Common use of REUs Clause in Contracts

REUs. (i) REUs shall represent REU Interests in the Partnership. (ii) Each REU Interest issued after the date of this Agreement shall initially have zero (0) dollars in Capital. (iii) Each grant of an REU after the Holdings Partnership Division shall set forth an amount (the “REU Post-Termination Amount”) potentially payable to the holder of such REU following the redemption of such REU in accordance with Section 12.03(c), as well as a vesting schedule setting forth the portion of the REU Post-Termination Amount that shall become payable in such circumstances and the terms and conditions of such vesting; provided that if no vesting schedule is set forth in the documentation relating to such grant or is otherwise specified in writing, then the REU Post-Termination Amount shall vest annually over three (3) years on a pro rata basis. (iv) With respect to each REU that is a Legacy Unit, the REU Post-Termination Amount for such Legacy Unit shall be apportioned in the Holdings Partnership Division between such Legacy Unit, on the one hand, and the Newmark Holdings Legacy Unit issued in the Holdings Partnership Division in respect of such Legacy Unit, on the other hand, based on the Relative Value of BGC and Newmark, such that the sum of the REU Post-Termination Amount for such Legacy Unit and Newmark Holdings Legacy Unit immediately following the Holdings Partnership Division shall equal the REU Post-Termination Amount for such Legacy Unit immediately prior to the Holdings Partnership Division.

REUs. (i) REUs shall represent REU Interests in the Partnership. (ii) Each REU Interest issued after the date of this Agreement shall initially have zero (0) dollars in Capital. (iii) Each grant of an REU after the Holdings Partnership Division shall set forth an amount (the “REU Post-Termination Amount”) potentially payable to the holder of such REU following the redemption of such REU in accordance with Section 12.03(c), as well as a vesting schedule setting forth the portion of the REU Post-Termination Amount that shall become payable in such circumstances and the terms and conditions of such vesting; provided that if no vesting schedule is set forth in the documentation relating to such grant or is otherwise specified in writing, then the REU Post-Termination Amount shall vest annually over three (3) years on a pro rata basis. (iv) With respect to each REU that is a Legacy UnitUnits, the REU Post-Termination Amount for the BGC Holdings Unit for which such Legacy Unit was issued in the Holdings Partnership Division shall be apportioned in the Holdings Partnership Division between such Legacy BGC Holding Unit, on the one hand, and the Newmark Holdings Legacy Unit issued in the Holdings Partnership Division in respect of such Legacy Unit, on the other hand, based on the Relative Value of BGC and Newmark, such that the sum of the REU Post-Termination Amount for such Legacy BGC Holdings Unit and Newmark Holdings Legacy Unit immediately following the Holdings Partnership Division shall equal the REU Post-Termination Amount for such Legacy BGC Holding Unit immediately prior to the Holdings Partnership Division. Any REU Post-Termination Amount apportioned to a Legacy Unit shall vest at the same time that the remaining REU Post-Termination Amount apportioned to the BGC Holding Unit would vest.

REUs. (i) REUs shall represent REU Interests in the Partnership. (ii) Each REU Interest issued after the date of this Agreement shall initially have zero (0) dollars in Capital. (iii) Each grant of an REU after the Holdings Partnership Division Separation shall set forth an amount (the “REU Post-Termination Amount”) potentially payable to the holder of such REU following the redemption of such REU in accordance with Section 12.03(c), as well as a vesting schedule setting forth the portion of the REU Post-Termination Amount that shall become payable in such circumstances and the terms and conditions of such vesting; provided that if no vesting schedule is set forth in the documentation relating to such grant or is otherwise specified in writing, then the REU Post-Termination Amount shall vest annually over three (3) years on a pro rata basis. (iv) With respect to each REU that is a Legacy UnitUnits, the REU Post-Termination Amount for the BGC Holdings Unit for which such Legacy Unit was issued in the Separation shall be apportioned in the Holdings Partnership Division Separation between such Legacy BGC Holding Unit, on the one hand, and the Newmark Holdings Legacy Unit issued in the Holdings Partnership Division in respect of such Legacy Unit, on the other hand, based on the Relative Value of BGC and Newmark, such that the sum of the REU Post-Termination Amount for such Legacy BGC Holdings Unit and Newmark Holdings Legacy Unit immediately following the Holdings Partnership Division Separation shall equal the REU Post-Termination Amount for such Legacy BGC Holding Unit immediately prior to the Holdings Partnership DivisionSeparation. Any REU Post-Termination Amount apportioned to a Legacy Unit shall vest at the same time that the remaining REU Post-Termination Amount apportioned to the BGC Holding Unit would vest.