managing underwriter(s), can be sold without having the adverse effect referred to above; provided, further, that in the event of such a reduction in the number of Registrable Securities included in such registration, the number of Registrable Securities registered shall be allocated in the following priority: first, pro rata among the Holders participating in the Demand Registration, based on the number of Registrable Securities included by such Holder in the Demand Request; second, shares of Newmark Class A Common Stock proposed to be registered for offer and sale by Newmark; and third, shares of Newmark Class A Common Stock proposed to be registered pursuant to any piggy-back registration rights of security holders of Newmark other than any Holder. Newmark shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as soon promptly as practicable after the filing thereof. Notwithstanding anything to the contrary in this Agreement, no later than the first Mandatory Conversion Date (as defined in the Certificates of Designations), the Company shall register pursuant to Rule 415 under the Securities Act and cause to remain be then effective until an Automatic Shelf Registration Statement or, if the earlier Company is not then eligible to use an Automatic Shelf Registration Statement, another Short-Form Registration, registering the offer, sale and distribution by the Shareholders of (i) 90 days following the date on which it was declared effective and (ii) the date on which all of the Registrable Securities covered thereby are disposed to be received by the Shareholders as a result of the conversion of such Shareholder’s Convertible Preferred Stock on such Mandatory Conversion Date and all other Registrable Securities (including all shares issuable upon the conversion of all Convertible Preferred Stock) not previously so registered pursuant to a then effective registration statement; provided, however, that if the Company is not then eligible to use an Automatic Shelf Registration Statement or another Short-Form Registration, the Company may comply with the foregoing through a Long-Form Registration that is available for the immediate offer, sale and distribution by the Shareholders of all such Registrable Securities. No Demand Registration shall be deemed to have occurred for purposes of this Section 3, and any Demand Notice delivered in connection therewith shall not count as a Demand Notice for purposes of Section 3(e), if (x) the Registration Statement relating thereto (and covering not less than all Registrable Securities specified in the applicable Demand Notice for sale in accordance with the intended method or methods of distribution specified in such Demand Notice) (i) does not become effective, or (ii) is not maintained effective for the period required pursuant to this Section 3 or (y) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period. All requests made pursuant to this Section 3 will specify the number of Registrable Securities to be registered and the intended methods of disposition stated thereinthereof. Except as otherwise agreed by all Shareholders with Registrable Securities subject to a Demand Registration, the Company shall use its reasonable best efforts to maintain the continuous effectiveness of the Registration Statement with respect to any Demand Registration until such securities cease to be Registrable Securities or such shorter period upon which all Shareholders with Registrable Securities included in such Registration Statement have notified the Company that such Registrable Securities have actually been sold. Within six business days after receipt by the Company of a Demand Notice pursuant to this Section 3(a), the Company shall deliver a written notice of any such Demand Notice to all other holders of Registrable Securities, and the Company shall, subject to the provisions of Section 3(b), include in such Demand Registration all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 business days after the date that such notice has been delivered; provided that such holders must agree to the method of distribution proposed by the Shareholders who delivered the Demand Notice and, in connection with any underwritten registration, such holders (together with the Company and the other holders including securities in such underwritten registration) must enter into an underwriting agreement in the form reasonably approved by the Shareholders holding the majority of the Registrable Securities. All requests made pursuant to the preceding sentence shall specify the aggregate amount of Registrable Securities to be registered and the intended method of distribution of such securities.

Requests for Registration. Subject to the following paragraphs of this Section 3(a), one or more Shareholders shall have the right, by delivering or causing to be delivered a written notice to the Company, to require the Company to register pursuant to the terms of this Agreement, under and in accordance with the provisions of the Securities Act, the offer, sale and distribution of all of the number of Registrable Securities requested to be so registered pursuant to the terms of this Article IIAgreement on Form S-3 (which, any Holder or group of Holders may at any time make a written unless all Shareholders delivering such notice request otherwise, shall be (a “Demand Request”i) for registration filed pursuant to Rule 415 under the Securities Act and (ii) if the Company is a Well-Known Seasoned Issuer at the time of Registrable Securities filing such registration statement with the SEC, designated by the Company as an Automatic Shelf Registration Statement), if the Company is then eligible for such short-form, or any similar or successor short-form registration (“Short-Form Registrations”) or, if the Company is not then eligible for such short form registration, on Form S-1 or any similar or successor long-form registration (“Long-Form Registrations”) (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”). Such , as soon as reasonably practicable after delivery of such Demand Requests Notice, but, in any event, the Company shall specify be required to make the amount initial filing of the Registration Statement in connection with such Demand Registration within 75 days, in the case of a Long-Form Registration, or 21 days, in the case of a Short-Form Registration, following receipt of such Demand Notice; provided, however, that a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered and by such Shareholders is reasonably expected to result in aggregate gross cash proceeds in excess of $50,000,000 (without regard to any underwriting discount or commission). Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(a), the intended method or methods of disposition. Newmark shall, subject to the provisions of this Article II and to the Holders’ compliance with their obligations under the provisions of this Agreement, Company shall use its reasonable best efforts to file with the SEC a Registration Statement registering all Registrable Securities included in such Demand Request, for disposition in accordance with the intended method or methods set forth therein; provided that if the managing underwriter(s) for a such Demand Registration in which Registrable Securities are proposed to be included pursuant to this Article II that involves an underwritten offering shall advise Newmark that, in its reasonable opinion, the number of Registrable Securities to be sold is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of Newmark Notice as promptly as practicable and the Holders), then Newmark will be entitled to reduce the number of Registrable Securities included in such registration to the number that, in the opinion of the managing underwriter(s), can be sold without having the adverse effect referred to above; provided, further, that in the event of such a reduction in the number of Registrable Securities included in such registration, the number of Registrable Securities registered shall be allocated in the following priority: first, pro rata among the Holders participating in the Demand Registration, based on the number of Registrable Securities included by such Holder in the Demand Request; second, shares of Newmark Class A Common Stock proposed to be registered for offer and sale by Newmark; and third, shares of Newmark Class A Common Stock proposed to be registered pursuant to any piggy-back registration rights of security holders of Newmark other than any Holder. Newmark shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as soon promptly as practicable after the filing thereof. Notwithstanding anything to the contrary in this Agreement, no later than the first Mandatory Conversion Date (as defined in the Certificates of Designations), the Company shall register pursuant to Rule 415 under the Securities Act and cause to remain be then effective until an Automatic Shelf Registration Statement or, if the earlier Company is not then eligible to use an Automatic Shelf Registration Statement, another Short-Form Registration, registering the offer, sale and distribution by the Shareholders of (i) 90 days following the date on which it was declared effective and (ii) the date on which all of the Registrable Securities covered thereby are disposed to be received by the Shareholders as a result of the conversion of such Shareholder’s Convertible Preferred Stock on such Mandatory Conversion Date and all other Registrable Securities (including all shares issuable upon the conversion of all Convertible Preferred Stock, assuming for the purposes of this sentence that the Requisite Stockholder Approval, as defined in the Investment Agreement, has been obtained) not previously so registered pursuant to a then effective registration statement; provided, however, that if the Company is not then eligible to use an Automatic Shelf Registration Statement or another Short-Form Registration, the Company may comply with the foregoing through a Long-Form Registration that is available for the immediate offer, sale and distribution by the Shareholders of all such Registrable Securities. No Demand Registration shall be deemed to have occurred for purposes of this Section 3, and any Demand Notice delivered in connection therewith shall not count as a Demand Notice for purposes of Section 3(e), if (x) the Registration Statement relating thereto (and covering not less than all Registrable Securities specified in the applicable Demand Notice for sale in accordance with the intended method or methods of distribution specified in such Demand Notice) (i) does not become effective, or (ii) is not maintained effective for the period required pursuant to this Section 3 or (y) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period. All requests made pursuant to this Section 3 will specify the number of Registrable Securities to be registered and the intended methods of disposition stated thereinthereof. Except as otherwise agreed by all Shareholders with Registrable Securities subject to a Demand Registration, the Company shall use its reasonable best efforts to maintain the continuous effectiveness of the Registration Statement with respect to any Demand Registration until such securities cease to be Registrable Securities or such shorter period upon which all Shareholders with Registrable Securities included in such Registration Statement have notified the Company that such Registrable Securities have actually been sold. Within six business days after receipt by the Company of a Demand Notice pursuant to this Section 3(a), the Company shall deliver a written notice of any such Demand Notice to all other holders of Registrable Securities, and the Company shall, subject to the provisions of Section 3(b), include in such Demand Registration all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 business days after the date that such notice has been delivered; provided that such holders must agree to the method of distribution proposed by the Shareholders who delivered the Demand Notice and, in connection with any underwritten registration, such holders (together with the Company and the other holders including securities in such underwritten registration) must enter into an underwriting agreement in the form reasonably approved by the Shareholders holding the majority of the Registrable Securities. All requests made pursuant to the preceding sentence shall specify the aggregate amount of Registrable Securities to be registered and the intended method of distribution of such securities.

Requests for Registration. Subject At any time after an Initial Public Offering, each Qualified Holder Group shall have the right by delivering a written notice to the Company (the "Demand Notice") to require the Company to register, pursuant to the terms of this Agreement under and in accordance with the provisions of the Securities Act, the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement (a "Demand Registration"); provided, however that a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered by such Qualified Holder Group is reasonably expected to result in aggregate gross cash proceeds in excess of $20,000,000. Following receipt of a Demand Notice for a Demand Registration, the Company shall use its reasonable best efforts to file a Registration Statement as promptly as practicable, but not later than 30 days, after such Demand Notice, and shall use its best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. The Management Qualified Holders shall be entitled collectively to a maximum of two Demand Registrations and the Snyder Qualified Holders shall be entitled collectively to a maximum ox xxxxe Demand Registrations. Notwithstanding any other provisions of this Section 3, in no event shall more than one Demand Registration occur during any six-month period (measured from the effective date of the Registration Statement to the date of the next Demand Notice) or within 120 days after the effective date of a Registration Statement filed by the Company; provided that no Demand Registration may be prohibited for such 120-day period more often than once in a 12-month period. No Demand Registration shall be deemed to have occurred for purposes of this Section 3(a) if the Registration Statement relating thereto does not become effective or is not maintained effective for the period required pursuant to this Section 3(a), in which case the Demanding Qualified Holder Group shall be entitled to an additional Demand Registration in lieu thereof. Within ten (10) days after receipt by the Company of a Demand Notice, the Company shall give written notice (the "Notice") of such Demand Notice to all holders of Registrable Securities and shall, subject to the provisions of this Article IISection 3(b) hereof, any Holder or group of Holders may at any time make a written request (a “Demand Request”) for include in such registration under the Securities Act of all Registrable Securities with respect to which the Company received written requests for inclusion therein within ten (a “Demand Registration”)10) days after such Notice is given by the Company to such holders. Such Demand Requests shall All requests made pursuant to this Section 3 will specify the amount of Registrable Securities to be registered and the intended method or methods of dispositiondisposition thereof. Newmark shall, subject The Company shall be required to maintain the provisions effectiveness of this Article II and to the Holders’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file with the SEC a Registration Statement registering with respect to any Demand Registration for a period of at least 180 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Demand RequestRegistration Statement have actually been sold; provided, for disposition in accordance with the intended method or methods set forth therein; provided however, that if the managing underwriter(s) such period shall be extended for a Demand Registration in which Registrable Securities are proposed period of time equal to be included pursuant to this Article II that involves an underwritten offering shall advise Newmark that, in its reasonable opinion, the number period the holders of Registrable Securities to be sold is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of Newmark and the Holders), then Newmark will be entitled to reduce the number of Registrable Securities refrain from selling any securities included in such registration to at the number that, in the opinion request of an underwriter of the managing underwriter(s), can be sold without having Company or the adverse effect referred to above; provided, further, that in the event of such a reduction in the number of Registrable Securities included in such registration, the number of Registrable Securities registered shall be allocated in the following priority: first, pro rata among the Holders participating in the Demand Registration, based on the number of Registrable Securities included by such Holder in the Demand Request; second, shares of Newmark Class A Common Stock proposed to be registered for offer and sale by Newmark; and third, shares of Newmark Class A Common Stock proposed to be registered Company pursuant to any piggy-back registration rights of security holders of Newmark other than any Holder. Newmark shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after filing and to remain effective until the earlier of (i) 90 days following the date on which it was declared effective and (ii) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated thereinthis Agreement.

Requests for Registration. Subject to the provisions of this Article IIlimits set forth below, any Holder or group of Holders may at any time make after the one hundred eightieth (180th) day after the IPO (or such shorter period of time as may be permitted by the managing underwriters of such IPO), PESC Company shall have the right, by delivering a written request notice to the Corporation (a “Demand RequestNotice”) for registration under to require the Corporation to register, pursuant to the terms herein and in accordance with the provisions of the Securities Act Act, the number of Registrable Securities requested to be so registered pursuant to the terms herein (a “Demand Registration”). Such Within ten (10) days after receipt by the Corporation of a Demand Requests Notice, the Corporation shall specify give written notice (the amount “Notice”) of Registrable Securities such Demand Notice to be registered all other Holders and the intended method or methods of disposition. Newmark shall, subject to the provisions of this Article II Section 2(b) hereof, include in such registration all Registrable Securities with respect to which the Corporation received written requests for inclusion therein within twenty (20) days after such Notice is given by the Corporation to such Holders. A Demand Notice shall only be binding on the Corporation if the sale of all Registrable Securities requested to be registered (pursuant to such Demand Notice and in response to the Holders’ compliance with their obligations under Notice) is reasonably expected to result in aggregate gross proceeds in excess of Fifty Million Dollars ($50,000,000). Following receipt of a Demand Notice for a Demand Registration, the provisions of this Agreement, Corporation shall use its reasonable best efforts to file with the SEC a Registration Statement registering covering all Registrable Securities included in such Demand Request, for disposition in accordance with the intended method or methods set forth therein; provided that if the managing underwriter(s) for a Demand Registration in which Registrable Securities are proposed requested to be included pursuant to this Article II that involves an underwritten offering shall advise Newmark that, in its reasonable opinion, the number of Registrable Securities to be sold is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of Newmark and the Holders), then Newmark will be entitled to reduce the number of Registrable Securities included in such registration by the Holders (subject to the number thatlimitations set forth in this Agreement) as promptly as practicable, in the opinion of the managing underwriter(s)but not later than sixty (60) days after such Demand Notice, can be sold without having the adverse effect referred to above; provided, further, that in the event of such a reduction in the number of Registrable Securities included in such registration, the number of Registrable Securities registered shall be allocated in the following priority: first, pro rata among the Holders participating in the Demand Registration, based on the number of Registrable Securities included by such Holder in the Demand Request; second, shares of Newmark Class A Common Stock proposed to be registered for offer and sale by Newmark; and third, shares of Newmark Class A Common Stock proposed to be registered pursuant to any piggy-back registration rights of security holders of Newmark other than any Holder. Newmark shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as soon promptly as practicable after the filing and thereof. Notwithstanding the foregoing, PESC Company shall be entitled to remain six (6) Demand Registrations; provided, however, that there shall be no limit to the number of Demand Registrations by PESC Company that constitute “shelf” registrations as contemplated by the next succeeding sentence. If the Corporation is eligible to use Form S-3 (or comparable form) for the registration under the Securities Act of any of its securities, PESC Company shall be entitled to request that any Demand Registration (which shall include, for purposes of “shelf” registrations, demands for underwritten offerings pursuant to the applicable shelf registration statement, and, notwithstanding the threshold set forth in the first paragraph of this Section 2(a), the amount of gross proceeds reasonably expected to result from such Demand Registration shall be in excess of One Million Dollars ($1,000,000)) for which it is delivering a Demand Notice be a “shelf” registration pursuant to Rule 415 under the Securities Act. Notwithstanding any other provisions of this Section 2, in no event shall more than one Demand Registration occur within any six-month period from the effective until date of any Registration Statement filed pursuant to a prior Demand Notice or within 120 days after the earlier effective date of any other Registration Statement filed by the Corporation; provided, however, that no Demand Registration may be prohibited for such 120-day period more often than once in a 12-month period. No Demand Registration shall be deemed to have occurred for purposes of this Section 2 if the Registration Statement relating thereto (i) 90 does not become effective, (ii) is not maintained effective for the period required pursuant to this Section 2(a) or (iii) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction or similar order or requirement of the SEC during such period. In the case of each of clauses (i), (ii) and (iii), PESC Company shall be entitled to an additional Demand Registration. All requests made pursuant to this Section 2 will specify the amount of Registrable Securities to be registered and the intended methods of disposition thereof. The Corporation shall be required to maintain the effectiveness of the Registration Statement (except in the case of a requested “shelf” registration) with respect to any Demand Registration for a period of at least 180 days following after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the Holder refrains from selling any securities included in such registration at the request of (x) an underwriter or (y) the Corporation pursuant to the provisions herein. The Corporation shall be required to maintain the effectiveness of a shelf Registration Statement with respect to any Demand Registration at all times after the effective date thereof until all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that any Holder of Registrable Securities that have been included in a shelf Registration Statement may request that such Registrable Securities be removed from such Registration Statement, in which event the Corporation shall promptly either withdraw such Registration Statement or file a post-effective amendment to such Registration Statement removing such Registrable Securities. Notwithstanding anything contained herein to the contrary, the Corporation hereby agrees that (i) each Demand Registration that is a “shelf” registration pursuant to Rule 415 under the Securities Act shall contain all language (including on which it was declared effective the Prospectus cover sheet, the principal stockholders’ table and the plan of distribution) as may be reasonably requested by PESC Company to allow for a distribution to, and resale by, the direct and indirect partners, members or stockholders of PESC Company (a “Partner Distribution”) and (ii) the date on which all Corporation shall, at the reasonable request of PESC Company if seeking to effect a Partner Distribution, file any Prospectus supplement or post-effective amendments and otherwise take any action reasonably necessary to include such language, if such language was not included in the Registrable Securities covered thereby are disposed of in accordance with the method initial Registration Statement, or methods of disposition stated thereinrevise such language if deemed reasonably necessary by PESC Company to effect such Partner Distribution.

Requests for Registration. Subject At any time after an Initial Public Offering, each Qualified Holder Group shall have the right by delivering a written notice to the Company (the "Demand Notice") to require the Company to register, pursuant to the terms of this Agreement under and in accordance with the provisions of the Securities Act, the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement (a "Demand Registration"); provided, however that a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered by such Qualified Holder Group is reasonably expected to result in aggregate gross cash proceeds in excess of $20,000,000. Following receipt of a Demand Notice for a Demand Registration, the Company shall use its reasonable best efforts to file a Registration Statement as promptly as practicable, but not later than 30 days, after such Demand Notice, and shall use its best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. The Management Qualified Holders shall be entitled collectively to a maximum of two Demand Registrations and the Xxxxxx Qualified Holders shall be entitled collectively to a maximum of three Demand Registrations. Notwithstanding any other provisions of this Section 3, in no event shall more than one Demand Registration occur during any six-month period (measured from the effective date of the Registration Statement to the date of the next Demand Notice) or within 120 days after the effective date of a Registration Statement filed by the Company; provided that no Demand Registration may be prohibited for such 120-day period more often than once in a 12-month period. No Demand Registration shall be deemed to have occurred for purposes of this Section 3(a) if the Registration Statement relating thereto does not become effective or is not maintained effective for the period required pursuant to this Section 3(a), in which case the Demanding Qualified Holder Group shall be entitled to an additional Demand Registration in lieu thereof. Within ten (10) days after receipt by the Company of a Demand Notice, the Company shall give written notice (the "Notice") of such Demand Notice to all holders of Registrable Securities and shall, subject to the provisions of this Article IISection 3(b) hereof, any Holder or group of Holders may at any time make a written request (a “Demand Request”) for include in such registration under the Securities Act of all Registrable Securities with respect to which the Company received written requests for inclusion therein within ten (a “Demand Registration”)10) days after such Notice is given by the Company to such holders. Such Demand Requests shall All requests made pursuant to this Section 3 will specify the amount of Registrable Securities to be registered and the intended method or methods of dispositiondisposition thereof. Newmark shall, subject The Company shall be required to maintain the provisions effectiveness of this Article II and to the Holders’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file with the SEC a Registration Statement registering with respect to any Demand Registration for a period of at least 180 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Demand RequestRegistration Statement have actually been sold; provided, for disposition in accordance with the intended method or methods set forth therein; provided however, that if the managing underwriter(s) such period shall be extended for a Demand Registration in which Registrable Securities are proposed period of time equal to be included pursuant to this Article II that involves an underwritten offering shall advise Newmark that, in its reasonable opinion, the number period the holders of Registrable Securities to be sold is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of Newmark and the Holders), then Newmark will be entitled to reduce the number of Registrable Securities refrain from selling any securities included in such registration to at the number that, in the opinion request of an underwriter of the managing underwriter(s), can be sold without having Company or the adverse effect referred to above; provided, further, that in the event of such a reduction in the number of Registrable Securities included in such registration, the number of Registrable Securities registered shall be allocated in the following priority: first, pro rata among the Holders participating in the Demand Registration, based on the number of Registrable Securities included by such Holder in the Demand Request; second, shares of Newmark Class A Common Stock proposed to be registered for offer and sale by Newmark; and third, shares of Newmark Class A Common Stock proposed to be registered Company pursuant to any piggy-back registration rights of security holders of Newmark other than any Holder. Newmark shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after filing and to remain effective until the earlier of (i) 90 days following the date on which it was declared effective and (ii) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated thereinthis Agreement.

Requests for Registration. Subject At any time after the first to occur of an Initial Public Offering and August 10, 2010, the Initiating Holders shall have the right by delivering a written notice to the Company (the "Demand Notice") to require the Company to register, pursuant to the terms of this Agreement under and in accordance with the provisions of this Article II, any Holder or group of Holders may at any time make a written request (a “Demand Request”) for registration under the Securities Act Act, the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement (a “"Demand Registration”"). Such ; provided, however, that a Demand Requests shall specify Notice (other than with respect to a Demand Registration that constitutes a "shelf" registration) may only be made if the amount sale of the Registrable Securities requested to be registered and by such Initiating Holders is reasonably expected to result in aggregate gross cash proceeds in excess of $50,000,000. Following receipt of a Demand Notice for a Demand Registration, the intended method or methods of disposition. Newmark shall, subject to the provisions of this Article II and to the Holders’ compliance with their obligations under the provisions of this Agreement, Company shall use its reasonable best efforts to file with the SEC a Registration Statement registering all Registrable Securities included in such Demand Requestas promptly as practicable, for disposition in accordance with the intended method but not later than thirty (30) days (or methods set forth therein; provided that sixty (60) days if the managing underwriter(s) for a Demand Registration in which Registrable Securities audited financial statements are proposed required to be included pursuant to this Article II that involves an underwritten offering shall advise Newmark that, in its reasonable opinion, the number of Registrable Securities to be sold is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of Newmark and the Holdersbut are not available), then Newmark will be entitled to reduce the number of Registrable Securities included in after such registration to the number thatDemand Notice, in the opinion of the managing underwriter(s), can be sold without having the adverse effect referred to above; provided, further, that in the event of such a reduction in the number of Registrable Securities included in such registration, the number of Registrable Securities registered shall be allocated in the following priority: first, pro rata among the Holders participating in the Demand Registration, based on the number of Registrable Securities included by such Holder in the Demand Request; second, shares of Newmark Class A Common Stock proposed to be registered for offer and sale by Newmark; and third, shares of Newmark Class A Common Stock proposed to be registered pursuant to any piggy-back registration rights of security holders of Newmark other than any Holder. Newmark shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as soon promptly as practicable after the filing thereof. The Initiating Holders shall be entitled to a maximum of two (2) Demand Registrations; provided, however, that the Initiating Holders shall be entitled to four additional Demand Registrations that constitute "shelf" registrations as contemplated by the next succeeding sentence. After such time as the Company shall become eligible to use Form S-3 (or comparable form) for the registration under the Securities Act of any of its securities, the Initiating Holders shall be entitled to request that such Demand Registration be a "shelf" registration pursuant to Rule 415 under the Securities Act. Notwithstanding any other provisions of this Section 3, in no event shall more than one (1) Demand Registration occur during any six (6)-month period (measured from the effective date of the Registration Statement to the date of the next Demand Notice) or within one hundred eighty (180) days (with respect to the Initial Public Offering) or ninety (90) days (with respect to any underwritten public offering other than the Initial Public Offering) after the date of a final Prospectus filed by the Company; provided, that no Demand Registration may be prohibited for such one hundred eighty (180)-day or ninety (90)-day period, as the case may be, more often than once in a twelve (12)-month period. No Demand Registration shall be deemed to have occurred for purposes of this Section 3(a) if the Registration Statement relating thereto does not become effective or is not maintained effective for the period required pursuant to this Section 3(a), in which case such requesting holder of Registrable Securities shall be entitled to an additional Demand Registration in lieu thereof. Within ten (10) days after receipt by the Company of a Demand Notice, the Company shall give written notice (the "Notice") of such Demand Notice to all other holders of Registrable Securities and shall, subject to remain the provisions of Section 3(b) hereof, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within ten (10) days after such Notice is given by the Company to such holders. All requests made pursuant to this Section 3 will specify the number of Registrable Securities to be registered and the intended methods of disposition thereof. The Company shall be required to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least one hundred eighty (180) days (or two (2) years if a "shelf registration" is requested) after the effective until date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the earlier period the holder of Registrable Securities refrains from selling any securities included in such registration at the request of an underwriter of the Company or the Company pursuant to this Agreement; and provided, further, however, that any Member owning Registrable Securities that have been included on a shelf Registration Statement may request that such Registrable Securities be removed from such Registration Statement, in which event the Company shall promptly either withdraw such Registration Statement or file a post-effective amendment to such Registration Statement removing such Registrable Securities. Notwithstanding anything contained herein to the contrary, the Company hereby agrees that (i) 90 days following any Demand Registration that is a "shelf" registration pursuant to Rule 415 under the date Securities Act shall contain all language (including, without limitation, on which it was declared effective the Prospectus cover sheet, the principal unitholders' chart and the plan of distribution) as may be reasonably requested by a holder of Registrable Securities to allow for a distribution to, and resale by, the direct and indirect partners, members or stockholders of a holder of Registrable Securities (a "Partner Distribution") and (ii) the date on which all Company shall, at the request of the any holder of Registrable Securities covered thereby are disposed of seeking to effect a Partner Distribution, file any Prospectus supplement or post-effective amendments and to otherwise take any action necessary to include such language, if such language was not included in accordance with the method initial Registration Statement, or methods of disposition stated thereinrevise such language if deemed reasonably necessary by such holder to effect such Partner Distribution.

Requests for Registration. Subject to the following paragraphs of this Section 2(a), the Investor shall have the right, by delivering or causing to be delivered a written notice to the Company, to require the Company to register pursuant to the terms of this Annex F, under and in accordance with the provisions of the Securities Act or the Securities Market Law, the offer, sale and distribution of a number of Registrable Securities equal to at least two percent (2%) of the Common Stock outstanding as of the date of relevant Demand Notice pursuant to the terms of this Article IIAgreement (any such written notice, any Holder or group of Holders may at any time make a written request (a “Demand Request”) for registration under the Securities Act of Registrable Securities (Notice” and any such registration, a “Demand Registration”). Such Following receipt of a Demand Requests Notice for a Demand Registration in accordance with this Section 2(a), the Company shall use its reasonable best efforts to file a Registration Statement in accordance with such Demand Notice as soon as reasonably practicable after delivery of such Demand Notice. No Demand Registration shall be deemed to have occurred for purposes of this Section 2(a), and any Demand Notice delivered in connection therewith shall not count as a Demand Notice for purposes of Section 2(d), if (i) the Registration Statement relating thereto (A) does not become effective or (B) is not maintained effective for the period required pursuant to this Section 2 or (ii) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction or similar order or requirement of the SEC or similar order by the SVS during such period or (iii) the conditions to closing specified in any underwriting agreement, purchase agreement, or similar agreement entered into in connection with the registration relating to such request are not satisfied or waived, in each of the foregoing cases other than as a result of the Investor’s action. All requests made pursuant to this Section 2 will specify the amount number of Registrable Securities to be registered and the intended method or methods method(s) of dispositiondisposition thereof. Newmark shallExcept as otherwise agreed by Investor, subject to the provisions Company shall maintain the continuous effectiveness of this Article II and to the Holders’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file with the SEC a Registration Statement registering all with respect to any Demand Registration until such securities cease to be Registrable Securities included or such shorter period, as confirmed in writing by the Investor upon request by the Company, ending when such Demand Request, for disposition in accordance with the intended method or methods set forth therein; provided that if the managing underwriter(s) for a Demand Registration in which Registrable Securities are proposed to be included pursuant to this Article II that involves an underwritten offering shall advise Newmark that, in its reasonable opinion, the number of Registrable Securities to be sold is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of Newmark and the Holders), then Newmark will be entitled to reduce the number of Registrable Securities included in such registration to the number that, in the opinion of the managing underwriter(s), can be sold without having the adverse effect referred to above; provided, further, that in the event of such a reduction in the number of Registrable Securities included in such registration, the number of Registrable Securities registered shall be allocated in the following priority: first, pro rata among the Holders participating in the Demand Registration, based on the number of Registrable Securities included by such Holder in the Demand Request; second, shares of Newmark Class A Common Stock proposed to be registered for offer and sale by Newmark; and third, shares of Newmark Class A Common Stock proposed to be registered pursuant to any piggy-back registration rights of security holders of Newmark other than any Holder. Newmark shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after filing and to remain effective until the earlier of (i) 90 days following the date on which it was declared effective and (ii) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated thereinhave actually been sold.

Requests for Registration. Subject to the provisions following paragraphs of this Article IISection 3, any Holder each Sponsor shall have the right, by delivering or group of Holders may at any time make causing to be delivered a written request notice to the Company (a “Demand RequestNotice”) for registration from time to time, to require the Company to register pursuant to the terms of this Agreement, under and in accordance with the provisions of the Securities Act, the offer and sale of the number of Registrable Securities requested to be so registered on Form S-3 (which, unless the applicable Sponsor requests otherwise, shall be filed pursuant to Rule 415 under the Securities Act of Registrable Securities Act), if the Company is then eligible for such short-form or any similar or successor short-form registration (“Short-Form Registration”) or, if the Company is not then eligible for Short-Form Registration, on Form S-1 or any similar or successor long-form registration (“Long-Form Registration”) (any such registration, a “Demand Registration”); provided that (x) Brookfield shall be entitled to an unlimited number of Demand Registrations and (y) CDPQ shall be entitled to three (3) Demand Registrations; provided further, however, that unless a Sponsor requests to have registered all of its Registrable Securities, a Demand Notice for a Marketed Underwritten Offering may only be made if the sale of the Registrable Securities requested to be registered by such Sponsor is reasonably expected to result in aggregate gross cash proceeds in excess of $75,000,000 (without regard to any underwriting discount or commission). Such Following receipt of a Demand Requests Notice for a Demand Registration in accordance with this Section 3(a), the Company shall use its reasonable best efforts to (x) file with the SEC a Registration Statement in accordance with such Demand Notice and the provisions of this Agreement as promptly as reasonably practicable and, in any event, within thirty (30) days following receipt of such Demand Notice and (y) cause such Registration Statement to become effective as promptly as practicable thereafter; provided, however, that if a Demand Notice is delivered prior to the expiration of the IPO Lock-up Period and the IPO Lock-Up Period has not been waived by the Underwriters of the IPO, the Company shall not be obligated to file (but shall be obligated to prepare) such Registration Statement prior to the expiration of the IPO Lock-up Period. With respect to any Underwritten Offering to be conducted pursuant to any Demand Registration, the Initiating Sponsor shall select the underwriter(s) for such offering, subject to the approval of such underwriter(s) by the board of directors of the Company (the “Board”). The Company shall use its reasonable best efforts to keep any Registration Statement with respect to any Demand Registration filed pursuant to this Section 3(a) continuously effective under the Securities Act until the earlier to occur of (x) 180 days after the effective date thereof and (y) consummation of the distribution by the Holders of Registrable Securities included in such Registration Statement. No Demand Registration shall be deemed to have occurred for purposes of this Section 3, if (x) the Registration Statement relating thereto (and covering all Registrable Securities specified in the applicable Demand Notice for sale in accordance with the intended method or methods of distribution specified in such Demand Notice, subject to any cut-back pursuant to Section 3(c)) (i) does not become effective, or (ii) is not maintained continuously effective for the period required pursuant to this Section 3, (y) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period or (z) the conditions to closing specified in any underwriting agreement, purchase agreement, or similar agreement entered into in connection with the registration relating to such request are not satisfied other than as a result of the Initiating Sponsor’s actions. All requests made pursuant to this Section 3 shall: (i) state that it is a notice to initiate a Demand Registration under this Agreement; and (ii) specify the amount number of Registrable Securities to be registered and the intended method or methods of disposition. Newmark shall, subject to the provisions of this Article II and to the Holders’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file with the SEC a Registration Statement registering all Registrable Securities included in such Demand Request, for disposition in accordance with the intended method or methods set forth therein; provided that if the managing underwriter(smethod(s) for a Demand Registration in which Registrable Securities are proposed to be included pursuant to this Article II that involves an underwritten offering shall advise Newmark that, in its reasonable opinion, the number of Registrable Securities to be sold is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of Newmark and the Holders), then Newmark will be entitled to reduce the number of Registrable Securities included in such registration to the number that, in the opinion of the managing underwriter(s), can be sold without having the adverse effect referred to above; provided, further, that in the event of such a reduction in the number of Registrable Securities included in such registration, the number of Registrable Securities registered shall be allocated in the following priority: first, pro rata among the Holders participating in the Demand Registration, based on the number of Registrable Securities included by such Holder in the Demand Request; second, shares of Newmark Class A Common Stock proposed to be registered for offer and sale by Newmark; and third, shares of Newmark Class A Common Stock proposed to be registered pursuant to any piggy-back registration rights of security holders of Newmark other than any Holder. Newmark shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after filing and to remain effective until the earlier of (i) 90 days following the date on which it was declared effective and (ii) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated thereinthereof.

Requests for Registration. Subject to the following paragraphs of this Section 3(a), (i) a Qualified Holder shall have the right, by delivering or causing to be delivered a written notice to the Corporation, to require the Corporation to register, pursuant to the terms of this Agreement, under and in accordance with the provisions of this Article IIthe Securities Act, any the sale of a number of shares of Common Stock specified by such Qualified Holders to be so issued and sold in the Initial Public Offering and (ii) following the Initial Public Offering, a Qualified Holder shall have the right, by delivering, directly or group of Holders may at any time make indirectly, a written request notice to the Corporation, to require the Corporation to register, pursuant to the terms of this Agreement, under and in accordance with the provisions of the Securities Act, the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement (any such written notice, a “Demand Request”) for registration under the Securities Act of Registrable Securities (Notice” and any such registration, a “Demand Registration”). Such ; provided, however, that a Demand Requests shall specify Notice may only be made if the amount sale of the Registrable Securities requested to be registered and by such Qualified Holder is reasonably expected to result in aggregate gross cash proceeds in excess of $100,000,000 (without regard to any underwriting discount or commission); provided, further that, unless the intended method or methods KKR Investors shall otherwise consent, the Corporation shall not be obligated to file a registration statement relating to any registration request under this Section 3(a) within a period of disposition180 days after the effective date of any other registration statement relating to any registration request under this Section 3(a) (except if the underwriters shall require a longer period, but in any event no more than 270 days). Newmark shallFollowing receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(a), subject to the provisions of this Article II and to the Holders’ compliance with their obligations under the provisions of this Agreement, Corporation shall use its reasonable best efforts to file with the SEC a Registration Statement registering all Registrable Securities included in such Demand Request, for disposition in accordance with the intended method or methods set forth therein; provided that if the managing underwriter(s) for a Demand Registration in which Registrable Securities are proposed to be included pursuant to this Article II that involves an underwritten offering shall advise Newmark that, in its reasonable opinion, the number of Registrable Securities to be sold is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of Newmark as promptly as practicable and the Holders), then Newmark will be entitled to reduce the number of Registrable Securities included in such registration to the number that, in the opinion of the managing underwriter(s), can be sold without having the adverse effect referred to above; provided, further, that in the event of such a reduction in the number of Registrable Securities included in such registration, the number of Registrable Securities registered shall be allocated in the following priority: first, pro rata among the Holders participating in the Demand Registration, based on the number of Registrable Securities included by such Holder in the Demand Request; second, shares of Newmark Class A Common Stock proposed to be registered for offer and sale by Newmark; and third, shares of Newmark Class A Common Stock proposed to be registered pursuant to any piggy-back registration rights of security holders of Newmark other than any Holder. Newmark shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as soon promptly as practicable after the filing and thereof. No Demand Registration shall be deemed to remain effective until have occurred for purposes of this Section 3 if the earlier of Registration Statement relating thereto (i) 90 days following the date on which it was declared effective and does not become effective, (ii) is not maintained effective for the date on which all period required pursuant to this Section 3, or (iii) the offering of the Registrable Securities covered thereby are disposed pursuant to such Registration Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period, in which case, such requesting holder of Registrable Securities shall be entitled to an additional Demand Registration in lieu thereof. Within 10 days after receipt by the Corporation of a Demand Notice in accordance with this Section 3(a), the method Corporation shall give written notice (the “Notice”) of such Demand Notice to all other holders of Registrable Securities and shall, subject to the provisions of Section 3(b) hereof, include in such registration all Registrable Securities with respect to which the Corporation received written requests for inclusion therein within 15 days after such Notice is given by the Corporation to such holders. Notwithstanding anything to the contrary in this Agreement, unless otherwise consented to by the KKR Investors, in connection with a Demand Notice for an Initial Public Offering, the Corporation shall only be required to deliver any Notice or Piggyback Notice and include Registrable Securities of such other holders in such registration as provided in clause (i) of the second paragraph of Section 4(a). All requests made pursuant to this Section 3 will specify the number of Registrable Securities to be registered and/or, in the case of an Initial Public Offering, the number of shares of Common Stock to be issued, and the intended methods of disposition stated thereinthereof. The Corporation shall be required to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least 180 days after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the holder of Registrable Securities refrains from selling any securities included in such Registration Statement at the request of the Corporation or an underwriter of the Corporation pursuant to the provisions of this Agreement.

Requests for Registration. Subject to the provisions of Section 2.3(d)(17) and this Article IIV, any Holder or group (i) subject to compliance with Section 4.4, the holders of a majority of Vestar Securities that constitute Registrable Securities shall have the right (the “Vestar Demand Right”), (ii) from and after the third anniversary of the date of this Agreement, the Majority Preferred Stockholders shall have the right (the “Preferred Demand Right”), and (iii) subject to compliance with Section 4.4, the Executive Holders may at any time make holding a written request majority of such holders’ Employee Securities that constitute Registrable Securities shall have the right (a the “Employee Demand Right” and, together with the Vestar Demand Right, and the Preferred Demand Right, the “Demand RequestRegistration Rights”) for ), in each case, to request registration under the Securities Act of all or any portion of their Registrable Securities by Holdings on Form S-1 or any similar long-form registration (a “Long- Form Demand Registration”) or on Form S-3 or any similar short-form registration (“Short-Form Demand Registration”). Such Demand Requests shall specify the amount of Registrable Securities , if such registration is available to be registered and the intended method or methods of disposition. Newmark shallHoldings, subject by delivering a written notice to the provisions principal business office of this Article II Holdings, which notice identifies the Requesting Holders and to the Holders’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file with the SEC a Registration Statement registering all Registrable Securities included in such Demand Request, for disposition in accordance with the intended method or methods set forth therein; provided that if the managing underwriter(s) for a Demand Registration in which Registrable Securities are proposed to be included pursuant to this Article II that involves an underwritten offering shall advise Newmark that, in its reasonable opinion, specifies the number of Registrable Securities to be sold is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of Newmark and the Holders), then Newmark will be entitled to reduce the number of Registrable Securities included in such registration (the “Registration Request”). Subject to the number that, restrictions set forth in the opinion of the managing underwriter(sSection 5.1(d), can be sold without having the adverse effect referred to above; provided, further, that in the event Holdings shall give prompt written notice of such a reduction in Registration Request (the number “Registration Notice”) to all other holders of Registrable Securities included in such registration, the number of Registrable Securities registered shall be allocated in the following priority: first, pro rata among the Holders participating in the Demand Registration, based on the number of Registrable Securities included by such Holder in the Demand Request; second, shares of Newmark Class A Common Stock proposed to be registered for offer and sale by Newmark; and third, shares of Newmark Class A Common Stock proposed to be registered pursuant to any piggy-back registration rights of security holders of Newmark other than any Holder. Newmark shall will thereupon use its reasonable best efforts to cause such Registration Statement effect the registration (a “Demand Registration”) under the Securities Act on any form available to be declared effective as soon as practicable after filing and to remain effective until the earlier of (i) 90 days following the date on which it was declared effective and (ii) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated therein.Holdings of:

Requests for Registration. Subject to the provisions following paragraph of this Article IISection 3(a), any Holder or group of the Requisite Holders may at any time make shall have the right by delivering a written request notice to the Corporation (a “Demand RequestNotice”) for registration to require the Corporation to register, pursuant to the terms of this Agreement under and in accordance with the provisions of the Securities Act Act, the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement (a “Demand Registration”). Such ; provided, however, that a Demand Requests shall specify Notice may only be made if the amount sale of the Registrable Securities requested to be registered and by the intended method or methods Requisite Holders delivering such Demand Notice is reasonably expected to result in aggregate gross cash proceeds in excess of disposition$50,000,000. Newmark shallFollowing receipt of a Demand Notice for a Demand Registration, subject to the provisions of this Article II and to the Holders’ compliance with their obligations under the provisions of this Agreement, Corporation shall use its reasonable best efforts to file with the SEC a Registration Statement registering all Registrable Securities included in as promptly as practicable, but not later than 30 days after such Demand RequestNotice, for disposition in accordance with the intended method or methods set forth therein; provided that if the managing underwriter(s) for a Demand Registration in which Registrable Securities are proposed to be included pursuant to this Article II that involves an underwritten offering shall advise Newmark that, in its reasonable opinion, the number of Registrable Securities to be sold is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of Newmark and the Holders), then Newmark will be entitled to reduce the number of Registrable Securities included in such registration to the number that, in the opinion of the managing underwriter(s), can be sold without having the adverse effect referred to above; provided, further, that in the event of such a reduction in the number of Registrable Securities included in such registration, the number of Registrable Securities registered shall be allocated in the following priority: first, pro rata among the Holders participating in the Demand Registration, based on the number of Registrable Securities included by such Holder in the Demand Request; second, shares of Newmark Class A Common Stock proposed to be registered for offer and sale by Newmark; and third, shares of Newmark Class A Common Stock proposed to be registered pursuant to any piggy-back registration rights of security holders of Newmark other than any Holder. Newmark shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as soon promptly as practicable after the filing and thereof. The Requisite Holders shall be entitled to remain effective until unlimited Demand Registrations. No Demand Registration shall be deemed to have occurred for purposes of this Section 3 if the earlier of Registration Statement relating thereto (i) 90 days following the date on which it was declared effective and does not become effective, (ii) is not maintained effective for the date on which all period required pursuant to this Section 3, or (iii) the offering of the Registrable Securities covered thereby are disposed pursuant to such Registration Statement is subject to a stop order, injunction or similar order or requirement of the SEC during such period in accordance which case such requesting holder of Registrable Securities shall be entitled to an additional Demand Registration, as the case may be, in lieu thereof. Within 10 days after receipt by the Corporation of a Demand Notice, the Corporation shall give written notice (the “Notice”) of such Demand Notice to all other holders of Registrable Securities and shall, subject to the provisions of Section 3(b) hereof, include in such registration all Registrable Securities with respect to which the method or Corporation received written requests for inclusion therein within 10 days after such Notice is given by the Corporation to such holders. All requests made pursuant to this Section 3 will specify the number of Registrable Securities to be registered and the intended methods of disposition stated thereinthereof. The Corporation shall be required to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least 180 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the holder of Registrable Securities refrains from selling any securities included in such registration at the request of an underwriter of the Corporation or the Corporation pursuant to the provisions of this Agreement.

Requests for Registration. Subject to the following paragraphs of this Section 3(a), (i) the Requisite Investor Shareholders shall have the right, by delivering or causing to be delivered a written notice to the Corporation, to require the Corporation to register, pursuant to the terms of this Agreement, under and in accordance with the provisions of this Article IIthe Securities Act, any Holder or the sale of a number of shares of Common Stock specified by such group of Holders may at any time make Requisite Investor Shareholders to be so issued and sold in the Initial Public Offering and (ii) following the Initial Public Offering, a Qualified Holder shall have the right, by delivering, directly or indirectly, a written request notice to the Corporation, to require the Corporation to register and pursuant to the terms of this Agreement, under and in accordance with the provisions of the Securities Act, the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement (any such written notice, a “Demand Request”) for registration under the Securities Act of Registrable Securities (Notice” and any such registration, a “Demand Registration”). Such ; provided, however, that a Demand Requests shall specify Notice may only be made if the amount sale of the Registrable Securities requested to be registered and by such Qualified Holder is reasonably expected to result in aggregate gross cash proceeds in excess of $50,000,000 (without regard to any underwriting discount or commission); provided, further that, unless the intended method or methods Requisite Investor Shareholders shall otherwise consent, the Corporation shall not be obligated to file a registration statement relating to any registration request under this Section 3(a) within a period of disposition180 days after the effective date of any other registration statement relating to any registration request under this Section 3(a) (except if the underwriters shall require a longer period, but in any event no more than 270 days). Newmark shallFollowing receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(a), subject to the provisions of this Article II and to the Holders’ compliance with their obligations under the provisions of this Agreement, Corporation shall use its reasonable best efforts to file with the SEC a Registration Statement registering all Registrable Securities included in such Demand Request, for disposition in accordance with the intended method or methods set forth therein; provided that if the managing underwriter(s) for a Demand Registration in which Registrable Securities are proposed to be included pursuant to this Article II that involves an underwritten offering shall advise Newmark that, in its reasonable opinion, the number of Registrable Securities to be sold is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of Newmark as promptly as practicable and the Holders), then Newmark will be entitled to reduce the number of Registrable Securities included in such registration to the number that, in the opinion of the managing underwriter(s), can be sold without having the adverse effect referred to above; provided, further, that in the event of such a reduction in the number of Registrable Securities included in such registration, the number of Registrable Securities registered shall be allocated in the following priority: first, pro rata among the Holders participating in the Demand Registration, based on the number of Registrable Securities included by such Holder in the Demand Request; second, shares of Newmark Class A Common Stock proposed to be registered for offer and sale by Newmark; and third, shares of Newmark Class A Common Stock proposed to be registered pursuant to any piggy-back registration rights of security holders of Newmark other than any Holder. Newmark shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as soon promptly as practicable after the filing and thereof. No Demand Registration shall be deemed to remain effective until have occurred for purposes of this Section 3 if the earlier of Registration Statement relating thereto (i) 90 days following the date on which it was declared effective and does not become effective, (ii) is not maintained effective for the date on which all period required pursuant to this Section 3, or (iii) the offering of the Registrable Securities covered thereby are disposed pursuant to such Registration Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period, in which case, such requesting holder of Registrable Securities shall be entitled to an additional Demand Registration in lieu thereof. Within 10 days after receipt by the Corporation of a Demand Notice in accordance with this Section 3(a), the method Corporation shall give written notice (the “Notice”) of such Demand Notice to all other holders of Registrable Securities and shall, subject to the provisions of Section 3(b) hereof, include in such registration all Registrable Securities with respect to which the Corporation received written requests for inclusion therein within 15 days after such Notice is given by the Corporation to such holders. Notwithstanding anything to the contrary in this Agreement, unless otherwise consented to by the Requisite Investor Shareholders, in connection with a Demand Notice for an Initial Public Offering, the Corporation shall only be required to deliver any Notice or Piggyback Notice as provided in clause (i) of the second paragraph of Section 4. All requests made pursuant to this Section 3 will specify the number of Registrable Securities to be registered and/or, in the case of an Initial Public Offering, the number of shares of Common Stock to be issued, and the intended methods of disposition stated thereinthereof. The Corporation shall be required to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least 180 days after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the holder of Registrable Securities refrains from selling any securities included in such Registration Statement at the request of the Corporation or an underwriter of the Corporation pursuant to the provisions of this Agreement.

Requests for Registration. Subject to the following paragraphs of this Section 3(a), on or after the earlier of (i) the sixth anniversary of the date hereof and (ii) following the Initial Public Offering, the holders of a majority of the Registrable Securities shall have the right, by delivering a written notice to the Corporation, to require the Corporation to register, pursuant to the terms of this Agreement, under and in accordance with the provisions of the Securities Act, the number of Registrable Securities requested to be so registered pursuant to the terms of this Article IIAgreement (any such written notice, any Holder or group of Holders may at any time make a written request (a “Demand Request”) for registration under the Securities Act of Registrable Securities (Notice” and any such registration, a “Demand Registration”); provided, however, that the Corporation shall not be obligated to file a registration statement relating to any registration request under this Section 3(a) within a period of 180 days after the effective date of any other registration statement relating to any registration request under this Section 3(a). Such Following receipt of a Demand Requests Notice for a Demand Registration in accordance with this Section 3(a), the Corporation shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. Newmark shall, subject to the provisions of this Article II and to the Holders’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file with the SEC a Registration Statement registering all Registrable Securities included in such Demand Request, for disposition in accordance with the intended method or methods set forth therein; provided that if the managing underwriter(s) for a Demand Registration in which Registrable Securities are proposed to be included pursuant to this Article II that involves an underwritten offering shall advise Newmark that, in its reasonable opinion, the number of Registrable Securities to be sold is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of Newmark as promptly as practicable and the Holders), then Newmark will be entitled to reduce the number of Registrable Securities included in such registration to the number that, in the opinion of the managing underwriter(s), can be sold without having the adverse effect referred to above; provided, further, that in the event of such a reduction in the number of Registrable Securities included in such registration, the number of Registrable Securities registered shall be allocated in the following priority: first, pro rata among the Holders participating in the Demand Registration, based on the number of Registrable Securities included by such Holder in the Demand Request; second, shares of Newmark Class A Common Stock proposed to be registered for offer and sale by Newmark; and third, shares of Newmark Class A Common Stock proposed to be registered pursuant to any piggy-back registration rights of security holders of Newmark other than any Holder. Newmark shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as soon promptly as practicable after the filing and thereof. No Demand Registration shall be deemed to remain effective until have occurred for purposes of this Section 3 if the earlier of Registration Statement relating thereto (i) 90 days following the date on which it was declared effective and does not become effective, (ii) is not maintained effective for the period required pursuant to this Section 3, or (iii) the offering of the Table of Contents Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period, in which case, such requesting holder of Registrable Securities shall be entitled to an additional Demand Registration in lieu thereof. Within 10 days after receipt by the Corporation of a Demand Notice in accordance with this Section 3(a), the Corporation shall give written notice (the “Notice”) of such Demand Notice to all other holders of Registrable Securities and shall, subject to the provisions of Section 3(b) hereof, include in such registration all Registrable Securities with respect to which the Corporation received written requests for inclusion therein within 25 days after such Notice is given by the Corporation to such holders. All requests made pursuant to this Section 3 will specify the number of Registrable Securities to be registered and the intended methods of disposition thereof. The Corporation shall be required to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least 180 days after the effective date on thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the holders of Registrable Securities covered by such Demand Registration refrains from selling any securities included in such Registration Statement at the request of the Corporation or an underwriter of the Corporation pursuant to the provisions of this Agreement; provided, further, that the Corporation shall use its reasonable best efforts to keep any shelf registration statement continuously effective until such time as each of the Registrable Securities covered thereby are disposed of registered pursuant to such shelf registration statement has been sold in accordance with the method one or methods of disposition stated thereinmore Shelf Underwritten Offerings or otherwise.

Requests for Registration. Subject to the provisions of this Article IIlimits set forth below, any Holder or group of Holders may at any time make after 185 days after the closing of the Initial Public Offering, the Qualified Holders (or their Permitted Transferees) shall have the right by delivering a written request notice to the Corporation (a “Demand RequestNotice”) for registration to require the Corporation to register, pursuant to the terms of this Agreement under and in accordance with the provisions of the Securities Act Act, the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement provided that the sale of such Registrable Securities is reasonably expected to result in aggregate gross cash proceeds in excess of $12,000,000 (a “Demand Registration”). Such Within twenty (20) days after receipt by the Corporation of a Demand Requests Notice, the Corporation shall give written notice (the “Notice”) of such Demand Notice to all other holders of Registrable Securities and shall, subject to the provisions of Section 2(b) hereof, include in such registration all Registrable Securities with respect to which the Corporation received written requests for inclusion therein within twenty (20) days after such Notice is given by the Corporation to such holders. Following receipt of a Demand Notice for a Demand Registration, the Corporation shall use its reasonable commercial efforts to file a Registration Statement as promptly as practicable and shall use its reasonable commercial efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. The Qualified Holders shall be entitled to two Demand Registrations; provided, however, that there shall be no limit to the number of Demand Registrations by the Qualified Holders that constitute “shelf” registrations as contemplated by the next succeeding sentence and provided further that Jefferies Capital Partners shall be entitled to one Demand Registration that constitutes a “shelf” registration as contemplated by the next succeeding sentence. After such time as the Corporation shall become eligible to use Form S-3 (or comparable form) for the registration under the Securities Act of any of its securities, (A) the Qualified Holders shall be entitled to request that any Demand Registration for which such Stockholder is delivering a Demand Notice be a “shelf” registration pursuant to Rule 415 under the Securities Act, and the Qualified Holders shall be entitled to an unlimited number of Demand Registrations that constitute “shelf” registrations, and (B) Jefferies Capital Partners shall be entitled to one Demand Registration that constitutes a “shelf” registration pursuant to Rule 415 under the Securities Act by delivering a Demand Notice to the Corporation. Notwithstanding any other provisions of this Section 2, in no event shall more than two Demand Registrations occur within any twelve-month period and in no event shall any Demand Registration occur within 120 days from the effective date of any Registration Statement, including any Registration Statement filed pursuant to a prior Demand Notice. No Demand Registration shall be deemed to have occurred for purposes of this Section 2 if the Registration Statement relating thereto (i) does not become effective, (ii) is not maintained effective for the period required pursuant to this Section 2(a) or (iii) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction or similar order or requirement of the SEC during such period. In the case of each of clauses (i), (ii) and (iii), such requesting holder of Registrable Securities shall be entitled to an additional Demand Registration. All requests made pursuant to this Section 2 will specify the amount of Registrable Securities to be registered and the intended method or methods of dispositiondisposition thereof. Newmark shall, subject The Corporation shall be required to maintain the provisions effectiveness of this Article II and to the Holders’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file with the SEC a Registration Statement registering (except in the case of a requested “shelf” registration) with respect to any Demand Registration for a period of at least 90 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Demand RequestRegistration Statement have actually been sold; provided, for disposition in accordance with the intended method or methods set forth therein; provided however, that if the managing underwriter(s) such period shall be extended for a Demand Registration in which Registrable Securities are proposed period of time equal to be included pursuant to this Article II that involves an underwritten offering shall advise Newmark that, in its reasonable opinion, the number period the holder of Registrable Securities refrains from selling any securities included in such registration at the request of (x) an underwriter or (y) the Corporation pursuant to the provisions of this Agreement. The Corporation shall be sold is greater than required to maintain the amount that can be offered without adversely affecting effectiveness of a shelf Registration Statement with respect to any Demand Registration at all times after the success effective date thereof until the earlier to occur of two years after the offering (taking into consideration effective date thereof or the interests of Newmark and the Holders), then Newmark will be entitled to reduce the number of date on which all Registrable Securities included in such registration to the number that, in the opinion of the managing underwriter(s), can be sold without having the adverse effect referred to aboveRegistration Statement have actually been sold; provided, furtherhowever, that in the event of such a reduction in the number of Registrable Securities included in such registration, the number of Registrable Securities registered shall be allocated in the following priority: first, pro rata among the Holders participating in the Demand Registration, based on the number of Registrable Securities included by such Holder in the Demand Request; second, shares of Newmark Class A any Stockholder owning Common Stock proposed to be registered for offer and sale by Newmark; and third, shares of Newmark Class A that has been included on a shelf Registration Statement may request that such Common Stock proposed to be registered pursuant to any piggy-back registration rights of security holders of Newmark other than any Holder. Newmark removed from such Registration Statement, in which event the Corporation shall use its reasonable best efforts to cause promptly either withdraw such Registration Statement or file a post-effective amendment to be declared effective as soon as practicable after filing and to remain effective until the earlier of (i) 90 days following the date on which it was declared effective and (ii) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated thereinsuch Registration Statement removing such Common Stock.