Newmark Group, Inc. 20,000,000 Shares of Class A Common Stock ($0.01 par value per share) Underwriting AgreementUnderwriting Agreement • December 19th, 2017 • Newmark Group, Inc. • Real estate agents & managers (for others) • New York
Newmark Group, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 20,000,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 3,000,000 additional shares (the “Optional Shares”) of Class A Common Stock, $0.01 par value per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
Standard Contracts
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BGC HOLDINGS, L.P. Amended and Restated as of December 13, 2017Partnership Agreement • December 19th, 2017 • Newmark Group, Inc. • Real estate agents & managers (for others) • Delaware
This SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (together with all exhibits, annexes and schedules hereto, this “Agreement”) of BGC Holdings, L.P., a Delaware limited partnership (the “Partnership”), dated as of December 13, 2017, is by and among BGC GP, LLC, a Delaware limited liability company (“BGC GP, LLC”), as the general partner of the Partnership, Cantor Fitzgerald, L.P., a Delaware limited partnership (“Cantor”), as a limited partner, BGC Partners, Inc., a Delaware corporation (“BGC Partners”), and 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, Newmark Group, Inc., a Delaware corporation (“Newmark”), and Newmark Holdings, L.P., a Delaware limited partnership (“Newmark 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 19th, 2017 • Newmark Group, Inc. • Real estate agents & managers (for others) • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of December 13, 2017 (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 collecti
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NEWMARK PARTNERS, L.P. Amended and Restated as of December 13, 2017Partnership Agreement • December 19th, 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 December 13, 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 December 13, 2017Tax Matters Agreement • December 19th, 2017 • Newmark Group, Inc. • Real estate agents & managers (for others) • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of December 13, 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”).
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • December 19th, 2017 • Newmark Group, Inc. • Real estate agents & managers (for others) • New York
This ADMINISTRATIVE SERVICES AGREEMENT, dated as of December 13, 2017 (this “Agreement”), is by and between (i) CANTOR FITZGERALD, L.P., a Delaware limited partnership (including any successor to Cantor Fitzgerald, L.P., whether by merger, consolidation, sale of all or substantially all of its assets or otherwise, “CFLP”), on behalf of itself and its direct and indirect, current and future, subsidiaries and affiliates, other than BGC Partners (as defined below) and Newmark (as defined below) (collectively, “Cantor”); and (ii) NEWMARK GROUP, INC., a Delaware corporation (including any successor to Newmark Group, Inc., whether by merger, consolidation, sale of all or substantially all of its assets or otherwise, “Newmark, Inc,”), on behalf of itself and its direct and indirect, current and future, subsidiaries (collectively, “Newmark”).
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • December 19th, 2017 • Newmark Group, Inc. • Real estate agents & managers (for others) • Delaware
This TAX RECEIVABLE AGREEMENT, dated as of December 13, 2017 (this “Agreement”), is by and between Cantor Fitzgerald, L.P., a Delaware limited partnership (“Cantor”), and Newmark Group, Inc., a Delaware corporation (“Newmark”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • December 19th, 2017 • Newmark Group, Inc. • Real estate agents & managers (for others) • New York
This TRANSITION SERVICES AGREEMENT, dated as of December 13, 2017 (this “Agreement”), is by and between (i) BGC PARTNERS, INC., a Delaware corporation (including any successor to BGC Partners, Inc., whether by merger, consolidation, sale of all or substantially all of its assets or otherwise, “BGCP”), on behalf of itself and its direct and indirect, current and future, subsidiaries, other than Newmark Group, Inc. and its direct and indirect, current and future, subsidiaries (collectively, “BGC Partners”); and (ii) NEWMARK GROUP, INC., a Delaware corporation (including any successor to Newmark Group, Inc., whether by merger, consolidation, sale of all or substantially all of its assets or otherwise, “Newmark, Inc.”), on behalf of itself and its direct and indirect, current and future, subsidiaries (collectively, “Newmark”).
REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • December 19th, 2017 • Newmark Group, Inc. • Real estate agents & managers (for others) • New York
This REVOLVING CREDIT AGREEMENT, dated as of December 13, 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”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 19th, 2017 • Newmark Group, Inc. • Real estate agents & managers (for others) • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of December 13, 2017 (this “Agreement”), is made by and among Newmark Group, Inc., a Delaware corporation (“Newmark”), BGC Partners, Inc., a Delaware corporation (“BGC Partners”), and Cantor Fitzgerald, L.P., a Delaware limited partnership (“Cantor”).
