Common use of The Distribution Clause in Contracts

The Distribution. (a) BGC Partners shall have the option, in its sole discretion, to consummate the Distribution in accordance with the terms hereof. Notwithstanding anything to the contrary herein, in no event shall BGC Partners be obligated to consummate the Distribution. If requested by BGC Partners, Newmark shall cooperate with BGC Partners to accomplish the Distribution and shall, at BGC Partners’ direction, promptly take any and all actions necessary or desirable to effect the Distribution, including the registration under the Securities Act of Newmark Common Stock on an appropriate registration form or forms to be designated by BGC Partners. BGC Partners shall select any investment bank or manager in connection with the Distribution, as well as any financial printer, solicitation and/or exchange agent and financial, legal, accounting and other advisors for BGC Partners. Newmark and BGC Partners, as the case may be, shall provide to the Agent all stock certificates and any information required in order to complete the Distribution. All third-party costs and expenses incurred in connection with the Distribution shall be paid by BGC Partners. (b) Subject to Section 4.03, in the event that BGC Partners determines to consummate the Distribution, then, on or prior to the Distribution Date, BGC Partners shall deliver to the Agent for the benefit of holders of record of BGC Partners Common Stock on the Record Date all of the outstanding shares of Newmark Common Stock then owned by BGC Partners or any other member of the BGC Partners Inc. Group (including, if such shares are represented by one or more stock certificates, such stock certificates, endorsed by BGC Partners in blank), and shall cause the Transfer Agent to instruct the Agent to distribute on the Distribution Date the appropriate number of such shares of Newmark Class A Common Stock and/or shares of Newmark Class B Common Stock, as the case may be, to each such holder or designated transferee or transferees of such holder. The Distribution shall be effective at 12:01 a.m., Eastern time, on the Distribution Date or at such other time as the Parties may agree (the “Distribution Effective Time”). (c) Subject to Section 4.04, each holder of shares of BGC Partners Class A Common Stock on the Record Date (or such holder’s designated transferee or transferees) will be entitled to receive in the Distribution a number of shares of Newmark Class A Common Stock equal to the number of shares of BGC Partners Class A Common Stock held by such holder on the Record Date multiplied by a fraction, the numerator of which is the number of shares of Newmark Class A Common Stock beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group on the Record Date and the denominator of which is the number of shares of BGC Partners Class A Common Stock outstanding on the Record Date. Subject to Section 4.04, each holder of shares of BGC Partners Class B Common Stock on the Record Date (or such holder’s designated transferee or transferees) will be entitled to receive in the Distribution a number of shares of Newmark Class B Common Stock equal to the number of shares of BGC Partners Class B Common Stock held by such holder on the Record Date multiplied by a fraction, the numerator of which is the number of shares of Newmark Class B Common Stock beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group on the Record Date and the denominator of which is the number of shares of BGC Partners Class B Common Stock outstanding on the Record Date. (d) To enable the Distribution to be pro rata to the stockholders of BGC Partners, immediately prior to the Distribution, BGC Partners will convert or will cause the conversion (and Newmark will take all actions as may be necessary to effect such conversion) of shares of Newmark Class B Common Stock beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group into shares of Newmark Class A Common Stock on a one-for-one basis, or, in the alternative, will convert or cause the conversion (and Newmark will take all actions as may be necessary to effect such conversion) of shares of Newmark Class A Common Stock beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group into shares of Newmark Class B Common Stock on a one-for-one basis, in each case, so that the ratio of shares of Newmark Class B Common Stock to shares of Newmark Class A Common Stock, in each case beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group as of immediately prior to the Distribution, equals the ratio of shares of BGC Partners Class B Common Stock to shares of BGC Partners Class A Common Stock, in each case outstanding as of the Record Date. Any conversion of shares of Newmark Class B Common Stock into shares of Newmark Class A Common Stock or any conversion of shares of Newmark Class A Common Stock into shares of Newmark Class B Common Stock pursuant to this Section 4.01(d) shall be effected pursuant to the procedures set forth in the Newmark Charter (and, in the case of any conversion of shares of Newmark Class A Common Stock into shares of Newmark Class B Common Stock, the Exchange Agreement); provided that to the extent such conversion of shares of Newmark Class B Common Stock into shares of Newmark Class A Common Stock would result in BGC Partners not owning an amount of Newmark Common Stock (A) constituting “control” (within the meaning of Section 368(c) of the Code) of Newmark (including (x) at least 80.1% of the total voting power with respect to the election and removal of directors of the outstanding Newmark Common Stock and (y) at least 80.1% of the number of shares of any class of capital stock of Newmark not entitled to vote) or (B) satisfying the stock ownership requirements set forth in Section 1504 of the Code (provided that this clause (B) shall apply only if BGC Partners then owns an amount of Newmark Common Stock satisfying the stock ownership requirements set forth in Section 1504 of the Code), then in each case BGC Partners shall have the option, in lieu of such conversion, to purchase additional shares of Newmark Class A Stock from Newmark for a per share purchase price equal to the volume weighted average price of a share of Newmark Class A Common Stock on the principal stock exchange on which shares of Newmark Class A Common Stock are listed for the five (5) trading days immediately preceding the date of such purchase, or such other per share purchase price that may be agreed by Newmark and BGC Partners. Newmark agrees that it will cooperate with BGC Partners in the event that BGC Partners determines that any other action, including recapitalization or otherwise, is necessary or advisable so that the Distribution can be pro rata to the stockholders of BGC Partners.

The Distribution. (a) BGC Partners shall have the option, in its sole discretion, to consummate the Distribution in accordance with the terms hereof. Notwithstanding anything to the contrary herein, in no event shall BGC Partners be obligated to consummate the Distribution. If requested by BGC Partners, Newmark GroceryCo shall cooperate with BGC Partners Kraft Foods Inc. to accomplish the Distribution and shall, at BGC Partners’ directionthe direction of Kraft Foods Inc., use its reasonable best efforts to promptly take any and all actions necessary or desirable to effect the Distribution. Each of the parties will provide, including or cause the registration under the Securities Act applicable member of Newmark Common Stock on an appropriate registration form or forms its Group to be designated by BGC Partners. BGC Partners shall select any investment bank or manager in connection with the Distributionprovide, as well as any financial printer, solicitation and/or exchange agent and financial, legal, accounting and other advisors for BGC Partners. Newmark and BGC Partners, as the case may be, shall provide to the Agent all stock certificates documents and any information required in order to complete the Distribution. All third-party costs and expenses incurred in connection with the Distribution shall be paid by BGC Partners. (b) Subject to Section 4.03the terms and conditions set forth in this Agreement, in the event that BGC Partners determines to consummate the Distribution, then, (i) on or prior to the Distribution Date, BGC Partners shall for the benefit of and distribution to the Record Holders, Kraft Foods Inc. will deliver to the Agent for the benefit of holders of record of BGC Partners Common Stock on the Record Date all of the issued and outstanding shares of Newmark GroceryCo Common Stock then owned by BGC Partners or any other member of the BGC Partners Kraft Foods Inc. Group (including, if and book-entry authorizations for such shares are represented by one or more stock certificatesand (ii) on the Distribution Date, such stock certificates, endorsed by BGC Partners in blank), and Kraft Foods Inc. shall cause the Transfer Agent to instruct the Agent to (A) distribute to each Record Holder (or such Record Holder’s bank, brokerage firm or other nominee on such Record Holder’s behalf) electronically, by direct registration in book-entry form, the number of whole shares of GroceryCo Common Stock to which such Record Holder is entitled based on the Distribution Date Ratio and (B) receive and hold for and on behalf of each Record Holder, the appropriate number of such fractional shares of Newmark Class A GroceryCo Common Stock and/or shares of Newmark Class B Common Stock, as to which such Record Holder is entitled based on the case may be, to each such holder or designated transferee or transferees of such holderDistribution Ratio. The Distribution shall be effective at 12:01 a.m., 5:00 p.m. Eastern time, time on the Distribution Date Date. On or at as soon as practicable after the Distribution Date, the Agent will mail to each Record Holder an account statement indicating the number of whole shares of GroceryCo Common Stock that have been registered in book-entry form in such other time as the Parties may agree (the “Distribution Effective Time”)Record Holder’s name. (c) Subject to Section 4.04, each holder of shares of BGC Partners Class A Common Stock on the Record Date (or such holder’s designated transferee or transferees) will be entitled to receive in the Distribution a number of shares of Newmark Class A Common Stock equal to the number of shares of BGC Partners Class A Common Stock held by such holder on the Record Date multiplied by a fraction, the numerator of which is the number of shares of Newmark Class A Common Stock beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group on the Record Date and the denominator of which is the number of shares of BGC Partners Class A Common Stock outstanding on the Record Date. Subject to Section 4.04, each holder of shares of BGC Partners Class B Common Stock on the Record Date (or such holder’s designated transferee or transferees) will be entitled to receive in the Distribution a number of shares of Newmark Class B Common Stock equal to the number of shares of BGC Partners Class B Common Stock held by such holder on the Record Date multiplied by a fraction, the numerator of which is the number of shares of Newmark Class B Common Stock beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group on the Record Date and the denominator of which is the number of shares of BGC Partners Class B Common Stock outstanding on the Record Date. (d) To enable the Distribution to be pro rata to the stockholders of BGC Partners, immediately prior to the Distribution, BGC Partners will convert or will cause the conversion (and Newmark will take all actions as may be necessary to effect such conversion) of shares of Newmark Class B Common Stock beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group into shares of Newmark Class A Common Stock on a one-for-one basis, or, in the alternative, will convert or cause the conversion (and Newmark will take all actions as may be necessary to effect such conversion) of shares of Newmark Class A Common Stock beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group into shares of Newmark Class B Common Stock on a one-for-one basis, in each case, so that the ratio of shares of Newmark Class B Common Stock to shares of Newmark Class A Common Stock, in each case beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group as of immediately prior to the Distribution, equals the ratio of shares of BGC Partners Class B Common Stock to shares of BGC Partners Class A Common Stock, in each case outstanding as of the Record Date. Any conversion of shares of Newmark Class B Common Stock into shares of Newmark Class A Common Stock or any conversion of shares of Newmark Class A Common Stock into shares of Newmark Class B Common Stock pursuant to this Section 4.01(d) shall be effected pursuant to the procedures set forth in the Newmark Charter (and, in the case of any conversion of shares of Newmark Class A Common Stock into shares of Newmark Class B Common Stock, the Exchange Agreement); provided that to the extent such conversion of shares of Newmark Class B Common Stock into shares of Newmark Class A Common Stock would result in BGC Partners not owning an amount of Newmark Common Stock (A) constituting “control” (within the meaning of Section 368(c) of the Code) of Newmark (including (x) at least 80.1% of the total voting power with With respect to the election and removal shares of directors of the outstanding Newmark GroceryCo Common Stock and (y) at least 80.1% of remaining with the number of shares of any class of capital stock of Newmark not entitled to vote) or (B) satisfying the stock ownership requirements set forth in Section 1504 of the Code (provided that this clause (B) shall apply only if BGC Partners then owns an amount of Newmark Common Stock satisfying the stock ownership requirements set forth in Section 1504 of the Code), then in each case BGC Partners shall have the option, in lieu of such conversion, to purchase additional shares of Newmark Class A Stock from Newmark for a per share purchase price equal to the volume weighted average price of a share of Newmark Class A Common Stock on the principal stock exchange on which shares of Newmark Class A Common Stock are listed for the five (5) trading Agent 180 days immediately preceding the date of such purchase, or such other per share purchase price that may be agreed by Newmark and BGC Partners. Newmark agrees that it will cooperate with BGC Partners in the event that BGC Partners determines that any other action, including recapitalization or otherwise, is necessary or advisable so that after the Distribution can Date, the Agent shall deliver any such shares as directed by GroceryCo, with the consent of SnackCo (which consent shall not be pro rata to the stockholders of BGC Partnersunreasonably withheld or delayed).

The Distribution. (a) BGC Partners shall have Each of the optionParties will provide, in or cause the applicable member of its sole discretion, Group to consummate the Distribution in accordance with the terms hereof. Notwithstanding anything to the contrary herein, in no event shall BGC Partners be obligated to consummate the Distribution. If requested by BGC Partners, Newmark shall cooperate with BGC Partners to accomplish the Distribution and shall, at BGC Partners’ direction, promptly take any and all actions necessary or desirable to effect the Distribution, including the registration under the Securities Act of Newmark Common Stock on an appropriate registration form or forms to be designated by BGC Partners. BGC Partners shall select any investment bank or manager in connection with the Distribution, as well as any financial printer, solicitation and/or exchange agent and financial, legal, accounting and other advisors for BGC Partners. Newmark and BGC Partners, as the case may be, shall provide to the Distribution Agent all stock certificates documents and any information required in order to complete the Distribution. All third-party costs and expenses incurred in connection with the Distribution shall be paid by BGC Partners. (b) Subject to Section 4.03the terms and conditions set forth in this Agreement, in the event that BGC Partners determines to consummate the Distribution, then, (i) on or prior to the Distribution Date, BGC Partners shall deliver to the Agent for the benefit of holders of record of BGC Partners Common Stock on and distribution to the Record Date Holders, Labcorp will deliver to the Distribution Agent all of the issued and outstanding shares of Newmark Fortrea Common Stock then owned by BGC Partners or any other member of the BGC Partners Inc. Group (including, if Labcorp and book-entry authorizations for such shares are represented by one or more stock certificates, such stock certificates, endorsed by BGC Partners in blank), and shall cause the Transfer Agent to instruct the Agent to distribute (ii) on the Distribution Date Date, Labcorp will instruct the appropriate Distribution Agent to (A) distribute to each Record Holder (or such Record Holder’s bank, brokerage firm or other nominee on such Record Holder’s behalf) electronically, by direct registration in book-entry form, the number of such whole shares of Newmark Class A Fortrea Common Stock and/or to which such Record Holder is entitled based on the Distribution Ratio and (B) receive and hold for and on behalf of each Record Holder, the number of fractional shares of Newmark Class B Fortrea Common StockStock to which such Record Holder is entitled based on the Distribution Ratio. The Distribution will be effective at the Effective Time. On or as soon as practicable after the Distribution Date, the Distribution Agent will mail to each Record Holder an account statement indicating the number of whole shares of Fortrea Common Stock that have been registered in book-entry form in such Record Holder’s name. (c) Labcorp and Fortrea, as the case may be, will instruct the Distribution Agent, as applicable, to deduct and withhold from the consideration otherwise required to be distributed pursuant to this Agreement such amounts as are required to be deducted and withheld from such consideration under the Code or any provision of state, local or foreign Tax Law. Any withheld amounts will be treated for all purposes of this Agreement as having been distributed to the Persons otherwise entitled thereto. (d) Until the Fortrea Common Stock is duly transferred in accordance with this Section 2.04 and applicable Law, from and after the Effective Time, Fortrea will regard the Persons entitled to receive such Fortrea Common Stock as record holders of Fortrea Common Stock in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Fortrea agrees that, subject to any transfers of such shares, from and after the Effective Time (i) each such holder or designated transferee or transferees of such holder. The Distribution shall be effective at 12:01 a.m., Eastern time, on the Distribution Date or at such other time as the Parties may agree (the “Distribution Effective Time”). (c) Subject to Section 4.04, each holder of shares of BGC Partners Class A Common Stock on the Record Date (or such holder’s designated transferee or transferees) will be entitled to receive in all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the Distribution a number of shares of Newmark Class A Fortrea Common Stock equal to the number of shares of BGC Partners Class A Common Stock then held by such holder, and (ii) each such holder will be entitled, without any action on the Record Date multiplied by a fractionpart of such holder, to receive evidence of ownership of the numerator of which is the number of shares of Newmark Class A Fortrea Common Stock beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group on the Record Date and the denominator of which is the number of shares of BGC Partners Class A Common Stock outstanding on the Record Date. Subject to Section 4.04, each holder of shares of BGC Partners Class B Common Stock on the Record Date (or such holder’s designated transferee or transferees) will be entitled to receive in the Distribution a number of shares of Newmark Class B Common Stock equal to the number of shares of BGC Partners Class B Common Stock then held by such holder on the Record Date multiplied by a fraction, the numerator of which is the number of shares of Newmark Class B Common Stock beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group on the Record Date and the denominator of which is the number of shares of BGC Partners Class B Common Stock outstanding on the Record Dateholder. (d) To enable the Distribution to be pro rata to the stockholders of BGC Partners, immediately prior to the Distribution, BGC Partners will convert or will cause the conversion (and Newmark will take all actions as may be necessary to effect such conversion) of shares of Newmark Class B Common Stock beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group into shares of Newmark Class A Common Stock on a one-for-one basis, or, in the alternative, will convert or cause the conversion (and Newmark will take all actions as may be necessary to effect such conversion) of shares of Newmark Class A Common Stock beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group into shares of Newmark Class B Common Stock on a one-for-one basis, in each case, so that the ratio of shares of Newmark Class B Common Stock to shares of Newmark Class A Common Stock, in each case beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group as of immediately prior to the Distribution, equals the ratio of shares of BGC Partners Class B Common Stock to shares of BGC Partners Class A Common Stock, in each case outstanding as of the Record Date. Any conversion of shares of Newmark Class B Common Stock into shares of Newmark Class A Common Stock or any conversion of shares of Newmark Class A Common Stock into shares of Newmark Class B Common Stock pursuant to this Section 4.01(d) shall be effected pursuant to the procedures set forth in the Newmark Charter (and, in the case of any conversion of shares of Newmark Class A Common Stock into shares of Newmark Class B Common Stock, the Exchange Agreement); provided that to the extent such conversion of shares of Newmark Class B Common Stock into shares of Newmark Class A Common Stock would result in BGC Partners not owning an amount of Newmark Common Stock (A) constituting “control” (within the meaning of Section 368(c) of the Code) of Newmark (including (x) at least 80.1% of the total voting power with respect to the election and removal of directors of the outstanding Newmark Common Stock and (y) at least 80.1% of the number of shares of any class of capital stock of Newmark not entitled to vote) or (B) satisfying the stock ownership requirements set forth in Section 1504 of the Code (provided that this clause (B) shall apply only if BGC Partners then owns an amount of Newmark Common Stock satisfying the stock ownership requirements set forth in Section 1504 of the Code), then in each case BGC Partners shall have the option, in lieu of such conversion, to purchase additional shares of Newmark Class A Stock from Newmark for a per share purchase price equal to the volume weighted average price of a share of Newmark Class A Common Stock on the principal stock exchange on which shares of Newmark Class A Common Stock are listed for the five (5) trading days immediately preceding the date of such purchase, or such other per share purchase price that may be agreed by Newmark and BGC Partners. Newmark agrees that it will cooperate with BGC Partners in the event that BGC Partners determines that any other action, including recapitalization or otherwise, is necessary or advisable so that the Distribution can be pro rata to the stockholders of BGC Partners.

The Distribution. (a) BGC Partners shall have the option, in its sole discretion, to consummate the Distribution in accordance with the terms hereof. Notwithstanding anything to the contrary herein, in no event shall BGC Partners be obligated to consummate the Distribution. If requested by BGC Partners, Newmark shall cooperate with BGC Partners to accomplish the Distribution and shall, at BGC Partners’ direction, promptly take any and all actions necessary or desirable to effect the Distribution, including the registration under the Securities Act of Newmark Common Stock on an appropriate registration form or forms to be designated by BGC Partners. BGC Partners shall select any investment bank or manager in connection with the Distribution, as well as any financial printer, solicitation and/or exchange agent and financial, legal, accounting and other advisors for BGC Partners. Newmark and BGC Partners, as the case may be, shall provide to the Agent all stock certificates and any information required in order to complete the Distribution. All third-party costs and expenses incurred in connection with the Distribution shall be paid by BGC Partners. (b) Subject to Section 4.03, in the event that BGC Partners determines to consummate the Distribution, then, on or prior to On the Distribution Date, BGC Partners subject to the conditions set forth in this Agreement, HRPT shall deliver to the Agent for the benefit of holders of record of BGC Partners Common Stock on the Record Date all of the outstanding shares of Newmark Common Stock then owned by BGC Partners or any other member of the BGC Partners Inc. Group (including, if such shares are represented by one or more stock certificates, such stock certificates, endorsed by BGC Partners in blank), and shall cause the Transfer Agent to instruct the Agent to distribute on the Distribution Date the appropriate number of such shares of Newmark Class A Common Stock and/or shares of Newmark Class B Common Stock, as the case may be, to each such holder or designated transferee or transferees of such holder. The Distribution shall be effective at 12:01 a.m., Eastern time, on the Distribution Date or at such other time as the Parties may agree (the “Distribution Effective Time”). (c) Subject to Section 4.04, each holder of shares of BGC Partners Class A Common Stock on the Record Date (or such holder’s designated transferee or transferees) will be entitled to receive in the Distribution a share certificate representing a number of shares of Newmark Class A whole and fractional Senior Housing Common Stock Shares equal to one tenth (1/10th) the number of shares of BGC Partners Class A HRPT Common Stock held by such holder on the Record Date multiplied by a fraction, the numerator of which is the number of shares of Newmark Class A Common Stock beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group on the Record Date Shares issued and the denominator of which is the number of shares of BGC Partners Class A Common Stock outstanding on the Record Date. Subject , and shall instruct the Agent to Section 4.04distribute, each holder of shares of BGC Partners Class B Common Stock on the Record Date (or such holder’s designated transferee as soon as practicable on or transferees) will be entitled to receive in following the Distribution a number Date, to holders of shares record of Newmark Class B HRPT Common Stock equal to the number of shares of BGC Partners Class B Common Stock held by such holder on the Record Date multiplied by a fraction, the numerator of which is the number of shares of Newmark Class B Common Stock beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group on the Record Date and the denominator of which is the number of shares of BGC Partners Class B Common Stock outstanding Shares on the Record Date., one tenth (1/10th) of a Senior Housing Common Share for each HRPT Common Share owned of record by such holder. In addition, HRPT shall authorize the Agent to perform such withholding in respect of the Distribution as may be required by Taxing Authorities. Senior Housing agrees to provide all share certificates that the Agent requires in order to effect the Distribution and any such associated withholding. In no event shall the Distribution occur unless the following conditions shall have been satisfied: (a) the transactions contemplated by Sections 2.1 and 2.2 shall have been consummated in all material respects; (b) the Senior Housing Registration Statement shall have been declared effective by the Commission and listing of the Senior Housing Common Shares for trading on the New York Stock Exchange shall have been approved by the Exchange; (c) Senior Housing shall have entered into a secured revolving credit facility with one or more commercial banks or other institutional lenders with availability of not less than $350,000,000 (the "Senior Housing Credit Facility"); and (d) To enable the Distribution to be pro rata Ernst & Young LLP shall have delivered to the stockholders HRPT Board and the Senior Housing Board a letter dated the Effective Date, in form and substance reasonably satisfactory to each of BGC Partners, immediately prior to the Distribution, BGC Partners will convert or will cause the conversion (them containing statements and Newmark will take all actions as may be necessary to effect such conversion) of shares of Newmark Class B Common Stock beneficially owned by BGC Partners or any other member information of the BGC Partners Inc. Group into shares type ordinarily included in accountants' "comfort letters" to underwriters in a public offering of Newmark Class A Common Stock on a one-for-one basis, or, in the alternative, will convert or cause the conversion (and Newmark will take all actions as may be necessary to effect such conversion) of shares of Newmark Class A Common Stock beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group into shares of Newmark Class B Common Stock on a one-for-one basis, in each case, so that the ratio of shares of Newmark Class B Common Stock to shares of Newmark Class A Common Stock, in each case beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group as of immediately prior to the Distribution, equals the ratio of shares of BGC Partners Class B Common Stock to shares of BGC Partners Class A Common Stock, in each case outstanding as of the Record Date. Any conversion of shares of Newmark Class B Common Stock into shares of Newmark Class A Common Stock or any conversion of shares of Newmark Class A Common Stock into shares of Newmark Class B Common Stock pursuant to this Section 4.01(d) shall be effected pursuant to the procedures set forth in the Newmark Charter (and, in the case of any conversion of shares of Newmark Class A Common Stock into shares of Newmark Class B Common Stock, the Exchange Agreement); provided that to the extent such conversion of shares of Newmark Class B Common Stock into shares of Newmark Class A Common Stock would result in BGC Partners not owning an amount of Newmark Common Stock (A) constituting “control” (within the meaning of Section 368(c) of the Code) of Newmark (including (x) at least 80.1% of the total voting power securities with respect to financial statements and certain financial information and data contained in the election Senior Housing Registration Statement and removal of directors of the outstanding Newmark Common Stock and (y) at least 80.1% of the number of shares of prospectus contained therein; provided, however, that any class of capital stock of Newmark not entitled to vote) or (B) satisfying the stock ownership requirements set forth in Section 1504 of the Code (provided that this clause (B) shall apply only if BGC Partners then owns an amount of Newmark Common Stock satisfying the stock ownership requirements set forth in Section 1504 of the Code), then in each case BGC Partners shall have the option, in lieu of such conversion, to purchase additional shares of Newmark Class A Stock from Newmark for a per share purchase price equal to the volume weighted average price of a share of Newmark Class A Common Stock on the principal stock exchange on which shares of Newmark Class A Common Stock are listed for the five (5) trading days immediately preceding the date of such purchase, or such other per share purchase price that condition may be agreed waived by Newmark the HRPT Board and BGC Partners. Newmark agrees that it will cooperate with BGC Partners the Senior Housing Board in the event that BGC Partners determines that any other action, including recapitalization or otherwise, is necessary or advisable so that the Distribution can be pro rata to the stockholders of BGC Partnerstheir sole discretion.

The Distribution. (a) BGC Partners shall have the option, in its sole discretion, to consummate the Distribution in accordance with the terms hereof. Notwithstanding anything to the contrary herein, in no event shall BGC Partners be obligated to consummate the Distribution. If requested by BGC Partners, Newmark AAMC shall cooperate with BGC Partners ALTISOURCE to accomplish the Distribution and shall, at BGC Partners’ directionthe direction of ALTISOURCE, promptly take any and all actions necessary or desirable to effect the Distribution, including the registration under the Securities Act of Newmark Common Stock on an appropriate registration form or forms to be designated by BGC Partners. BGC Partners ALTISOURCE shall select any investment bank or manager in connection with the Distribution, as well as any financial printer, solicitation and/or exchange agent and financial, legal, accounting and other advisors for BGC PartnersALTISOURCE. Newmark ALTISOURCE and BGC PartnersAAMC, as the case may be, shall provide will provide, or cause the applicable member of its Group to provide, to the Agent all stock certificates share certificates, if any, and any information required in order to complete the Distribution. All third-party costs and expenses incurred in connection with the Distribution shall be paid by BGC Partners. (b) Subject to Section 4.03the terms and conditions set forth in this Agreement, in the event that BGC Partners determines to consummate the Distribution, then, (i) on or prior to the Distribution Date, BGC Partners ALTISOURCE shall deliver to the Agent for the benefit of holders of record of BGC Partners Common Stock on the Record Date Holders all of the issued and outstanding shares of Newmark AAMC Common Stock then owned by BGC Partners ALTISOURCE or any other member of the BGC Partners Inc. ALTISOURCE Group (including, if and book-entry transfer authorizations for such shares are represented by one or more stock certificatesand (ii) on the Distribution Date, such stock certificates, endorsed by BGC Partners in blank), and ALTISOURCE shall cause the Transfer Agent to instruct the Agent to distribute distribute, with respect to Record Holders, by means of a pro rata dividend to each Record Holder (or such Record Holder’s bank or brokerage firm on such Record Holder’s behalf) electronically, by direct registration in book-entry form, one share of AAMC Common Stock for every ten (10) shares of ALTISOURCE Common Stock held by such Record Holder, subject to Section 5.01(c) below; provided that if the shares of ALTISOURCE Common Stock held by such Record Holder are subject to any restrictions and forfeiture, the shares of AAMC Common Stock issued to such Record Holder in accordance with this Section 5.01 shall be subject to the same restrictions and forfeiture. It is the intent of the foregoing that the Distribution Date the appropriate number of such shares of Newmark Class A Common Stock and/or shares of Newmark Class B Common Stockbe effected on a pro rata, as the case may be, to each such holder or designated transferee or transferees of such holderif converted basis. The Distribution shall be effective at 12:01 a.m., Eastern time, 11:59 p.m. New York City time on the Distribution Date Date. On or at such other time immediately following the Distribution Date, the Agent will mail an account statement indicating the number of shares of AAMC Common Stock that have been registered in book-entry form in the name of each Record Holder that holds physical share certificates representing its shares of ALTISOURCE Common Stock and that is the registered holder of the shares represented by those certificates (including the amount of cash in lieu of fractional shares as the Parties may agree (the “Distribution Effective Time”provided in Section 5.01(c) below). (c) Subject to Section 4.04Record Holders who, each holder of shares of BGC Partners Class A Common Stock on the Record Date (or such holder’s designated transferee or transferees) will be entitled to receive in the Distribution a number of shares of Newmark Class A Common Stock equal to after aggregating the number of shares of BGC Partners Class A AAMC Common Stock held by (or fractions thereof) to which such holder on the Record Date multiplied by a fraction, the numerator of which is the number of shares of Newmark Class A Common Stock beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group on the Record Date and the denominator of which is the number of shares of BGC Partners Class A Common Stock outstanding Holder would be entitled on the Record Date. Subject to Section 4.04, each holder of shares of BGC Partners Class B Common Stock on the Record Date (or such holder’s designated transferee or transferees) will would be entitled to receive a fraction of a share of AAMC Common Stock in the Distribution, will receive cash in lieu of fractional shares. Fractional shares of AAMC Common Stock will not be distributed in the Distribution a number of shares of Newmark Class B Common Stock equal nor credited to book-entry accounts. The Agent shall, as soon as practicable after the Distribution Date (a) determine the number of whole shares and fractional shares of BGC Partners Class B AAMC Common Stock held allocable to each Record Holder, (b) aggregate all such fractional shares into whole shares and sell the whole shares obtained thereby in open market transactions at then prevailing trading prices on behalf of holders who would otherwise be entitled to fractional share interests, and (c) distribute to each such holder, or for the benefit of each such beneficial owner, such holder’s or owner’s ratable share of the net proceeds of such sale, based upon the average gross selling price per share of AAMC Common Stock after making appropriate deductions for any amount required to be withheld for United States federal income tax purposes. ALTISOURCE shall bear the cost of brokerage fees and transfer taxes incurred in connection with these sales of fractional shares, which such sales shall occur as soon after the Distribution Date as practicable and as determined by such holder the Agent. None of ALTISOURCE, AAMC or the applicable Agent will guarantee any minimum sale price for the fractional shares of AAMC Common Stock. Neither ALTISOURCE nor AAMC will pay any interest on the Record Date multiplied by a fractionproceeds from the sale of fractional shares. The Agent will have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the numerator Agent nor the selected broker-dealers will be Affiliates of which is the number of shares of Newmark Class B Common Stock beneficially owned by BGC Partners ALTISOURCE or any other member of the BGC Partners Inc. Group on the Record Date and the denominator of which is the number of shares of BGC Partners Class B Common Stock outstanding on the Record Date. (d) To enable the Distribution to be pro rata to the stockholders of BGC Partners, immediately prior to the Distribution, BGC Partners will convert or will cause the conversion (and Newmark will take all actions as may be necessary to effect such conversion) of shares of Newmark Class B Common Stock beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group into shares of Newmark Class A Common Stock on a one-for-one basis, or, in the alternative, will convert or cause the conversion (and Newmark will take all actions as may be necessary to effect such conversion) of shares of Newmark Class A Common Stock beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group into shares of Newmark Class B Common Stock on a one-for-one basis, in each case, so that the ratio of shares of Newmark Class B Common Stock to shares of Newmark Class A Common Stock, in each case beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group as of immediately prior to the Distribution, equals the ratio of shares of BGC Partners Class B Common Stock to shares of BGC Partners Class A Common Stock, in each case outstanding as of the Record DateAAMC. Any conversion of shares of Newmark Class B Common Stock into shares of Newmark Class A AAMC Common Stock or any conversion cash in lieu of fractional shares of Newmark Class A Common Stock into shares of Newmark Class B Common Stock pursuant to this Section 4.01(d) shall be effected pursuant to the procedures set forth in the Newmark Charter (and, in the case of any conversion of shares of Newmark Class A Common Stock into shares of Newmark Class B Common Stock, the Exchange Agreement); provided that to the extent such conversion of shares of Newmark Class B Common Stock into shares of Newmark Class A Common Stock would result in BGC Partners not owning an amount of Newmark Common Stock (A) constituting “control” (within the meaning of Section 368(c) of the Code) of Newmark (including (x) at least 80.1% of the total voting power with respect to the election and removal of directors of the outstanding Newmark AAMC Common Stock and that remains unclaimed by any holder of record one hundred-eighty (y180) at least 80.1% of days after the number of shares of any class of capital stock of Newmark not entitled Distribution Date shall be delivered to vote) or (B) satisfying the stock ownership requirements set forth in Section 1504 of the Code (provided that this clause (B) AAMC. AAMC shall apply only if BGC Partners then owns an amount of Newmark hold such AAMC Common Stock satisfying and/or cash for the stock ownership requirements set forth in Section 1504 account of the Code)such holder of record and any such holder of record shall look only to AAMC for such AAMC Common Stock and/or cash, then in each case BGC Partners shall have the optionif any, in lieu of such conversionfractional share interests, subject in each case to purchase additional shares of Newmark Class A Stock from Newmark for a per share purchase price equal to the volume weighted average price of a share of Newmark Class A Common Stock on the principal stock exchange on which shares of Newmark Class A Common Stock are listed for the five (5) trading days immediately preceding the date of such purchase, applicable escheat or such other per share purchase price that may be agreed by Newmark and BGC Partners. Newmark agrees that it will cooperate with BGC Partners in the event that BGC Partners determines that any other action, including recapitalization or otherwise, is necessary or advisable so that the Distribution can be pro rata to the stockholders of BGC Partnersabandoned property laws.

The Distribution. (a) BGC Partners shall have the option, in its sole discretion, to consummate the Distribution in accordance with the terms hereof. Notwithstanding anything to the contrary herein, in no event shall BGC Partners be obligated to consummate the Distribution. If requested by BGC Partners, Newmark shall cooperate with BGC Partners to accomplish the Distribution and shall, at BGC Partners’ direction, promptly take any and all actions necessary or desirable to effect the Distribution, including the registration under the Securities Act of Newmark Common Stock on an appropriate registration form or forms to be designated by BGC Partners. BGC Partners shall select any investment bank or manager in connection with the Distribution, as well as any financial printer, solicitation and/or exchange agent and financial, legal, accounting and other advisors for BGC Partners. Newmark and BGC Partners, as the case may be, shall provide to the Agent all stock certificates and any information required in order to complete the Distribution. All third-party costs and expenses incurred in connection with the Distribution shall be paid by BGC Partners. (b) Subject to Section 4.03, in the event that BGC Partners determines to consummate the Distribution, then3.3, on or prior to the Distribution DateEffective Time, BGC Partners shall Concentrix will deliver to the Agent Agent, for the benefit of holders of record of BGC Partners Common Stock on the Record Date all Holders, book-entry transfer authorizations for such number of the outstanding shares of Newmark Common Stock then owned by BGC Partners or any other member of Concentrix Shares as is necessary to effect the BGC Partners Inc. Group (including, if such shares are represented by one or more stock certificates, such stock certificates, endorsed by BGC Partners in blank)Distribution, and shall cause the Transfer Agent transfer agent for the SYNNEX Shares to instruct the Agent to distribute on at the Distribution Date Effective Time the appropriate number of such shares of Newmark Class A Common Stock and/or shares of Newmark Class B Common Stock, as the case may be, Concentrix Shares to each such holder or designated transferee or transferees of such holderholder by way of direct registration in book-entry form. Concentrix will not issue paper stock certificates in respect of the Concentrix Shares. The Distribution shall be effective at 12:01 a.m., Eastern time, on the Distribution Date or at such other time as the Parties may agree (the “Distribution Effective Time”). (cb) Subject to Section 4.04Sections 3.3, each holder of shares of BGC Partners Class A Common Stock on the Record Date (or such holder’s designated transferee or transferees) Holder will be entitled to receive in the Distribution a number of shares of Newmark Class A Common Stock whole Concentrix Shares equal to the number of shares of BGC Partners Class A Common Stock SYNNEX Shares held by such holder Record Holder on the Record Date multiplied by a fractionthe Distribution Ratio. (c) Any Concentrix Shares that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to Concentrix, and Concentrix or its transfer agent shall hold such Concentrix Shares for the numerator account of which is such Record Holder, and the number Parties agree that all obligations to provide such Concentrix Shares shall be obligations of shares Concentrix, subject in each case to applicable escheat or other abandoned property Laws, and SYNNEX shall have no Liability with respect thereto. (d) Until the Concentrix Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, Concentrix will regard the Persons entitled to receive such Concentrix Shares as record holders of Newmark Class A Common Stock beneficially owned by BGC Partners or any other member Concentrix Shares in accordance with the terms of the BGC Partners Inc. Group Distribution without requiring any action on the Record Date part of such Persons. Concentrix agrees that, subject to any transfers of such shares, from and after the denominator of which is the number of shares of BGC Partners Class A Common Stock outstanding on the Record Date. Subject to Section 4.04, Effective Time (i) each such holder of shares of BGC Partners Class B Common Stock on the Record Date (or such holder’s designated transferee or transferees) will be entitled to receive in all dividends payable on, and exercise voting rights and all other rights and privileges with respect to, the Distribution a number of shares of Newmark Class B Common Stock equal to the number of shares of BGC Partners Class B Common Stock Concentrix Shares then held by such holder, and (ii) each such holder will be entitled, without any action on the Record Date multiplied by a fractionpart of such holder, the numerator to receive evidence of which is the number of shares of Newmark Class B Common Stock beneficially owned by BGC Partners or any other member ownership of the BGC Partners Inc. Group on the Record Date and the denominator of which is the number of shares of BGC Partners Class B Common Stock outstanding on the Record DateConcentrix Shares then held by such holder. (d) To enable the Distribution to be pro rata to the stockholders of BGC Partners, immediately prior to the Distribution, BGC Partners will convert or will cause the conversion (and Newmark will take all actions as may be necessary to effect such conversion) of shares of Newmark Class B Common Stock beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group into shares of Newmark Class A Common Stock on a one-for-one basis, or, in the alternative, will convert or cause the conversion (and Newmark will take all actions as may be necessary to effect such conversion) of shares of Newmark Class A Common Stock beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group into shares of Newmark Class B Common Stock on a one-for-one basis, in each case, so that the ratio of shares of Newmark Class B Common Stock to shares of Newmark Class A Common Stock, in each case beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group as of immediately prior to the Distribution, equals the ratio of shares of BGC Partners Class B Common Stock to shares of BGC Partners Class A Common Stock, in each case outstanding as of the Record Date. Any conversion of shares of Newmark Class B Common Stock into shares of Newmark Class A Common Stock or any conversion of shares of Newmark Class A Common Stock into shares of Newmark Class B Common Stock pursuant to this Section 4.01(d) shall be effected pursuant to the procedures set forth in the Newmark Charter (and, in the case of any conversion of shares of Newmark Class A Common Stock into shares of Newmark Class B Common Stock, the Exchange Agreement); provided that to the extent such conversion of shares of Newmark Class B Common Stock into shares of Newmark Class A Common Stock would result in BGC Partners not owning an amount of Newmark Common Stock (A) constituting “control” (within the meaning of Section 368(c) of the Code) of Newmark (including (x) at least 80.1% of the total voting power with respect to the election and removal of directors of the outstanding Newmark Common Stock and (y) at least 80.1% of the number of shares of any class of capital stock of Newmark not entitled to vote) or (B) satisfying the stock ownership requirements set forth in Section 1504 of the Code (provided that this clause (B) shall apply only if BGC Partners then owns an amount of Newmark Common Stock satisfying the stock ownership requirements set forth in Section 1504 of the Code), then in each case BGC Partners shall have the option, in lieu of such conversion, to purchase additional shares of Newmark Class A Stock from Newmark for a per share purchase price equal to the volume weighted average price of a share of Newmark Class A Common Stock on the principal stock exchange on which shares of Newmark Class A Common Stock are listed for the five (5) trading days immediately preceding the date of such purchase, or such other per share purchase price that may be agreed by Newmark and BGC Partners. Newmark agrees that it will cooperate with BGC Partners in the event that BGC Partners determines that any other action, including recapitalization or otherwise, is necessary or advisable so that the Distribution can be pro rata to the stockholders of BGC Partners.

The Distribution. (a) BGC Partners shall have the option, in its sole discretion, to consummate the Distribution in accordance with the terms hereof. Notwithstanding anything to the contrary herein, in no event shall BGC Partners be obligated to consummate the Distribution. If requested by BGC Partners, Newmark Residential shall cooperate with BGC Partners ALTISOURCE to accomplish the Distribution and shall, at BGC Partners’ directionthe direction of ALTISOURCE, promptly take any and all actions necessary or desirable to effect the Distribution, including the registration under the Securities Act of Newmark Common Stock on an appropriate registration form or forms to be designated by BGC Partners. BGC Partners ALTISOURCE shall select any investment bank or manager in connection with the Distribution, as well as any financial printer, solicitation and/or exchange agent and financial, legal, accounting and other advisors for BGC PartnersALTISOURCE. Newmark ALTISOURCE and BGC PartnersResidential, as the case may be, shall provide will provide, or cause the applicable member of its Group to provide, to the Agent all stock certificates share certificates, if any, and any information required in order to complete the Distribution. All third-party costs and expenses incurred in connection with the Distribution shall be paid by BGC Partners. (b) Subject to Section 4.03the terms and conditions set forth in this Agreement, in the event that BGC Partners determines to consummate the Distribution, then, (i) on or prior to the Distribution Date, BGC Partners ALTISOURCE shall deliver to the Agent for the benefit of holders of record of BGC Partners Common Stock on the Record Date Holders all of the issued and outstanding shares of Newmark Residential Class B Common Stock then owned by BGC Partners ALTISOURCE or any other member of the BGC Partners Inc. ALTISOURCE Group (including, if and book-entry transfer authorizations for such shares are represented by one or more stock certificatesand (ii) on the Distribution Date, such stock certificates, endorsed by BGC Partners in blank), and ALTISOURCE shall cause the Transfer Agent to instruct the Agent to distribute distribute, with respect to Record Holders, by means of a pro rata dividend to each Record Holder (or such Record Holder’s bank or brokerage firm on the Distribution Date the appropriate number such Record Holder’s behalf) electronically, by direct registration in book-entry form, one share of such shares of Newmark Class A Common Stock and/or shares of Newmark Residential Class B Common StockStock for every three (3) shares of ALTISOURCE Common Stock held by such Record Holder, subject to Section 5.01(c) below; provided that if the shares of ALTISOURCE Common Stock held by such Record Holder are subject to any restrictions and forfeiture, the shares of Residential Class B Common Stock issued to such Record Holder in accordance with this Section 5.01 shall be subject to the same restrictions and forfeiture. It is the intent of the foregoing that the Distribution be effected on a pro rata, as the case may be, to each such holder or designated transferee or transferees of such holderif converted basis. The Distribution shall be effective at 12:01 a.m., Eastern time, 11:59 p.m. New York City time on the Distribution Date Date. On or at such other time immediately following the Distribution Date, the Agent will mail an account statement indicating the number of shares of Residential Class B Common Stock that have been registered in book-entry form in the name of each Record Holder that holds physical share certificates representing its shares of ALTISOURCE Common Stock and that is the registered holder of the shares represented by those certificates (including the amount of cash in lieu of fractional shares as the Parties may agree (the “Distribution Effective Time”provided in Section 5.01(c) below). (c) Subject to Section 4.04Record Holders who, each holder of shares of BGC Partners Class A Common Stock on the Record Date (or such holder’s designated transferee or transferees) will be entitled to receive in the Distribution a number of shares of Newmark Class A Common Stock equal to after aggregating the number of shares of BGC Partners Residential Class A B Common Stock held by (or fractions thereof) to which such holder on the Record Date multiplied by a fraction, the numerator of which is the number of shares of Newmark Class A Common Stock beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group on the Record Date and the denominator of which is the number of shares of BGC Partners Class A Common Stock outstanding Holder would be entitled on the Record Date. Subject , would be entitled to Section 4.04, each holder receive a fraction of shares a share of BGC Partners Residential Class B Common Stock on the Record Date (or such holder’s designated transferee or transferees) will be entitled to receive in the Distribution a number Distribution, will receive cash in lieu of fractional shares. Fractional shares of Newmark Residential Class B Common Stock equal will not be distributed in the Distribution nor credited to book-entry accounts. The Agent shall, as soon as practicable after the Distribution Date (a) determine the number of whole shares and fractional shares of BGC Partners Residential Class B Common Stock held by allocable to each Record Holder, (b) aggregate all such holder fractional shares into whole shares and sell the whole shares obtained thereby in open market transactions at then prevailing trading prices on behalf of holders who would otherwise be entitled to fractional share interests, and (c) distribute to each such holder, or for the Record Date multiplied by a fractionbenefit of each such beneficial owner, such holder’s or owner’s ratable share of the numerator net proceeds of which is such sale, based upon the number average gross selling price per share of shares of Newmark Residential Class B Common Stock beneficially owned after making appropriate deductions for any amount required to be withheld for United States federal income tax purposes. ALTISOURCE shall bear the cost of brokerage fees and transfer taxes incurred in connection with these sales of fractional shares, which such sales shall occur as soon after the Distribution Date as practicable and as determined by BGC Partners the Agent. None of ALTISOURCE, Residential or the applicable Agent will guarantee any other member minimum sale price for the fractional shares of the BGC Partners Inc. Group Residential Class B Common Stock. Neither ALTISOURCE nor Residential will pay any interest on the Record Date proceeds from the sale of fractional shares. The Agent will have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the denominator Agent nor the selected broker-dealers will be Affiliates of which is the number of shares of BGC Partners ALTISOURCE or Residential. Any Residential Class B Common Stock outstanding on the Record Date. (d) To enable the Distribution or cash in lieu of fractional shares with respect to be pro rata to the stockholders of BGC Partners, immediately prior to the Distribution, BGC Partners will convert or will cause the conversion (and Newmark will take all actions as may be necessary to effect such conversion) of shares of Newmark Residential Class B Common Stock beneficially owned that remains unclaimed by BGC Partners or any other member holder of record one hundred-eighty (180) days after the BGC Partners Inc. Group into shares of Newmark Class A Common Stock on a one-for-one basis, or, in the alternative, will convert or cause the conversion (and Newmark will take all actions as may Distribution Date shall be necessary delivered to effect Residential. Residential shall hold such conversion) of shares of Newmark Class A Common Stock beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group into shares of Newmark Residential Class B Common Stock on a one-for-one basis, in each case, so that and/or cash for the ratio account of shares such holder of Newmark record and any such holder of record shall look only to Residential for such Residential Class B Common Stock to shares of Newmark Class A Common Stockand/or cash, in each case beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group as of immediately prior to the Distribution, equals the ratio of shares of BGC Partners Class B Common Stock to shares of BGC Partners Class A Common Stock, in each case outstanding as of the Record Date. Any conversion of shares of Newmark Class B Common Stock into shares of Newmark Class A Common Stock or any conversion of shares of Newmark Class A Common Stock into shares of Newmark Class B Common Stock pursuant to this Section 4.01(d) shall be effected pursuant to the procedures set forth in the Newmark Charter (and, in the case of any conversion of shares of Newmark Class A Common Stock into shares of Newmark Class B Common Stock, the Exchange Agreement); provided that to the extent such conversion of shares of Newmark Class B Common Stock into shares of Newmark Class A Common Stock would result in BGC Partners not owning an amount of Newmark Common Stock (A) constituting “control” (within the meaning of Section 368(c) of the Code) of Newmark (including (x) at least 80.1% of the total voting power with respect to the election and removal of directors of the outstanding Newmark Common Stock and (y) at least 80.1% of the number of shares of any class of capital stock of Newmark not entitled to vote) or (B) satisfying the stock ownership requirements set forth in Section 1504 of the Code (provided that this clause (B) shall apply only if BGC Partners then owns an amount of Newmark Common Stock satisfying the stock ownership requirements set forth in Section 1504 of the Code), then in each case BGC Partners shall have the optionany, in lieu of such conversionfractional share interests, subject in each case to purchase additional shares of Newmark Class A Stock from Newmark for a per share purchase price equal to the volume weighted average price of a share of Newmark Class A Common Stock on the principal stock exchange on which shares of Newmark Class A Common Stock are listed for the five (5) trading days immediately preceding the date of such purchase, applicable escheat or such other per share purchase price that may be agreed by Newmark and BGC Partners. Newmark agrees that it will cooperate with BGC Partners in the event that BGC Partners determines that any other action, including recapitalization or otherwise, is necessary or advisable so that the Distribution can be pro rata to the stockholders of BGC Partnersabandoned property laws.

The Distribution. (a) BGC Partners shall have the option, in its sole discretion, to consummate the Distribution in accordance with the terms hereof. Notwithstanding anything to the contrary herein, in no event shall BGC Partners be obligated to consummate the Distribution. If requested by BGC Partners, Newmark EHP shall cooperate with BGC Partners EPC to accomplish the Distribution and shall, at BGC Partners’ directionthe direction of EPC, use its reasonable best efforts to promptly take any and all actions necessary or desirable to effect the Distribution, including the registration under the Securities Act of Newmark Common Stock on an appropriate registration form or forms to be designated by BGC Partners. BGC Partners EPC shall select any investment bank or manager in connection with the Distribution, as well as any financial printer, solicitation and/or exchange distribution agent and financial, legal, accounting and other advisors for BGC PartnersEPC. Newmark and BGC PartnersEPC or EHP, as the case may be, shall provide will provide, or cause its applicable Group Member(s) to provide, to the Agent all stock share certificates and any information required in order to complete the Distribution. All third-party costs and expenses incurred in connection with the Distribution shall be paid by BGC Partners. (b) Subject to Section 4.03, the terms and conditions set forth in this Agreement: (i) after completion of the event that BGC Partners determines to consummate the Distribution, then, Internal Reorganization and on or prior to the Distribution Date, BGC Partners shall for the benefit of and distribution to the holders of record of issued and outstanding shares of EPC Common Stock as of the close of business on the Record Date (“Record Holders”), EPC will deliver to the Agent for the benefit of holders of record of BGC Partners Common Stock on the Record Date all of the issued and outstanding shares of Newmark EHP Common Stock then owned by BGC Partners or any other member of the BGC Partners Inc. Group EPC and book-entry authorizations for such shares; (including, if such shares are represented by one or more stock certificates, such stock certificates, endorsed by BGC Partners in blank), and ii) EPC shall cause the Transfer Agent to instruct the Agent to distribute distribute, as soon as practicable following the Effective Time, to each Record Holder (or such Record Holder’s bank or brokerage firm on such Record Holder’s behalf) electronically, by direct registration in book-entry form: (A) the number of whole shares of EHP Common Stock to which such Record Holder is entitled based on the Distribution Date Ratio; and (B) cash, if applicable, in lieu of fractional shares obtained in the appropriate number of such shares of Newmark Class A Common Stock and/or shares of Newmark Class B Common Stock, as the case may be, to each such holder or designated transferee or transferees of such holder. manner provided in Section 5.02; (iii) The Distribution shall be effective at 12:01 a.m., Eastern time, a.m. New York City time on the Distribution Date or at such other time as the Parties may agree (the “Distribution Effective Time”). (civ) Subject to Section 4.04, each holder of shares of BGC Partners Class A Common Stock on the Record Date (On or such holder’s designated transferee or transferees) will be entitled to receive in as soon as practicable after the Distribution a number of shares of Newmark Class A Common Stock equal Date, the Agent will mail to each Record Holder an account statement indicating the number of shares of BGC Partners Class A EHP Common Stock held by that have been registered in book-entry form in the name of such holder on the Record Date multiplied by a fraction, the numerator of which is the number of Holder. (v) EHP agrees to provide all book-entry transfer authorizations for shares of Newmark Class A EHP Common Stock beneficially owned by BGC Partners that EPC or any other member the Agent shall require (after giving effect to Section 5.02) in order to effect the Distribution. (c) Each share of the BGC Partners Inc. Group on the Record Date and the denominator of which is the number of shares of BGC Partners Class A EHP Common Stock outstanding on the Record Date. Subject to Section 4.04, each holder of shares of BGC Partners Class B Common Stock on the Record Date (or such holder’s designated transferee or transferees) will be entitled to receive distributed in the Distribution a number of shares of Newmark Class B Common Stock equal to the number of shares of BGC Partners Class B Common Stock held by such holder on the Record Date multiplied by a fraction, the numerator of which is the number of shares of Newmark Class B Common Stock beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group on the Record Date and the denominator of which is the number of shares of BGC Partners Class B Common Stock outstanding on the Record Date. (d) To enable the Distribution to be pro rata to the stockholders of BGC Partners, immediately prior to the Distribution, BGC Partners will convert or will cause the conversion (and Newmark will take all actions as may be necessary to effect such conversion) of shares of Newmark Class B Common Stock beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group into shares of Newmark Class A Common Stock on a one-for-one basis, or, in the alternative, will convert or cause the conversion (and Newmark will take all actions as may be necessary to effect such conversion) of shares of Newmark Class A Common Stock beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group into shares of Newmark Class B Common Stock on a one-for-one basis, in each case, so that the ratio of shares of Newmark Class B Common Stock to shares of Newmark Class A Common Stock, in each case beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group as of immediately prior to the Distribution, equals the ratio of shares of BGC Partners Class B Common Stock to shares of BGC Partners Class A Common Stock, in each case outstanding as of the Record Date. Any conversion of shares of Newmark Class B Common Stock into shares of Newmark Class A Common Stock or any conversion of shares of Newmark Class A Common Stock into shares of Newmark Class B Common Stock pursuant to this Section 4.01(d) shall be effected pursuant to the procedures set forth in the Newmark Charter (andvalidly issued, in the case fully paid and nonassessable and free of any conversion of shares of Newmark Class A Common Stock into shares of Newmark Class B Common Stock, the Exchange Agreement); provided that to the extent such conversion of shares of Newmark Class B Common Stock into shares of Newmark Class A Common Stock would result in BGC Partners not owning an amount of Newmark Common Stock (A) constituting “control” (within the meaning of Section 368(c) of the Code) of Newmark (including (x) at least 80.1% of the total voting power with respect to the election and removal of directors of the outstanding Newmark Common Stock and (y) at least 80.1% of the number of shares of any class of capital stock of Newmark not entitled to vote) or (B) satisfying the stock ownership requirements set forth in Section 1504 of the Code (provided that this clause (B) shall apply only if BGC Partners then owns an amount of Newmark Common Stock satisfying the stock ownership requirements set forth in Section 1504 of the Code), then in each case BGC Partners shall have the option, in lieu of such conversion, to purchase additional shares of Newmark Class A Stock from Newmark for a per share purchase price equal to the volume weighted average price of a share of Newmark Class A Common Stock on the principal stock exchange on which shares of Newmark Class A Common Stock are listed for the five (5) trading days immediately preceding the date of such purchase, or such other per share purchase price that may be agreed by Newmark and BGC Partners. Newmark agrees that it will cooperate with BGC Partners in the event that BGC Partners determines that any other action, including recapitalization or otherwise, is necessary or advisable so that the Distribution can be pro rata to the stockholders of BGC Partnerspreemptive rights.

The Distribution. (a) BGC Partners shall have the option, in its sole discretion, to consummate the Distribution in accordance with the terms hereof. Notwithstanding anything to the contrary herein, in no event shall BGC Partners be obligated to consummate the Distribution. If requested by BGC Partners, Newmark Entertainment shall cooperate with BGC Partners CCU to accomplish the Distribution and shall, at BGC Partners’ CCU’s direction, promptly take any and all commercially reasonable actions necessary or desirable to effect the Distribution, including the registration under the Securities Act of Newmark Common Stock on an appropriate registration form or forms to be designated by BGC Partners. BGC Partners shall CCU may select any investment bank or manager in connection with the Distribution, as well as any financial printer, solicitation and/or exchange agent and financial, legal, accounting and other advisors for BGC PartnersCCU; provided that nothing herein shall prohibit Entertainment from engaging (at its own expense) its own financial, legal, accounting and other advisors in connection with the Distribution. Newmark Entertainment and BGC PartnersCCU, as the case may be, shall will provide to the Agent distribution or exchange agent to be appointed by CCU (the “Distribution Agent”), all stock share certificates and any information required in order to complete the Distribution. All third-party costs and expenses incurred in connection with the Distribution shall be paid by BGC Partners. (b) Subject to Section 4.03Sections 4.1, in the event that BGC Partners determines to consummate the Distribution, then, on or prior to the Distribution Date, BGC Partners shall deliver to the Agent for the benefit of holders of record of BGC Partners Common Stock on the Record Date all of the outstanding shares of Newmark Common Stock then owned by BGC Partners or any other member of the BGC Partners Inc. Group (including, if such shares are represented by one or more stock certificates, such stock certificates, endorsed by BGC Partners in blank), 4.4 and shall cause the Transfer Agent to instruct the Agent to distribute on the Distribution Date the appropriate number of such shares of Newmark Class A Common Stock and/or shares of Newmark Class B Common Stock, as the case may be, to each such holder or designated transferee or transferees of such holder. The Distribution shall be effective at 12:01 a.m., Eastern time, on the Distribution Date or at such other time as the Parties may agree (the “Distribution Effective Time”). (c) Subject to Section 4.044.5, each holder of shares of BGC Partners Class A CCU Common Stock on the Record Date (or such holder’s designated transferee or transferees) will be entitled to receive in the Distribution a number one share of Entertainment Common Stock for every eight shares of Newmark Class A CCU Common Stock equal held by such stockholder. No action will be necessary for any shareholder of CCU to receive Entertainment Common Stock in the Distribution. Entertainment will issue to CCU the number of shares of BGC Partners Class A Entertainment Common Stock required so that the total number of shares of Entertainment Common Stock held by such holder on CCU immediately prior to the Record Date multiplied by a fraction, Distribution is equal to the numerator of which is the total number of shares of Newmark Class A Entertainment Common Stock beneficially owned by BGC Partners or any other member of distributable in the BGC Partners Inc. Group on the Record Date and the denominator of which is the number of shares of BGC Partners Class A Common Stock outstanding on the Record DateDistribution. Subject to Section 4.04Sections 4.1, each holder 4.4, and 4.5 on or prior to the Distribution Date, CCU will deliver to the Distribution Agent for the benefit of shares holders of BGC Partners Class B CCU Common Stock on the Record Date (Date, stock certificates, endorsed by CCU in blank, representing all of the outstanding shares of Entertainment Common Stock then owned by CCU. CCU will cause the transfer agent for the CCU Common Stock to credit the appropriate number of such shares of Entertainment Common Stock to book entry accounts for each such holder or such holder’s designated transferee or transferees) transferees of such holder of CCU Common Stock. For shareholders of CCU who own CCU Common Stock through a broker or other nominee, their shares of Entertainment Common Stock will be entitled credited to receive in their respective accounts by such broker or nominee. The Distribution shall be effective at 11:59 p.m. Eastern Standard Time on the Distribution a number of shares of Newmark Class B Common Stock equal to the number of shares of BGC Partners Class B Common Stock held by such holder on the Record Date multiplied by a fraction, the numerator of which is the number of shares of Newmark Class B Common Stock beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group on the Record Date and the denominator of which is the number of shares of BGC Partners Class B Common Stock outstanding on the Record Date. (d) To enable the Distribution to be pro rata to the stockholders of BGC Partners, immediately prior to the Distribution, BGC Partners will convert or will cause the conversion (and Newmark will take all actions as may be necessary to effect such conversion) of shares of Newmark Class B Common Stock beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group into shares of Newmark Class A Common Stock on a one-for-one basis, or, in the alternative, will convert or cause the conversion (and Newmark will take all actions as may be necessary to effect such conversion) of shares of Newmark Class A Common Stock beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group into shares of Newmark Class B Common Stock on a one-for-one basis, in each case, so that the ratio of shares of Newmark Class B Common Stock to shares of Newmark Class A Common Stock, in each case beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group as of immediately prior to the Distribution, equals the ratio of shares of BGC Partners Class B Common Stock to shares of BGC Partners Class A Common Stock, in each case outstanding as of the Record Date. Any conversion of shares of Newmark Class B Common Stock into shares of Newmark Class A Common Stock or any conversion of shares of Newmark Class A Common Stock into shares of Newmark Class B Common Stock pursuant to this Section 4.01(d) shall be effected pursuant to the procedures set forth in the Newmark Charter (and, in the case of any conversion of shares of Newmark Class A Common Stock into shares of Newmark Class B Common Stock, the Exchange Agreement); provided that to the extent such conversion of shares of Newmark Class B Common Stock into shares of Newmark Class A Common Stock would result in BGC Partners not owning an amount of Newmark Common Stock (A) constituting “control” (within the meaning of Section 368(c) of the Code) of Newmark (including (x) at least 80.1% of the total voting power with respect to the election and removal of directors of the outstanding Newmark Common Stock and (y) at least 80.1% of the number of shares of any class of capital stock of Newmark not entitled to vote) or (B) satisfying the stock ownership requirements set forth in Section 1504 of the Code (provided that this clause (B) shall apply only if BGC Partners then owns an amount of Newmark Common Stock satisfying the stock ownership requirements set forth in Section 1504 of the Code), then in each case BGC Partners shall have the option, in lieu of such conversion, to purchase additional shares of Newmark Class A Stock from Newmark for a per share purchase price equal to the volume weighted average price of a share of Newmark Class A Common Stock on the principal stock exchange on which shares of Newmark Class A Common Stock are listed for the five (5) trading days immediately preceding the date of such purchase, or such other per share purchase price that may be agreed by Newmark and BGC Partners. Newmark agrees that it will cooperate with BGC Partners in the event that BGC Partners determines that any other action, including recapitalization or otherwise, is necessary or advisable so that the Distribution can be pro rata to the stockholders of BGC Partners.

The Distribution. 013 COOPERATION PRIOR TO THE DISTRIBUTION. (a) BGC Partners Culbro and CLR shall have the optionprepare, in its sole discretion, to consummate the Distribution in accordance and CLR shall file with the terms hereof. Notwithstanding anything Commission, a Form 10 registration statement with respect to the contrary hereinregistration under the Exchange Act of the CLR Common Stock (the "Form 10 Registration Statement"). (b) Each of Culbro, in no event shall BGC Partners be obligated to consummate the Distribution. If requested by BGC Partners, Newmark Holdings and CLR shall cooperate in preparing, filing with BGC Partners the Commission and causing to accomplish become effective any registration statements or amendments thereto which are appropriate to reflect the Distribution establishment of, or amendments to, any employee benefit plans and shall, at BGC Partners’ direction, promptly take any and all actions necessary or desirable other plans contemplated by this Agreement. (c) Culbro shall file a "no-action" letter with the Commission with respect to effect the Distribution, including shall use its best efforts to receive a no-action position from the Commission that the Distribution will not require registration under the Securities Act and shall take all other action as may be necessary and appropriate (including registration of Newmark the CLR Common Stock under the Securities Act) to obtain approval under federal securities laws for the Distribution. (d) Culbro shall prepare and file with the Commission a registration statement on an Form S-4 and related proxy materials (collectively, the "Merger Proxy") with respect to effectuating the Merger, and shall take all other action as may be necessary to consummate the Merger. (e) Each of Culbro, Holdings and CLR shall take all such action as may be necessary or appropriate registration form under the securities or forms to be designated by BGC Partners. BGC Partners shall select any investment bank blue sky laws of states or manager other political subdivisions of the United States in connection with the Distributiontransactions contemplated by this Agreement and the Related Agreements. (f) Culbro and CLR shall prepare, as well as any financial printerand CLR shall file and pursue, solicitation and/or exchange agent an application to permit the listing of CLR Common Stock on NASDAQ. (g) Culbro, Holdings and financial, legal, accounting and other advisors for BGC Partners. Newmark and BGC PartnersCLR, as the case may be, shall provide make any requisite filings under the HSR Act. (h) Each of Culbro, Holdings and CLR shall use all reasonable efforts to the Agent all stock certificates and obtain any information required in order to complete the Distribution. All third-party costs and expenses incurred consents or approvals necessary or desirable in connection with the Distribution shall be paid by BGC Partners. transactions contemplated hereby, including without limitation the consents or approvals set forth on Schedule 4.01 hereto (b) Subject to Section 4.03collectively, in the event that BGC Partners determines to consummate the Distribution, then, on or prior to the Distribution Date, BGC Partners shall deliver to the Agent for the benefit of holders of record of BGC Partners Common Stock on the Record Date all of the outstanding shares of Newmark Common Stock then owned by BGC Partners or any other member of the BGC Partners Inc. Group (including, if such shares are represented by one or more stock certificates, such stock certificates, endorsed by BGC Partners in blank), and shall cause the Transfer Agent to instruct the Agent to distribute on the Distribution Date the appropriate number of such shares of Newmark Class A Common Stock and/or shares of Newmark Class B Common Stock, as the case may be, to each such holder or designated transferee or transferees of such holder. The Distribution shall be effective at 12:01 a.m., Eastern time, on the Distribution Date or at such other time as the Parties may agree (the “Distribution Effective Time”"Required Consents"). (ci) Subject Each of Culbro, Holdings and CLR shall use all reasonable efforts to Section 4.04take, each holder of shares of BGC Partners Class A Common Stock on the Record Date (or such holder’s designated transferee or transferees) will be entitled to receive in the Distribution a number of shares of Newmark Class A Common Stock equal to the number of shares of BGC Partners Class A Common Stock held by such holder on the Record Date multiplied by a fraction, the numerator of which is the number of shares of Newmark Class A Common Stock beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group on the Record Date and the denominator of which is the number of shares of BGC Partners Class A Common Stock outstanding on the Record Date. Subject to Section 4.04, each holder of shares of BGC Partners Class B Common Stock on the Record Date (or such holder’s designated transferee or transferees) will be entitled to receive in the Distribution a number of shares of Newmark Class B Common Stock equal to the number of shares of BGC Partners Class B Common Stock held by such holder on the Record Date multiplied by a fraction, the numerator of which is the number of shares of Newmark Class B Common Stock beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group on the Record Date and the denominator of which is the number of shares of BGC Partners Class B Common Stock outstanding on the Record Date. (d) To enable the Distribution cause to be pro rata taken, all actions, and to the stockholders of BGC Partnersdo, immediately prior to the Distribution, BGC Partners will convert or will cause the conversion (and Newmark will take all actions as may be necessary to effect such conversion) of shares of Newmark Class B Common Stock beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group into shares of Newmark Class A Common Stock on a one-for-one basis, or, in the alternative, will convert or cause the conversion (and Newmark will take to be done, all actions as may be things necessary to effect such conversion) of shares of Newmark Class A Common Stock beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group into shares of Newmark Class B Common Stock on a one-for-one basis, in each case, so that the ratio of shares of Newmark Class B Common Stock to shares of Newmark Class A Common Stock, in each case beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group as of immediately prior to the Distribution, equals the ratio of shares of BGC Partners Class B Common Stock to shares of BGC Partners Class A Common Stock, in each case outstanding as of the Record Date. Any conversion of shares of Newmark Class B Common Stock into shares of Newmark Class A Common Stock or any conversion of shares of Newmark Class A Common Stock into shares of Newmark Class B Common Stock pursuant to this Section 4.01(d) shall be effected pursuant to the procedures set forth in the Newmark Charter (and, in the case of any conversion of shares of Newmark Class A Common Stock into shares of Newmark Class B Common Stock, the Exchange Agreement); provided that to the extent such conversion of shares of Newmark Class B Common Stock into shares of Newmark Class A Common Stock would result in BGC Partners not owning an amount of Newmark Common Stock (A) constituting “control” (within the meaning of Section 368(c) of the Code) of Newmark (including (x) at least 80.1% of the total voting power with respect to the election and removal of directors of the outstanding Newmark Common Stock and (y) at least 80.1% of the number of shares of any class of capital stock of Newmark not entitled to vote) or (B) satisfying the stock ownership requirements set forth in Section 1504 of the Code (provided that this clause (B) shall apply only if BGC Partners then owns an amount of Newmark Common Stock satisfying the stock ownership requirements set forth in Section 1504 of the Code), then in each case BGC Partners shall have the option, in lieu of such conversiondesirable under applicable law, to purchase additional shares of Newmark Class A Stock from Newmark for a per share purchase price equal to consummate the volume weighted average price of a share of Newmark Class A Common Stock on the principal stock exchange on which shares of Newmark Class A Common Stock are listed for the five (5) trading days immediately preceding the date of such purchase, or such other per share purchase price that may be agreed by Newmark and BGC Partners. Newmark agrees that it will cooperate with BGC Partners in the event that BGC Partners determines that any other action, including recapitalization or otherwise, is necessary or advisable so that the Distribution can be pro rata to the stockholders of BGC Partnerstransactions contemplated under this Agreement.

The Distribution. (a) BGC Partners shall have Following the optioncompletion of the actions and the occurrence of the events set forth in Section 2.2 hereof, in its sole discretion, or the mutual agreement of Staff Builders and TLC that one or more of such actions need not be completed or one or more of such events need not occur prior to consummate the Distribution in accordance with the terms hereof. Notwithstanding anything to the contrary herein, in no event shall BGC Partners be obligated to consummate the Distribution. If requested by BGC Partners, Newmark shall cooperate with BGC Partners to accomplish the Distribution and shall, at BGC Partners’ direction, promptly take any and all actions necessary or desirable to effect the Distribution, including the registration under the Securities Act of Newmark Common Stock on an appropriate registration form or forms to be designated by BGC Partners. BGC Partners and provided that this Agreement shall select any investment bank or manager in connection with the Distribution, as well as any financial printer, solicitation and/or exchange agent and financial, legal, accounting and other advisors for BGC Partners. Newmark and BGC Partners, as the case may be, shall provide to the Agent all stock certificates and any information required in order to complete the Distribution. All third-party costs and expenses incurred in connection with the Distribution shall be paid by BGC Partners. (b) Subject not have been terminated at Staff Builders' election pursuant to Section 4.03, in the event that BGC Partners determines to consummate the Distribution, then7.2, on or prior to the Distribution Date, BGC Partners shall Staff Builders will deliver to the Agent for the benefit of holders of record of BGC Partners Staff Builders Common Stock on the Record Date Date, a single stock certificate, endorsed by Staff Builders in blank, representing all of the outstanding shares of Newmark TLC Common Stock then owned by BGC Partners or any other member of the BGC Partners Inc. Group (including, if such shares are represented by one or more stock certificates, such stock certificates, endorsed by BGC Partners in blank)Staff Builders, and shall cause the Transfer Agent transfer agent for the shares of Staff Builders Common Stock to instruct the Agent to distribute (or if the Agent and the transfer agent for the shares of Staff Builders Common Stock are the same, the Agent shall distribute) on the Distribution Date the appropriate number of such shares of Newmark Class A TLC Common Stock and/or shares of Newmark Class B Common Stock, as the case may be, to each such holder or designated transferee or transferees of such holder. The Distribution shall be effective at 12:01 a.m., Eastern time, on the Distribution Date or at such other time as the Parties may agree (the “Distribution Effective Time”). (cb) Subject to Section 4.042.6 hereof, each holder of shares of BGC Partners Class A Staff Builders Common Stock on the Record Date (or such holder’s 's designated transferee or transferees) will shall be entitled to receive receive, in the Distribution Distribution, a number of shares of Newmark Class A TLC Common Stock equal to the number of outstanding shares of BGC Partners Class A TLC Common Stock held owned by such holder Staff Builders on the Record Date multiplied by a fraction, the numerator of which is the number of shares of Newmark Class A Staff Builders Common Stock beneficially owned held by BGC Partners or any other member of the BGC Partners Inc. Group such holder on the Record Date Date, and the denominator of which is the number of shares of BGC Partners Class A Common Stock outstanding on the Record Date. Subject to Section 4.04, each holder of shares of BGC Partners Class B Common Stock on the Record Date (or such holder’s designated transferee or transferees) will be entitled to receive in the Distribution a number of shares of Newmark Class B Common Stock equal to the number of shares of BGC Partners Class B Common Stock held by such holder on the Record Date multiplied by a fraction, the numerator of which is the number of shares of Newmark Class B Common Stock beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group on the Record Date and the denominator of which is the number of shares of BGC Partners Class B Staff Builders Common Stock outstanding on the Record Date. (dc) To enable TLC and Staff Builders, as the case may be, will provide to the Agent all share certificates and any information required in order to complete the Distribution to be pro rata to the stockholders of BGC Partners, immediately prior to the Distribution, BGC Partners will convert or will cause the conversion (and Newmark will take all actions as may be necessary to effect such conversion) of shares of Newmark Class B Common Stock beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group into shares of Newmark Class A Common Stock on a one-for-one basis, or, in the alternative, will convert or cause the conversion (and Newmark will take all actions as may be necessary to effect such conversion) of shares of Newmark Class A Common Stock beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group into shares of Newmark Class B Common Stock on a one-for-one basis, in each case, so that the ratio of shares of Newmark Class B Common Stock to shares of Newmark Class A Common Stock, in each case beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group as of immediately prior to the Distribution, equals the ratio of shares of BGC Partners Class B Common Stock to shares of BGC Partners Class A Common Stock, in each case outstanding as of the Record Date. Any conversion of shares of Newmark Class B Common Stock into shares of Newmark Class A Common Stock or any conversion of shares of Newmark Class A Common Stock into shares of Newmark Class B Common Stock pursuant to this Section 4.01(d) shall be effected pursuant to the procedures set forth in the Newmark Charter (and, in the case of any conversion of shares of Newmark Class A Common Stock into shares of Newmark Class B Common Stock, the Exchange Agreement); provided that to the extent such conversion of shares of Newmark Class B Common Stock into shares of Newmark Class A Common Stock would result in BGC Partners not owning an amount of Newmark Common Stock (A) constituting “control” (within the meaning of Section 368(c) of the Code) of Newmark (including (x) at least 80.1% of the total voting power with respect to the election and removal of directors of the outstanding Newmark Common Stock and (y) at least 80.1% of the number of shares of any class of capital stock of Newmark not entitled to vote) or (B) satisfying the stock ownership requirements set forth in Section 1504 of the Code (provided that this clause (B) shall apply only if BGC Partners then owns an amount of Newmark Common Stock satisfying the stock ownership requirements set forth in Section 1504 of the Code), then in each case BGC Partners shall have the option, in lieu of such conversion, to purchase additional shares of Newmark Class A Stock from Newmark for a per share purchase price equal to the volume weighted average price of a share of Newmark Class A Common Stock on the principal stock exchange on which shares of Newmark Class A Common Stock are listed for the five (5) trading days immediately preceding the date of such purchase, or such other per share purchase price that may be agreed by Newmark and BGC Partners. Newmark agrees that it will cooperate with BGC Partners in the event that BGC Partners determines that any other action, including recapitalization or otherwise, is necessary or advisable so that the Distribution can be pro rata to the stockholders of BGC Partnersbasis specified above.

The Distribution. (a) BGC Partners shall have the option, in its sole discretion, to consummate the Distribution in accordance with the terms hereof. Notwithstanding anything to the contrary herein, in no event shall BGC Partners be obligated to consummate the Distribution. If requested by BGC Partners, Newmark BHS shall cooperate with BGC Partners Brink’s to accomplish the Distribution and shall, at BGC Partners’ directionthe direction of Brink’s, promptly take any and all actions necessary or desirable to effect the Distribution, including the registration under the Securities Act of Newmark Common Stock on an appropriate registration form or forms to be designated by BGC Partners. BGC Partners Brink’s shall select any investment bank or manager in connection with the Distribution, as well as any financial printer, solicitation and/or exchange agent and financial, legal, accounting and other advisors for BGC PartnersBrink’s. Newmark Brink’s and BGC PartnersBHS, as the case may be, shall provide will provide, or cause the applicable member of its Group to provide, to the Agent all stock share certificates and any information required in order to complete the Distribution. All third-party costs and expenses incurred in connection with the Distribution shall be paid by BGC Partners. (b) Subject to Section 4.03the terms and conditions set forth in this Agreement, in the event that BGC Partners determines to consummate the Distribution, then, (i) on or prior to the Distribution Date, BGC Partners shall Brink’s will deliver to the Agent for the benefit of holders of record as of BGC Partners the Distribution Date of all the shares of Brink’s Common Stock that were outstanding on the Record Date all Date, including any Person to whom any holder of shares of Brink’s Common Stock as of the Record Date transfers, after the Record Date but prior to the Distribution Date, such shares of Brink’s Common Stock (all such holders of record as of the Distribution Date, the “Record Holders”), all the issued and outstanding shares of Newmark BHS Common Stock then owned by BGC Partners Brink’s or any other member of the BGC Partners Inc. Brink’s Group (including, if and book-entry transfer authorizations for such shares are represented by one or more stock certificatesand (ii) on the Distribution Date, such stock certificates, endorsed by BGC Partners in blank), and Brink’s shall cause the Transfer Agent to instruct the Agent to distribute on the Distribution Date the appropriate number distribute, by means of such shares of Newmark Class A Common Stock and/or shares of Newmark Class B Common Stock, as the case may bea pro rata dividend, to each Record Holder (or such holder Record Holder’s bank or designated transferee or transferees brokerage firm on such Record Holder’s behalf) electronically, by direct registration in book-entry form, one share of BHS Common Stock for each share of Brink’s Common Stock held by such holderRecord Holder. The Distribution shall be effective at 12:01 a.m., Eastern time, 11:59 p.m. New York city time on the Distribution Date Date. On or at such other time as the Parties may agree (the “Distribution Effective Time”). (c) Subject to Section 4.04, each holder of shares of BGC Partners Class A Common Stock on the Record Date (or such holder’s designated transferee or transferees) will be entitled to receive in immediately following the Distribution a number of shares of Newmark Class A Common Stock equal to Date, the Agent will mail an account statement indicating the number of shares of BGC Partners Class A BHS Common Stock held by such holder on that have been registered in book-entry form in the name of each Record Date multiplied by a fraction, the numerator of which is the number of Holder that holds physical share certificates representing its shares of Newmark Class A Common Stock beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group on the Record Date and the denominator of which is the number of shares of BGC Partners Class A Common Stock outstanding on the Record Date. Subject to Section 4.04, each holder of shares of BGC Partners Class B Common Stock on the Record Date (or such holderBrink’s designated transferee or transferees) will be entitled to receive in the Distribution a number of shares of Newmark Class B Common Stock equal to the number of shares of BGC Partners Class B Common Stock held by such holder on the Record Date multiplied by a fraction, the numerator of which is the number of shares of Newmark Class B Common Stock beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group on the Record Date and the denominator of which is the number of shares of BGC Partners Class B Common Stock outstanding on the Record Date. (d) To enable the Distribution to be pro rata to the stockholders of BGC Partners, immediately prior to the Distribution, BGC Partners will convert or will cause the conversion (and Newmark will take all actions as may be necessary to effect such conversion) of shares of Newmark Class B Common Stock beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group into shares of Newmark Class A Common Stock on a one-for-one basis, or, in the alternative, will convert or cause the conversion (and Newmark will take all actions as may be necessary to effect such conversion) of shares of Newmark Class A Common Stock beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group into shares of Newmark Class B Common Stock on a one-for-one basis, in each case, so that the ratio of shares of Newmark Class B Common Stock to shares of Newmark Class A Common Stock, in each case beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group as of immediately prior to the Distribution, equals the ratio of shares of BGC Partners Class B Common Stock to shares of BGC Partners Class A Common Stock, in each case outstanding as of the Record Date. Any conversion of shares of Newmark Class B Common Stock into shares of Newmark Class A Common Stock or any conversion of shares of Newmark Class A Common Stock into shares of Newmark Class B Common Stock pursuant to this Section 4.01(d) shall be effected pursuant to the procedures set forth in the Newmark Charter (and, in the case of any conversion of shares of Newmark Class A Common Stock into shares of Newmark Class B Common Stock, the Exchange Agreement); provided that to the extent such conversion of shares of Newmark Class B Common Stock into shares of Newmark Class A Common Stock would result in BGC Partners not owning an amount of Newmark Common Stock (A) constituting “control” (within the meaning of Section 368(c) of the Code) of Newmark (including (x) at least 80.1% of the total voting power with respect to the election and removal of directors of the outstanding Newmark Common Stock and (y) at least 80.1% that is the registered holder of the number of shares of any class of capital stock of Newmark not entitled to vote) or (B) satisfying the stock ownership requirements set forth in Section 1504 of the Code (provided that this clause (B) shall apply only if BGC Partners then owns an amount of Newmark Common Stock satisfying the stock ownership requirements set forth in Section 1504 of the Code), then in each case BGC Partners shall have the option, in lieu of such conversion, to purchase additional shares of Newmark Class A Stock from Newmark for a per share purchase price equal to the volume weighted average price of a share of Newmark Class A Common Stock on the principal stock exchange on which shares of Newmark Class A Common Stock are listed for the five (5) trading days immediately preceding the date of such purchase, or such other per share purchase price that may be agreed represented by Newmark and BGC Partners. Newmark agrees that it will cooperate with BGC Partners in the event that BGC Partners determines that any other action, including recapitalization or otherwise, is necessary or advisable so that the Distribution can be pro rata to the stockholders of BGC Partnersthose certificates.

The Distribution. 4.1. The Distribution (a) BGC Partners shall have the option, in its sole discretion, to consummate the Distribution in accordance with the terms hereof. Notwithstanding anything to the contrary herein, in no event shall BGC Partners be obligated to consummate the Distribution. If requested by BGC Partners, Newmark Agere shall cooperate with BGC Partners Lucent to accomplish the Distribution and shall, at BGC Partners’ Lucent's direction, promptly take any and all actions necessary or desirable to effect the Distribution, including including, without limitation, the registration under the Securities Act of Newmark Agere Common Stock on an appropriate registration form or forms to be designated by BGC PartnersLucent. BGC Partners Lucent shall select any investment bank or manager in connection with the Distribution, as well as any financial printer, solicitation and/or exchange agent and financial, legal, accounting and other advisors for BGC PartnersLucent; provided that nothing herein shall prohibit Agere from engaging (at its own expense) its own financial, legal, accounting and other advisors in connection with the Distribution. Newmark Agere and BGC PartnersLucent, as the case may be, shall will provide to the Agent all stock share certificates and any information required in order to complete the Distribution. All third-party costs and expenses incurred in connection with the Distribution shall be paid by BGC Partners. (b) In the event that Lucent determines that the Distribution will be a spinoff, this Section 4.1(b) shall be effective and shall apply to such spinoff. (i) Subject to Section 4.03, in the event that BGC Partners determines to consummate the Distribution, then4.3 hereof, on or prior to the Distribution Date, BGC Partners shall Lucent will deliver to the Agent for the benefit of holders of record of BGC Partners Lucent Common Stock on the Record Date Date, a single stock certificate, endorsed by Lucent in blank, representing all of the outstanding shares of Newmark Agere Common Stock then owned by BGC Partners Lucent or any other member of the BGC Partners Inc. Group (including, if such shares are represented by one or more stock certificates, such stock certificates, endorsed by BGC Partners in blank)Lucent Group, and shall cause the Transfer Agent transfer agent for the shares of Lucent Common Stock to instruct the Agent to distribute on the Distribution Date the appropriate number of such shares of Newmark Class A Agere Common Stock and/or shares of Newmark Class B Common Stock, as the case may be, to each such holder or designated transferee or transferees of such holder. The Distribution shall be effective at 12:01 a.m., 11:59 p.m. Eastern time, Standard Time on the Distribution Date or at such other time as the Parties may agree (the “Distribution Effective Time”)Date. (cii) Subject to Section 4.044.4, each holder of shares of BGC Partners Class A Lucent Common Stock on the Record Date (or such holder’s 's designated transferee or transferees) will be entitled to receive in the Distribution a number of shares of Newmark Class A Agere Common Stock equal to the number of shares of BGC Partners Class A Lucent Common Stock held by such holder on the Record Date multiplied by a fraction, fraction the numerator of which is the number of shares of Newmark Class A Agere Common Stock beneficially owned by BGC Partners Lucent or any other member of the BGC Partners Inc. Lucent Group on the Record Date and the denominator of which is the number of shares of BGC Partners Class A Common Stock outstanding on the Record Date. Subject to Section 4.04, each holder of shares of BGC Partners Class B Common Stock on the Record Date (or such holder’s designated transferee or transferees) will be entitled to receive in the Distribution a number of shares of Newmark Class B Common Stock equal to the number of shares of BGC Partners Class B Common Stock held by such holder on the Record Date multiplied by a fraction, the numerator of which is the number of shares of Newmark Class B Common Stock beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group on the Record Date and the denominator of which is the number of shares of BGC Partners Class B Lucent Common Stock outstanding on the Record Date. (d) To enable the Distribution to be pro rata to the stockholders of BGC Partners, immediately prior 4.2. Actions Prior to the Distribution (a) Lucent and Agere shall prepare and mail, BGC Partners will convert or will cause prior to any Distribution Date, to the conversion (holders of Lucent Common Stock, such information concerning Agere, its business, operations and Newmark will take all actions management, the Distribution and such other matters as Lucent shall reasonably determine and as may be necessary to effect such conversion) of shares of Newmark Class B Common Stock beneficially owned required by BGC Partners or any other member of the BGC Partners Inc. Group into shares of Newmark Class A Common Stock on a one-for-one basislaw. Lucent and Agere will prepare, orand Agere will, in the alternative, will convert or cause the conversion (and Newmark will take all actions as may be necessary to effect such conversion) of shares of Newmark Class A Common Stock beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group into shares of Newmark Class B Common Stock on a one-for-one basis, in each case, so that the ratio of shares of Newmark Class B Common Stock to shares of Newmark Class A Common Stock, in each case beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group as of immediately prior to the Distribution, equals the ratio of shares of BGC Partners Class B Common Stock to shares of BGC Partners Class A Common Stock, in each case outstanding as of the Record Date. Any conversion of shares of Newmark Class B Common Stock into shares of Newmark Class A Common Stock or any conversion of shares of Newmark Class A Common Stock into shares of Newmark Class B Common Stock pursuant to this Section 4.01(d) shall be effected pursuant to the procedures set forth in the Newmark Charter (and, in the case of any conversion of shares of Newmark Class A Common Stock into shares of Newmark Class B Common Stock, the Exchange Agreement); provided that to the extent required under applicable law, file with the Commission any such conversion of shares of Newmark Class B Common Stock into shares of Newmark Class A Common Stock would result in BGC Partners not owning an amount of Newmark Common Stock (A) constituting “control” (within the meaning of Section 368(c) of the Code) of Newmark (including (x) at least 80.1% of the total voting power with respect to the election documentation and removal of directors of the outstanding Newmark Common Stock and (y) at least 80.1% of the number of shares of any class of capital stock of Newmark not entitled to vote) or (B) satisfying the stock ownership requirements set forth in Section 1504 of the Code (provided that this clause (B) shall apply only if BGC Partners then owns an amount of Newmark Common Stock satisfying the stock ownership requirements set forth in Section 1504 of the Code), then in each case BGC Partners shall have the option, in lieu of such conversion, to purchase additional shares of Newmark Class A Stock from Newmark for a per share purchase price equal to the volume weighted average price of a share of Newmark Class A Common Stock on the principal stock exchange on which shares of Newmark Class A Common Stock are listed for the five (5) trading days immediately preceding the date of such purchase, or such other per share purchase price that may be agreed by Newmark and BGC Partners. Newmark agrees that it will cooperate with BGC Partners in the event that BGC Partners determines that any other action, including recapitalization or otherwise, is necessary or advisable so that the Distribution can be pro rata to the stockholders of BGC Partners.any

The Distribution. (a) BGC Partners shall have PC Mall intends, following the optionconsummation of the IPO, to complete the Distribution no sooner than 180 days following the completion of the IPO (the “Distribution Date”). PC Mall will, in its sole and absolute discretion, to consummate determine the date of the consummation of the Distribution in accordance with and all terms of the Distribution, including without limitation, the form, structure and terms hereof. Notwithstanding anything of any transaction(s) and/or offering(s) to effect the Distribution and the timing of and conditions to the contrary herein, in no event shall BGC Partners be obligated to consummate consummation of the Distribution. If requested In addition, PC Mall may, at any time and from time to time until the completion of the Distribution, modify or change the terms of the Distribution, including, without limitation, by BGC Partners, Newmark shall accelerating or delaying the timing of the consummation of all or part of the Distribution. eCOST will cooperate with BGC Partners PC Mall in all respects to accomplish the Distribution and shallwill, at BGC Partners’ PC Mall’s direction, promptly take any and all actions necessary or desirable to effect the Distribution, including including, without limitation, to the extent necessary, the registration under the Securities Act and the Exchange Act of Newmark the eCOST Common Stock on an appropriate registration form or forms to be designated by BGC PartnersPC Mall. BGC Partners shall PC Mall will select any investment bank or manager banker(s) and manager(s) in connection with the Distribution, as well as any financial printer, solicitation and/or exchange agent and financial, legal, accounting and other advisors for BGC Partners. Newmark PC Mall, provided, however, that nothing in this Agreement will prohibit eCOST from engaging (at its own expense) its own financial, legal, accounting and BGC Partners, as the case may be, shall provide to the Agent all stock certificates and any information required in order to complete the Distribution. All third-party costs and expenses incurred other advisors in connection with the Distribution shall be paid by BGC PartnersDistribution. (b) Subject to Section 4.03, in the event that BGC Partners determines to consummate the Distribution, then4.3 hereof, on or prior to the Distribution Date, BGC Partners shall PC Mall will deliver to the Agent for the benefit of holders of record of BGC Partners PC Mall Common Stock on the Record Date Date, a single stock certificate, endorsed by PC Mall in blank, representing all of the outstanding shares of Newmark eCOST Common Stock then owned directly or indirectly by BGC Partners or any other member of the BGC Partners Inc. Group (including, if such shares are represented by one or more stock certificates, such stock certificates, endorsed by BGC Partners in blank)PC Mall, and shall cause the Transfer Agent transfer agent for the shares of PC Mall Common Stock to instruct the Agent to distribute on the Distribution Date the appropriate number of such shares of Newmark Class A eCOST Common Stock and/or shares of Newmark Class B Common Stock, as the case may be, to each such holder or designated transferee or transferees of such holder. The Distribution shall be effective at 12:01 a.m., Eastern time, on the Distribution Date or at such other time as the Parties may agree (the “Distribution Effective Time”). (c) Subject to Section 4.044.4, each holder of shares of BGC Partners Class A PC Mall Common Stock on the Record Date (or such holder’s designated transferee or transferees) will be entitled to receive in the Distribution a number of shares of Newmark Class A eCOST Common Stock equal to the number of shares of BGC Partners Class A PC Mall Common Stock held by such holder on the Record Date multiplied by a fraction, the numerator of which is the number of shares of Newmark Class A eCOST Common Stock beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group PC Mall on the Record Date and the denominator of which is the number of shares of BGC Partners Class A Common Stock outstanding on the Record Date. Subject to Section 4.04, each holder of shares of BGC Partners Class B Common Stock on the Record Date (or such holder’s designated transferee or transferees) will be entitled to receive in the Distribution a number of shares of Newmark Class B Common Stock equal to the number of shares of BGC Partners Class B Common Stock held by such holder on the Record Date multiplied by a fraction, the numerator of which is the number of shares of Newmark Class B Common Stock beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group on the Record Date and the denominator of which is the number of shares of BGC Partners Class B PC Mall Common Stock outstanding on the Record Date. (d) To enable eCOST and PC Mall, as the case may be, will provide to the Agent all share certificates and any information required in order to complete the Distribution on the basis specified above. (e) Following the Effective Time, and until such eCOST Common Stock is duly transferred in accordance with applicable law, eCOST will regard the Persons entitled to receive such eCOST Common Stock as record holders of eCOST Common Stock in accordance with the terms of the Distribution without requiring any action on the part of such Persons. eCOST agrees that, subject to any transfers of such stock, (i) each such holder will be pro rata entitled to receive all dividends payable on, and exercise voting rights and all other rights and privileges with respect to, the stockholders of BGC Partners, immediately prior to the Distribution, BGC Partners will convert or will cause the conversion (and Newmark will take all actions as may be necessary to effect such conversion) of shares of Newmark Class B eCOST Common Stock beneficially owned then held by BGC Partners such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive one or any more certificates representing, or other member evidence of ownership of, the BGC Partners Inc. Group into shares of Newmark Class A eCOST Common Stock on a one-for-one basis, or, in the alternative, will convert or cause the conversion (and Newmark will take all actions as may be necessary to effect then held by such conversion) of shares of Newmark Class A Common Stock beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group into shares of Newmark Class B Common Stock on a one-for-one basis, in each case, so that the ratio of shares of Newmark Class B Common Stock to shares of Newmark Class A Common Stock, in each case beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group as of immediately prior to the Distribution, equals the ratio of shares of BGC Partners Class B Common Stock to shares of BGC Partners Class A Common Stock, in each case outstanding as of the Record Date. Any conversion of shares of Newmark Class B Common Stock into shares of Newmark Class A Common Stock or any conversion of shares of Newmark Class A Common Stock into shares of Newmark Class B Common Stock pursuant to this Section 4.01(d) shall be effected pursuant to the procedures set forth in the Newmark Charter (and, in the case of any conversion of shares of Newmark Class A Common Stock into shares of Newmark Class B Common Stock, the Exchange Agreement); provided that to the extent such conversion of shares of Newmark Class B Common Stock into shares of Newmark Class A Common Stock would result in BGC Partners not owning an amount of Newmark Common Stock (A) constituting “control” (within the meaning of Section 368(c) of the Code) of Newmark (including (x) at least 80.1% of the total voting power with respect to the election and removal of directors of the outstanding Newmark Common Stock and (y) at least 80.1% of the number of shares of any class of capital stock of Newmark not entitled to vote) or (B) satisfying the stock ownership requirements set forth in Section 1504 of the Code (provided that this clause (B) shall apply only if BGC Partners then owns an amount of Newmark Common Stock satisfying the stock ownership requirements set forth in Section 1504 of the Code), then in each case BGC Partners shall have the option, in lieu of such conversion, to purchase additional shares of Newmark Class A Stock from Newmark for a per share purchase price equal to the volume weighted average price of a share of Newmark Class A Common Stock on the principal stock exchange on which shares of Newmark Class A Common Stock are listed for the five (5) trading days immediately preceding the date of such purchase, or such other per share purchase price that may be agreed by Newmark and BGC Partners. Newmark agrees that it will cooperate with BGC Partners in the event that BGC Partners determines that any other action, including recapitalization or otherwise, is necessary or advisable so that the Distribution can be pro rata to the stockholders of BGC Partnersholder.

The Distribution. (a) BGC Partners shall have the option, in its sole discretion, to consummate the Distribution in accordance with the terms hereof. Notwithstanding anything to the contrary herein, in no event shall BGC Partners be obligated to consummate the Distribution. If requested by BGC Partners, Newmark Entertainment shall cooperate with BGC Partners CCU to accomplish the Distribution and shall, at BGC Partners’ CCU’s direction, promptly take any and all commercially reasonable actions necessary or desirable to effect the Distribution, including the registration under the Securities Act of Newmark Common Stock on an appropriate registration form or forms to be designated by BGC Partners. BGC Partners shall CCU may select any investment bank or manager in connection with the Distribution, as well as any financial printer, solicitation and/or exchange agent and financial, legal, accounting and other advisors for BGC PartnersCCU; provided that nothing herein shall prohibit Entertainment from engaging (at its own expense) its own financial, legal, accounting and other advisors in connection with the Distribution. Newmark Entertainment and BGC PartnersCCU, as the case may be, shall will provide to the Agent distribution or exchange agent to be appointed by CCU (the “Distribution Agent”), all stock share certificates and any information required in order to complete the Distribution. All third-party costs and expenses incurred in connection with the Distribution shall be paid by BGC Partners. (b) Subject to Section 4.03Sections 4.1, in the event that BGC Partners determines to consummate the Distribution, then, on or prior to the Distribution Date, BGC Partners shall deliver to the Agent for the benefit of holders of record of BGC Partners Common Stock on the Record Date all of the outstanding shares of Newmark Common Stock then owned by BGC Partners or any other member of the BGC Partners Inc. Group (including, if such shares are represented by one or more stock certificates, such stock certificates, endorsed by BGC Partners in blank), 4.4 and shall cause the Transfer Agent to instruct the Agent to distribute on the Distribution Date the appropriate number of such shares of Newmark Class A Common Stock and/or shares of Newmark Class B Common Stock, as the case may be, to each such holder or designated transferee or transferees of such holder. The Distribution shall be effective at 12:01 a.m., Eastern time, on the Distribution Date or at such other time as the Parties may agree (the “Distribution Effective Time”). (c) Subject to Section 4.044.5, each holder of shares of BGC Partners Class A CCU Common Stock on the Record Date (or such holder’s designated transferee or transferees) will be entitled to receive in the Distribution a number one share of Entertainment Common Stock for every [ ] shares of Newmark Class A CCU Common Stock equal held by such stockholder. No action will be necessary for any shareholder of CCU to receive Entertainment Common Stock in the Distribution. Entertainment will issue to CCU the number of shares of BGC Partners Class A Entertainment Common Stock required so that the total number of shares of Entertainment Common Stock held by such holder on CCU immediately prior to the Record Date multiplied by a fraction, Distribution is equal to the numerator of which is the total number of shares of Newmark Class A Entertainment Common Stock beneficially owned by BGC Partners or any other member of distributable in the BGC Partners Inc. Group on the Record Date and the denominator of which is the number of shares of BGC Partners Class A Common Stock outstanding on the Record DateDistribution. Subject to Section 4.04Sections 4.1, each holder 4.4, and 4.5 on or prior to the Distribution Date, CCU will deliver to the Distribution Agent for the benefit of shares holders of BGC Partners Class B CCU Common Stock on the Record Date (Date, stock certificates, endorsed by CCU in blank, representing all of the outstanding shares of Entertainment Common Stock then owned by CCU. CCU will cause the transfer agent for the CCU Common Stock to credit the appropriate class and number of such shares of Entertainment Common Stock to book entry accounts for each such holder or such holder’s designated transferee or transferees) transferees of such holder of CCU Common Stock. For shareholders of CCU who own CCU Common Stock through a broker or other nominee, their shares of Entertainment Common Stock will be entitled credited to receive in their respective accounts by such broker or nominee. The Distribution shall be effective at 11:59 p.m. Eastern Standard Time on the Distribution a number of shares of Newmark Class B Common Stock equal to the number of shares of BGC Partners Class B Common Stock held by such holder on the Record Date multiplied by a fraction, the numerator of which is the number of shares of Newmark Class B Common Stock beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group on the Record Date and the denominator of which is the number of shares of BGC Partners Class B Common Stock outstanding on the Record Date. (d) To enable the Distribution to be pro rata to the stockholders of BGC Partners, immediately prior to the Distribution, BGC Partners will convert or will cause the conversion (and Newmark will take all actions as may be necessary to effect such conversion) of shares of Newmark Class B Common Stock beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group into shares of Newmark Class A Common Stock on a one-for-one basis, or, in the alternative, will convert or cause the conversion (and Newmark will take all actions as may be necessary to effect such conversion) of shares of Newmark Class A Common Stock beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group into shares of Newmark Class B Common Stock on a one-for-one basis, in each case, so that the ratio of shares of Newmark Class B Common Stock to shares of Newmark Class A Common Stock, in each case beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group as of immediately prior to the Distribution, equals the ratio of shares of BGC Partners Class B Common Stock to shares of BGC Partners Class A Common Stock, in each case outstanding as of the Record Date. Any conversion of shares of Newmark Class B Common Stock into shares of Newmark Class A Common Stock or any conversion of shares of Newmark Class A Common Stock into shares of Newmark Class B Common Stock pursuant to this Section 4.01(d) shall be effected pursuant to the procedures set forth in the Newmark Charter (and, in the case of any conversion of shares of Newmark Class A Common Stock into shares of Newmark Class B Common Stock, the Exchange Agreement); provided that to the extent such conversion of shares of Newmark Class B Common Stock into shares of Newmark Class A Common Stock would result in BGC Partners not owning an amount of Newmark Common Stock (A) constituting “control” (within the meaning of Section 368(c) of the Code) of Newmark (including (x) at least 80.1% of the total voting power with respect to the election and removal of directors of the outstanding Newmark Common Stock and (y) at least 80.1% of the number of shares of any class of capital stock of Newmark not entitled to vote) or (B) satisfying the stock ownership requirements set forth in Section 1504 of the Code (provided that this clause (B) shall apply only if BGC Partners then owns an amount of Newmark Common Stock satisfying the stock ownership requirements set forth in Section 1504 of the Code), then in each case BGC Partners shall have the option, in lieu of such conversion, to purchase additional shares of Newmark Class A Stock from Newmark for a per share purchase price equal to the volume weighted average price of a share of Newmark Class A Common Stock on the principal stock exchange on which shares of Newmark Class A Common Stock are listed for the five (5) trading days immediately preceding the date of such purchase, or such other per share purchase price that may be agreed by Newmark and BGC Partners. Newmark agrees that it will cooperate with BGC Partners in the event that BGC Partners determines that any other action, including recapitalization or otherwise, is necessary or advisable so that the Distribution can be pro rata to the stockholders of BGC Partners.

The Distribution. (a) BGC Partners shall have the option, in its sole discretion, to consummate the Distribution in accordance with the terms hereof. Notwithstanding anything to the contrary herein, in no event shall BGC Partners be obligated to consummate the Distribution. If requested by BGC Partners, Newmark AAMC shall cooperate with BGC Partners ALTISOURCE to accomplish the Distribution and shall, at BGC Partners’ directionthe direction of ALTISOURCE, promptly take any and all actions necessary or desirable to effect the Distribution, including the registration under the Securities Act of Newmark Common Stock on an appropriate registration form or forms to be designated by BGC Partners. BGC Partners ALTISOURCE shall select any investment bank or manager in connection with the Distribution, as well as any financial printer, solicitation and/or exchange agent and financial, legal, accounting and other advisors for BGC PartnersALTISOURCE. Newmark ALTISOURCE and BGC PartnersAAMC, as the case may be, shall provide will provide, or cause the applicable member of its Group to provide, to the Agent all stock certificates share certificates, if any, and any information required in order to complete the Distribution. All third-party costs and expenses incurred in connection with the Distribution shall be paid by BGC Partners. (b) Subject to Section 4.03the terms and conditions set forth in this Agreement, in the event that BGC Partners determines to consummate the Distribution, then, (i) on or prior to the Distribution Date, BGC Partners ALTISOURCE shall deliver to the Agent for the benefit of holders of record of BGC Partners Common Stock on the Record Date Holders all of the issued and outstanding shares of Newmark AAMC Common Stock then owned by BGC Partners ALTISOURCE or any other member of the BGC Partners Inc. ALTISOURCE Group (including, if and book-entry transfer authorizations for such shares are represented by one or more stock certificatesand (ii) on the Distribution Date, such stock certificates, endorsed by BGC Partners in blank), and ALTISOURCE shall cause the Transfer Agent to instruct the Agent to distribute distribute, with respect to Record Holders, by means of a pro rata dividend to each Record Holder (or such Record Holder’s bank or brokerage firm on such Record Holder’s behalf) electronically, by direct registration in book-entry form, one share of AAMC Common Stock for every ten (10) shares of ALTISOURCE Common Stock held by such Record Holder, subject to Section 5.01(c) below. It is the intent of the foregoing that the Distribution Date the appropriate number of such shares of Newmark Class A Common Stock and/or shares of Newmark Class B Common Stockbe effected on a pro rata, as the case may be, to each such holder or designated transferee or transferees of such holderif converted basis. The Distribution shall be effective at 12:01 a.m., Eastern time, 11:59 p.m. New York City time on the Distribution Date Date. On or at such other time immediately following the Distribution Date, the Agent will mail an account statement indicating the number of shares of AAMC Common Stock that have been registered in book-entry form in the name of each Record Holder that holds physical share certificates representing its shares of ALTISOURCE Common Stock and that is the registered holder of the shares represented by those certificates (including the amount of cash in lieu of fractional shares as the Parties may agree (the “Distribution Effective Time”provided in Section 5.01(c) below). (c) Subject to Section 4.04Record Holders who, each holder of shares of BGC Partners Class A Common Stock on the Record Date (or such holder’s designated transferee or transferees) will be entitled to receive in the Distribution a number of shares of Newmark Class A Common Stock equal to after aggregating the number of shares of BGC Partners Class A AAMC Common Stock held by (or fractions thereof) to which such holder on the Record Date multiplied by a fraction, the numerator of which is the number of shares of Newmark Class A Common Stock beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group on the Record Date and the denominator of which is the number of shares of BGC Partners Class A Common Stock outstanding Holder would be entitled on the Record Date. Subject to Section 4.04, each holder of shares of BGC Partners Class B Common Stock on the Record Date (or such holder’s designated transferee or transferees) will would be entitled to receive a fraction of a share of AAMC Common Stock in the Distribution, will receive cash in lieu of fractional shares. Fractional shares of AAMC Common Stock will not be distributed in the Distribution a number of shares of Newmark Class B Common Stock equal nor credited to book-entry accounts. The Agent shall, as soon as practicable after the Distribution Date (a) determine the number of whole shares and fractional shares of BGC Partners Class B AAMC Common Stock held allocable to each Record Holder, (b) aggregate all such fractional shares into whole shares and sell the whole shares obtained thereby in open market transactions at then prevailing trading prices on behalf of holders who would otherwise be entitled to fractional share interests, and (c) distribute to each such holder, or for the benefit of each such beneficial owner, such holder’s or owner’s ratable share of the net proceeds of such sale, based upon the average gross selling price per share of AAMC Common Stock after making appropriate deductions for any amount required to be withheld for United States federal income tax purposes. ALTISOURCE shall bear the cost of brokerage fees and transfer taxes incurred in connection with these sales of fractional shares, which such sales shall occur as soon after the Distribution Date as practicable and as determined by such holder the Agent. None of ALTISOURCE, AAMC or the applicable Agent will guarantee any minimum sale price for the fractional shares of AAMC Common Stock. Neither ALTISOURCE nor AAMC will pay any interest on the Record Date multiplied by a fractionproceeds from the sale of fractional shares. The Agent will have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the numerator Agent nor the selected broker-dealers will be Affiliates of which is the number of shares of Newmark Class B Common Stock beneficially owned by BGC Partners ALTISOURCE or any other member of the BGC Partners Inc. Group on the Record Date and the denominator of which is the number of shares of BGC Partners Class B Common Stock outstanding on the Record Date. (d) To enable the Distribution to be pro rata to the stockholders of BGC Partners, immediately prior to the Distribution, BGC Partners will convert or will cause the conversion (and Newmark will take all actions as may be necessary to effect such conversion) of shares of Newmark Class B Common Stock beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group into shares of Newmark Class A Common Stock on a one-for-one basis, or, in the alternative, will convert or cause the conversion (and Newmark will take all actions as may be necessary to effect such conversion) of shares of Newmark Class A Common Stock beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group into shares of Newmark Class B Common Stock on a one-for-one basis, in each case, so that the ratio of shares of Newmark Class B Common Stock to shares of Newmark Class A Common Stock, in each case beneficially owned by BGC Partners or any other member of the BGC Partners Inc. Group as of immediately prior to the Distribution, equals the ratio of shares of BGC Partners Class B Common Stock to shares of BGC Partners Class A Common Stock, in each case outstanding as of the Record DateAAMC. Any conversion of shares of Newmark Class B Common Stock into shares of Newmark Class A AAMC Common Stock or any conversion cash in lieu of fractional shares of Newmark Class A Common Stock into shares of Newmark Class B Common Stock pursuant to this Section 4.01(d) shall be effected pursuant to the procedures set forth in the Newmark Charter (and, in the case of any conversion of shares of Newmark Class A Common Stock into shares of Newmark Class B Common Stock, the Exchange Agreement); provided that to the extent such conversion of shares of Newmark Class B Common Stock into shares of Newmark Class A Common Stock would result in BGC Partners not owning an amount of Newmark Common Stock (A) constituting “control” (within the meaning of Section 368(c) of the Code) of Newmark (including (x) at least 80.1% of the total voting power with respect to the election and removal of directors of the outstanding Newmark AAMC Common Stock and that remains unclaimed by any holder of record one hundred-eighty (y180) at least 80.1% of days after the number of shares of any class of capital stock of Newmark not entitled Distribution Date shall be delivered to vote) or (B) satisfying the stock ownership requirements set forth in Section 1504 of the Code (provided that this clause (B) AAMC. AAMC shall apply only if BGC Partners then owns an amount of Newmark hold such AAMC Common Stock satisfying and/or cash for the stock ownership requirements set forth in Section 1504 account of the Code)such holder of record and any such holder of record shall look only to AAMC for such AAMC Common Stock and/or cash, then in each case BGC Partners shall have the optionif any, in lieu of such conversionfractional share interests, subject in each case to purchase additional shares of Newmark Class A Stock from Newmark for a per share purchase price equal to the volume weighted average price of a share of Newmark Class A Common Stock on the principal stock exchange on which shares of Newmark Class A Common Stock are listed for the five (5) trading days immediately preceding the date of such purchase, applicable escheat or such other per share purchase price that may be agreed by Newmark and BGC Partners. Newmark agrees that it will cooperate with BGC Partners in the event that BGC Partners determines that any other action, including recapitalization or otherwise, is necessary or advisable so that the Distribution can be pro rata to the stockholders of BGC Partnersabandoned property laws.