AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NEWMARK HOLDINGS, L.P.Partnership Agreement • December 4th, 2017 • Newmark Group, Inc. • Real estate agents & managers (for others) • Delaware
This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (together with all exhibits, annexes and schedules hereto, this “Agreement”) of Newmark Holdings, L.P., a Delaware limited partnership (the “Partnership”), dated as of [•], 2017, is by and among Newmark GP, LLC, a Delaware limited liability company (“Newmark GP, LLC”), as the general partner; Cantor Fitzgerald, L.P., a Delaware limited partnership (“Cantor”), as a limited partner; Newmark Group, Inc. a Delaware corporation (“Newmark”), as a limited partner; the Persons to be admitted as Partners (as defined below) or otherwise parties hereto as set forth herein; and for the limited purposes set forth in Article VIII and Section 12.09, BGC Partners, Inc., a Delaware corporation (“BGC Partners”), and BGC Holdings, L.P., a Delaware limited partnership (“BGC Holdings”).
SEPARATION AND DISTRIBUTION AGREEMENT by and among BGC PARTNERS, INC., BGC HOLDINGS, L.P., BGC PARTNERS, L.P., NEWMARK GROUP, INC., NEWMARK HOLDINGS, L.P., NEWMARK PARTNERS, L.P., and solely for purposes of Sections 2.09, 6.10, 6.11, 6.12, 6.13, 6.14...Separation and Distribution Agreement • December 4th, 2017 • Newmark Group, Inc. • Real estate agents & managers (for others) • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [•] (this “Agreement”), is by and among BGC Partners, Inc., a Delaware corporation (“BGC Partners”), BGC Holdings, L.P., a Delaware limited partnership (“BGC Holdings”), BGC Partners, L.P., a Delaware limited partnership (“BGC U.S. Opco” and together with BGC Partners and BGC Holdings, the “BGC Entities”), Newmark Group, Inc., a Delaware corporation (“Newmark”), Newmark Holdings, L.P., a Delaware limited partnership (“Newmark Holdings”), Newmark Partners, L.P., a Delaware limited partnership (“Newmark Opco” and together with Newmark and Newmark Holdings, the “Newmark Entities”), and solely for purposes of Sections 2.09, 6.10, 6.11, 6.12, 6.13, 6.14 and 6.15 and Article XIII and Article IX, Cantor Fitzgerald, L.P., a Delaware limited partnership (“Cantor”), and solely for purposes of Sections 6.11 and 6.12 and Article VIII, BGC Global Holdings, L.P., a Cayman Islands limited partnership (“BGC Global Opco” and collectively, the “Par
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NEWMARK PARTNERS, L.P. Amended and Restated as of [●], 2017Partnership Agreement • December 4th, 2017 • Newmark Group, Inc. • Real estate agents & managers (for others) • Delaware
This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (together with all exhibits, annexes and schedules hereto, this “Agreement”) of Newmark Partners, L.P., a Delaware limited partnership (the “Partnership”), dated as of [●], 2017, is by and among Newmark Holdings, LLC, a Delaware limited liability company (“Newmark Holdings, LLC”), as the general partner; Newmark Holdings, L.P., a Delaware limited partnership (“Newmark Holdings”), as a limited partner; Newmark Group, Inc., a Delaware corporation (“Newmark”), as a limited partner; and the Persons to be admitted as Partners (as defined below) or otherwise parties hereto as set forth herein.
TAX MATTERS AGREEMENT by and among BGC PARTNERS, INC., BGC HOLDINGS, L.P., BGC PARTNERS, L.P., NEWMARK GROUP, INC., NEWMARK HOLDINGS, L.P. and NEWMARK PARTNERS, L.P. Dated as of [•]Tax Matters Agreement • December 4th, 2017 • Newmark Group, Inc. • Real estate agents & managers (for others) • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of [•], 2017, by and among BGC Partners, Inc., a Delaware corporation (“BGC Partners”), BGC Holdings, L.P., a Delaware limited partnership (“BGC Holdings”), BGC Partners, L.P., a Delaware limited partnership (“BGC U.S. Opco” and together with BGC Partners and BGC Holdings, the “BGC Entities”), Newmark Group, Inc., a Delaware corporation (“Newmark” and collectively with BGC Partners, the “Companies” and each a “Company”), Newmark Holdings, L.P., a Delaware limited partnership (“Newmark Holdings”), Newmark Partners, L.P., a Delaware limited partnership (“Newmark Opco” and together with Newmark and Newmark Holdings, the “Newmark Entities”).
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • December 4th, 2017 • Newmark Group, Inc. • Real estate agents & managers (for others) • Delaware
This TAX RECEIVABLE AGREEMENT, dated as of [•] (this “Agreement”), is by and between Cantor Fitzgerald, L.P., a Delaware limited partnership (“Cantor”), and Newmark Group, Inc., a Delaware corporation (“Newmark”).
REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • December 4th, 2017 • Newmark Group, Inc. • Real estate agents & managers (for others) • New York
This REVOLVING CREDIT AGREEMENT, dated as of [●], 2017, is made by and between BGC PARTNERS, INC., a Delaware corporation (“BGC”), and NEWMARK GROUP, INC., a Delaware corporation (“Newmark”). Each of BGC and Newmark is referred to herein as a “Party” and together, the “Parties”.
Newmark Holdings, L.P.Employment Agreement • December 4th, 2017 • Newmark Group, Inc. • Real estate agents & managers (for others)
BGC Holdings, L.P.Employment Agreement • December 4th, 2017 • Newmark Group, Inc. • Real estate agents & managers (for others)
EMPLOYMENT AGREEMENTEmployment Agreement • December 4th, 2017 • Newmark Group, Inc. • Real estate agents & managers (for others)
AGREEMENT, dated as of December 1, 2017, by and between Newmark Partners, L.P., together with its successors and assigns (collectively, the “Company”), and Barry M. Gosin (“Employee”) (the “Agreement”).
AMENDED AND RESTATED NOTEPromissory Note • December 4th, 2017 • Newmark Group, Inc. • Real estate agents & managers (for others) • New York
Reference is made to that Promissory Note (the “Original Note”), effective as of December 9, 2014, between BGC Partners, Inc., a Delaware corporation (“BGC Inc.”) and BGC Partners, L.P., a Delaware limited partnership (the “Company”), pursuant to which the Company agreed to pay to the order of BGC Inc. the principal sum of TWO HUNDRED NINETY-FIVE MILLION NINE HUNDRED THIRTY-FIVE THOUSAND DOLLARS ($295,935,000) on December 9, 2019 and to pay interest thereon at a rate per annum equal to (a) 5.375%, or (b) if higher, the interest rate then-applicable to BGC Inc.’s 5.375% Senior Notes due 2019 issued under the Second Supplemental Indenture, dated as of December 9, 2014, to that certain Indenture, dated as of June 26, 2012, among BGC Inc., as Issuer and U.S. Bank National Association, as Trustee (the “2019 Senior Notes”). The parties hereto acknowledge and agree that the purpose of the Original Note was for the Company to be economically responsible for and bear the obligations of BGC Inc.
