Common use of Adjustments to Exchange Ratio Clause in Contracts

Adjustments to Exchange Ratio. The Exchange Ratio as of the Newmark Separation shall be one. The Exchange Ratio shall thereafter be subject to adjustment in accordance with this Section 8.06. (a) If BGC Partners shall: (i) pay a dividend in the form of shares of BGC Partners Common Stock or make a distribution on shares of BGC Partners Common Stock in the form of shares of BGC Partners Common Stock; (ii) subdivide the outstanding shares of BGC Partners Common Stock into a greater number of shares; or (iii) combine the outstanding shares of BGC Partners Common Stock into a smaller number of shares, in each case for which there shall not be a corresponding adjustment in the number of Exchange Right Units (including pursuant to Section 4.11 of the Separation Agreement), then the Exchange Ratio in effect immediately prior to such action shall be equitably adjusted so that the holder of an Exchange Right Unit who thereafter exchanged in accordance with this Article VIII shall receive the number of shares of share capital of BGC Partners that it would have owned immediately following such action if it had exchanged its Exchange Right Units in full for shares of BGC Partners Common Stock immediately prior to such action; provided, however, that no such adjustment to the Exchange Ratio shall be made to the extent that such dividend, subdivision or combination pursuant to clauses (i) through (iii) above was made to maintain the existing BGC Ratio pursuant to a reinvestment by BGC Partners or its Subsidiaries pursuant to Section 4.11(a)(iii) of the Separation Agreement. (b) If BGC Partners shall (i) make a distribution on shares of BGC Partners Common Stock in shares of its share capital (other than BGC Partners Common Stock) or in shares of a Subsidiary; or (ii) issue by reclassification of the outstanding shares of BGC Partners Common Stock any shares of its share capital (other than BGC Partners Common Stock) or in shares of a Subsidiary, in each case, for which there shall not be a corresponding distribution or reclassification with respect to the Exchange Right Units, then in each case, the Exchange Ratio in effect immediately prior to such action shall be equitably adjusted in such manner as determined by BGC Partners so as to preserve the economic value of the exchange of the Exchange Right following such action. (c) In the event of (i) any reclassification or change of shares of BGC Partners Common Stock issuable upon exchange of the Exchange Right Units (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination, or any other change for which an adjustment is provided in Section 8.06(a) or 8.06(b)); (ii) any consolidation or merger or combination to which BGC Partners is a party other than a merger in which BGC Partners is the continuing corporation and which does not result in any reclassification of, or change (other than in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of BGC Partners Common Stock; or (iii) any sale, transfer or other disposition of all or substantially all of the assets of BGC Partners, directly or indirectly, to any Person as a result of which holders of BGC Partners Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for BGC Partners Common Stock, then BGC Partners shall take all necessary action such that the Exchange Right Units then outstanding shall be exchangeable into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale, transfer or other disposition by a holder of the number of shares of BGC Partners Common Stock deliverable upon exchange of such Exchange Right Units immediately prior to such reclassification, change, combination, consolidation, merger, sale, transfer or other disposition. The provisions of this Section 8.06(c) shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. (d) If the Partnership shall: (i) pay a distribution in the form of Exchange Right Units or make a distribution on Exchange Right Units in the form of Exchange Right Units; (ii) subdivide the outstanding Exchange Right Units into a greater number of Exchange Right Units; or (iii) combine the outstanding Exchange Right Units into a smaller number of Exchange Right Units, in each case for which there shall not be a corresponding adjustment in the number of shares of outstanding BGC Partners Common Stock, then the Exchange Ratio in effect immediately prior to such action shall be equitably adjusted so that the holder of an Exchange Right Unit who thereafter exchanged in accordance with this Article VIII shall receive the number of shares of share capital of BGC Partners that it would have owned immediately following such action if it had exchanged its Exchange Right Units in full for shares of BGC Partners Common Stock immediately prior to such action; provided, however, that no such adjustment to the Exchange Ratio shall be made to the extent that such dividend, subdivision or combination pursuant to clauses (i) through (iii) above was made to maintain the existing BGC Ratio pursuant to a reinvestment by BGC Partners or its Subsidiaries pursuant to Section 4.11(a)(iii) of the Separation Agreement. (e) If the Partnership shall make a distribution on Exchange Right Units in equity of an Opco or other subsidiary of the Partnership, then the Exchange Ratio in effect immediately prior to such action shall be adjusted in such manner as determined by BGC Partners so as to preserve the economic value of the exchange of the Exchange Right following such action.

Adjustments to Exchange Ratio. The Exchange Ratio referred to in Section I.C. shall be adjusted so as to give the Peoples Bank Corporation shareholders the economic benefit of any stock dividends, reclassifications, recapitalizations, split-ups, exchanges of shares, or combinations or subdivisions of Fifth Third Common Stock declared (with a record date prior to the Effective Time) or effected between the date of this Agreement and the Effective Time. In particular, without limiting the foregoing, if, prior to the Effective Time, Fifth Third should split, reclassify or combine the Fifth Third Common Stock, or pay a stock dividend or other stock distribution in Fifth Third Common Stock, as of a record date prior to the Newmark Separation Effective Time, appropriate adjustments (rounded to the nearest one-ten-thousandth of a share of Fifth Third Common Stock) will be made to the Exchange Ratio and the total number of shares of Fifth Third Common Stock to be issued in the transaction so as to maintain the proportional interest in Fifth Third Common Stock which the shareholders of Peoples Bank Corporation would otherwise have received. If, between the date hereof and the Effective Time, Fifth Third shall consolidate with or be merged with or into any other corporation (a "Business Combination") and the terms thereof shall provide that Fifth Third Common Stock shall be one. The Exchange Ratio converted into or exchanged for the shares of any other corporation or entity, then provision shall thereafter be subject to adjustment in accordance with this Section 8.06. (a) If BGC Partners shall: made as part of the terms of such Business Combination so that (i) pay a dividend each shareholder of Peoples Bank Corporation who would be entitled to receive shares of Fifth Third Common Stock pursuant to this Agreement shall be entitled to receive, in lieu of each share of Fifth Third Common Stock issuable to such shareholder as provided herein, the same kind and amount of securities or assets as such shareholder would have received with respect to such shares if the merger would have been consummated, and such shareholder had received shares of Fifth Third Common Stock prior to the consummation of such Business Combination. In the event between the date of this Agreement and the Effective Time, Fifth Third has declared or engaged in the form distribution of shares any of BGC Partners Common Stock its assets (other than a regular cash dividend), or make a declared or effected the distribution on shares of BGC Partners Common Stock in equity securities of any business entity to the form of shares of BGC Partners Common Stock; (ii) subdivide the outstanding shares of BGC Partners Common Stock into a greater number of shares; or (iii) combine the outstanding shares of BGC Partners Common Stock into a smaller number of shares, in each case for which there shall not be a corresponding adjustment in the number of Exchange Right Units (including pursuant to Section 4.11 of the Separation Agreement)Fifth Third shareholders, then the Exchange Ratio in effect immediately prior to such action shall be equitably adjusted increased in such amount so that the holder equivalent fair market value of an Exchange Right Unit who thereafter exchanged in accordance with this Article VIII such transaction shall receive the number of shares of share capital of BGC Partners that it would have owned immediately following such action if it had exchanged its Exchange Right Units in full for shares of BGC Partners Common Stock immediately prior to such action; provided, however, that no such adjustment also be distributed to the Exchange Ratio shall be made to the extent that such dividendPeoples Bank Corporation shareholders, subdivision or combination pursuant to clauses (i) through (iii) above was made to maintain the existing BGC Ratio pursuant to a reinvestment by BGC Partners or its Subsidiaries pursuant to Section 4.11(a)(iii) as of the Separation AgreementEffective Time. (b) If BGC Partners shall (i) make a distribution on shares of BGC Partners Common Stock in shares of its share capital (other than BGC Partners Common Stock) or in shares of a Subsidiary; or (ii) issue by reclassification of the outstanding shares of BGC Partners Common Stock any shares of its share capital (other than BGC Partners Common Stock) or in shares of a Subsidiary, in each case, for which there shall not be a corresponding distribution or reclassification with respect to the Exchange Right Units, then in each case, the Exchange Ratio in effect immediately prior to such action shall be equitably adjusted in such manner as determined by BGC Partners so as to preserve the economic value of the exchange of the Exchange Right following such action. (c) In the event of (i) any reclassification or change of shares of BGC Partners Common Stock issuable upon exchange of the Exchange Right Units (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination, or any other change for which an adjustment is provided in Section 8.06(a) or 8.06(b)); (ii) any consolidation or merger or combination to which BGC Partners is a party other than a merger in which BGC Partners is the continuing corporation and which does not result in any reclassification of, or change (other than in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of BGC Partners Common Stock; or (iii) any sale, transfer or other disposition of all or substantially all of the assets of BGC Partners, directly or indirectly, to any Person as a result of which holders of BGC Partners Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for BGC Partners Common Stock, then BGC Partners shall take all necessary action such that the Exchange Right Units then outstanding shall be exchangeable into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale, transfer or other disposition by a holder of the number of shares of BGC Partners Common Stock deliverable upon exchange of such Exchange Right Units immediately prior to such reclassification, change, combination, consolidation, merger, sale, transfer or other disposition. The provisions of this Section 8.06(c) shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. (d) If the Partnership shall: (i) pay a distribution in the form of Exchange Right Units or make a distribution on Exchange Right Units in the form of Exchange Right Units; (ii) subdivide the outstanding Exchange Right Units into a greater number of Exchange Right Units; or (iii) combine the outstanding Exchange Right Units into a smaller number of Exchange Right Units, in each case for which there shall not be a corresponding adjustment in the number of shares of outstanding BGC Partners Common Stock, then the Exchange Ratio in effect immediately prior to such action shall be equitably adjusted so that the holder of an Exchange Right Unit who thereafter exchanged in accordance with this Article VIII shall receive the number of shares of share capital of BGC Partners that it would have owned immediately following such action if it had exchanged its Exchange Right Units in full for shares of BGC Partners Common Stock immediately prior to such action; provided, however, that no such adjustment to the Exchange Ratio shall be made to the extent that such dividend, subdivision or combination pursuant to clauses (i) through (iii) above was made to maintain the existing BGC Ratio pursuant to a reinvestment by BGC Partners or its Subsidiaries pursuant to Section 4.11(a)(iii) of the Separation Agreement. (e) If the Partnership shall make a distribution on Exchange Right Units in equity of an Opco or other subsidiary of the Partnership, then the Exchange Ratio in effect immediately prior to such action shall be adjusted in such manner as determined by BGC Partners so as to preserve the economic value of the exchange of the Exchange Right following such action.

Adjustments to Exchange Ratio. The Exchange Ratio as of the Newmark Separation shall be one. The Exchange Ratio shall thereafter be subject to adjustment in accordance with this Section 8.06. (a) If BGC Partners shall: (i) pay a dividend in the form of shares of BGC Partners Common Stock or make a distribution on shares of BGC Partners Common Stock in the form of shares of BGC Partners Common Stock; Subject to clause (ii) subdivide below, in the outstanding shares of BGC Partners Common Stock into event that Buyer declares or effects a greater number of shares; stock split, stock or cash dividend (iiiother than ordinary course cash dividends declared and paid consistent with past practice) combine or other reclassification, acquisition, exchange or distribution with respect to the outstanding shares of BGC Partners Common Stock into a smaller number of sharesBuyer Shares or Buyer Preferred Stock, in each case with a record or ex-dividend date or effective date occurring after the date hereof and on or prior to the date of the Effective Time, there will be an appropriate adjustment made to the Merger Consideration so as to provide for which there shall not be a corresponding adjustment in the number inclusion therein of Exchange Right Units (including the cash, property, securities or combination thereof that each holder of Company Common Stock who has the right to receive the Merger Consideration pursuant to Section 4.11 1.2 hereof would have received had such Company Common Stock been converted into Buyer Shares or Buyer Preferred Stock as of the Separation Agreementdate hereof. (ii) If either (A) in the case of the Forward Merger, the tax opinion to the Company referred to in Section 7.3(c) hereof as to the Merger qualifying as a reorganization cannot be rendered (as reasonably determined by Kaye, ▇▇holer, Fierman, Hays & Handler, LLP), then (B) in the Exchange Ratio case of the Forward Merger, the tax opinion to Buyer referred to in effect immediately prior Section 7.2(f) as to such action shall the Merger qualifying as a reorganization cannot be equitably adjusted so rendered (as reasonably determined by Squadron, Ellenoff, Plesent & Shei▇▇▇▇▇ ▇▇▇), (C) in the case of the Forward Merger, in the reasonable judgment of the Company or Buyer, based on the advice of their respective counsel, there is a meaningful risk that the holder receipt of an Exchange Right Unit who thereafter exchanged in accordance with this Article VIII shall receive the number of shares of share capital of BGC Partners that it would have owned immediately following such action if it had exchanged its Exchange Right Units in full for shares of BGC Partners Common Stock immediately prior to such action; providedcash, howeverproperty, that no such adjustment to the Exchange Ratio shall be made to the extent that such dividend, subdivision securities or combination pursuant thereof referred to clauses in clause (i) through above would be taxable or have an adverse tax consequence to the holders of Company Common Stock or (iiiD) above was made in the case of either the Forward Merger or the Reverse Merger, the adjustment referred to maintain the existing BGC Ratio pursuant to a reinvestment by BGC Partners or its Subsidiaries pursuant to Section 4.11(a)(iii) of the Separation Agreement. (b) If BGC Partners shall in clause (i) make a distribution on shares of BGC Partners Common Stock in shares of its share capital (other than BGC Partners Common Stock) above is not possible or in shares of a Subsidiary; or (ii) issue by reclassification not possible without materially changing the tax treatment of the outstanding shares of BGC Partners Common Stock any shares of its share capital transaction referred to in clause (other than BGC Partners Common Stocki) or in shares of a Subsidiaryquestion, then, in each case, for which there Buyer (but only if requested by the Company in the case of clause (C) above) shall not be a corresponding distribution or reclassification with respect make an appropriate adjustment to the Exchange Right UnitsMerger Consideration that (x) conveys an equivalent value (taking into account, then in each caseamong other things, the Exchange Ratio in effect immediately prior to such action shall be equitably adjusted in such manner as determined by BGC Partners so as to preserve the economic value impact of the exchange of the Exchange Right following such action. (c) In the event of transaction referred to in clause (i) any reclassification or change above on the trading price of shares of BGC Partners Common Stock issuable upon exchange of the Exchange Right Units (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination, or any other change for which an adjustment is provided in Section 8.06(a) or 8.06(b)); (ii) any consolidation or merger or combination to which BGC Partners is a party other than a merger in which BGC Partners is the continuing corporation and which does not result in any reclassification of, or change (other than in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of BGC Partners Common Stock; or (iii) any sale, transfer or other disposition of all or substantially all of the assets of BGC Partners, directly or indirectly, to any Person as a result of which holders of BGC Partners Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for BGC Partners Company Common Stock, then BGC Partners shall take all necessary action such that Buyer Shares, Buyer Preferred Stock and any newly issued securities) to the Exchange Right Units then outstanding shall be exchangeable into the kind and amount holders of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale, transfer or other disposition by a holder of the number of shares of BGC Partners Company Common Stock deliverable upon exchange of such Exchange Right Units immediately prior to such reclassification, change, combination, consolidation, merger, sale, transfer or other disposition. The provisions of this Section 8.06(c) shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. (d) If as the Partnership shall: adjustments contemplated in paragraph (i) pay a distribution above, (y) in the form case of Exchange Right Units or make a distribution on Exchange Right Units the Forward Merger, allows such tax opinions to be delivered and (z) in the form case of Exchange Right Unitsthe Forward Merger, avoids the consequences referred to in clause (C) above; it being understood that, by way of illustration and not limitation, the Company's written agreement that clause (iix) subdivide the outstanding Exchange Right Units into a greater number of Exchange Right Units; or (iii) combine the outstanding Exchange Right Units into a smaller number of Exchange Right Units, in each case for which there is satisfied shall not be a corresponding adjustment in the number of shares of outstanding BGC Partners Common Stock, then the Exchange Ratio in effect immediately prior constitute conclusive evidence as to such action shall be equitably adjusted so that the holder of an Exchange Right Unit who thereafter exchanged in accordance with this Article VIII shall receive the number of shares of share capital of BGC Partners that it would have owned immediately following such action if it had exchanged its Exchange Right Units in full for shares of BGC Partners Common Stock immediately prior to such action; provided, however, that no such adjustment to the Exchange Ratio shall be made to the extent that such dividend, subdivision or combination pursuant to clauses (i) through (iii) above was made to maintain the existing BGC Ratio pursuant to a reinvestment by BGC Partners or its Subsidiaries pursuant to Section 4.11(a)(iii) of the Separation Agreementfact. (e) If the Partnership shall make a distribution on Exchange Right Units in equity of an Opco or other subsidiary of the Partnership, then the Exchange Ratio in effect immediately prior to such action shall be adjusted in such manner as determined by BGC Partners so as to preserve the economic value of the exchange of the Exchange Right following such action.

Adjustments to Exchange Ratio. The Exchange Ratio as of the Newmark Separation shall be one. The Exchange Ratio shall thereafter be subject to adjustment in accordance with this Section 8.06. (a) If BGC Partners shall: (i) pay a dividend in the form of shares of BGC Partners Common Stock or make a distribution on shares of BGC Partners Common Stock in the form of shares of BGC Partners Common Stock; Subject to clause (ii) subdivide below, in the outstanding shares of BGC Partners Common Stock into event that Buyer declares or effects a greater number of shares; stock split, stock or cash dividend (iiiother than ordinary course cash dividends declared and paid consistent with past practice) combine or other reclassification, acquisition, exchange or distribution with respect to the outstanding shares of BGC Partners Common Stock into a smaller number of sharesBuyer Shares or Buyer Preferred Stock, in each case with a record or ex-dividend date or effective date occurring after the date hereof and on or prior to the date of the Effective Time, there will be an appropriate adjustment made to the Merger Consideration so as to provide for which there shall not be a corresponding adjustment in the number inclusion therein of Exchange Right Units (including the cash, property, securities or combination thereof that each holder of Common Stock Equivalents who has the right to receive the Merger Consideration pursuant to Section 4.11 1.2 hereof would have received had such Common Stock Equivalents been converted into Buyer Shares or Buyer Preferred Stock as of the Separation Agreementdate hereof. (ii) If either (A) in the case of the Forward Merger, the tax opinion to the Company referred to in Section 7.3(c) hereof as to the Merger qualifying as a reorganization cannot be rendered (as reasonably determined by Skadden, Arps, Slate, Meagher & Flom LLP), then (B) in the Exchange Ratio case of the Forward Merger, ▇▇▇ ▇▇x o▇▇▇▇on to Buyer referred to in effect immediately prior Section 7.2(f) as to such action shall the Merger qualifying as a reorganization cannot be equitably adjusted so rendered (as reasonably determined by Squadron, Ellenoff, Plesent & Sheinfeld LLP), (C) in the case of the Forward Merger, in t▇▇ ▇▇▇▇▇▇able judgment of the Company or Buyer, based on the advice of their respective counsel, there is a meaningful risk that the holder receipt of an Exchange Right Unit who thereafter exchanged in accordance with this Article VIII shall receive the number of shares of share capital of BGC Partners that it would have owned immediately following such action if it had exchanged its Exchange Right Units in full for shares of BGC Partners Common Stock immediately prior to such action; providedcash, howeverproperty, that no such adjustment to the Exchange Ratio shall be made to the extent that such dividend, subdivision securities or combination pursuant thereof referred to clauses in clause (i) through above would be taxable or have an adverse tax consequence to the holders of Common Stock Equivalents or (iiiD) above was made in the case of either the Forward Merger or the Reverse Merger, the adjustment referred to maintain the existing BGC Ratio pursuant to a reinvestment by BGC Partners or its Subsidiaries pursuant to Section 4.11(a)(iii) of the Separation Agreement. (b) If BGC Partners shall in clause (i) make a distribution on shares of BGC Partners Common Stock in shares of its share capital (other than BGC Partners Common Stock) above is not possible or in shares of a Subsidiary; or (ii) issue by reclassification not possible without materially changing the tax treatment of the outstanding shares of BGC Partners Common Stock any shares of its share capital transaction referred to in clause (other than BGC Partners Common Stocki) or in shares of a Subsidiaryquestion, then, in each case, for which there Buyer (but only if requested by the Company in the case of clause (C) above) shall not be a corresponding distribution or reclassification with respect make an appropriate adjustment to the Exchange Right UnitsMerger Consideration that (x) conveys an equivalent value (taking into account, then in each caseamong other things, the Exchange Ratio in effect immediately prior to such action shall be equitably adjusted in such manner as determined by BGC Partners so as to preserve the economic value impact of the exchange of the Exchange Right following such action. (c) In the event of transaction referred to in clause (i) any reclassification or change above on the trading price of shares of BGC Partners Common Stock issuable upon exchange of the Exchange Right Units (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination, or any other change for which an adjustment is provided in Section 8.06(a) or 8.06(b)); (ii) any consolidation or merger or combination to which BGC Partners is a party other than a merger in which BGC Partners is the continuing corporation and which does not result in any reclassification of, or change (other than in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of BGC Partners Common Stock; or (iii) any sale, transfer or other disposition of all or substantially all of the assets of BGC Partners, directly or indirectly, to any Person as a result of which holders of BGC Partners Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for BGC Partners Common Stock, then BGC Partners shall take all necessary action such that Buyer Shares, Buyer Preferred Stock and any newly issued securities) to the Exchange Right Units then outstanding shall be exchangeable into the kind and amount holders of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale, transfer or other disposition by a holder of the number of shares of BGC Partners Common Stock deliverable upon exchange of such Exchange Right Units immediately prior to such reclassification, change, combination, consolidation, merger, sale, transfer or other disposition. The provisions of this Section 8.06(c) shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. (d) If Equivalents as the Partnership shall: adjustments contemplated in paragraph (i) pay a distribution above, (y) in the form case of Exchange Right Units or make a distribution on Exchange Right Units the Forward Merger, allows such tax opinions to be delivered and (z) in the form case of Exchange Right Unitsthe Forward Merger, avoids the consequences referred to in clause (C) above; it being understood that, by way of illustration and not limitation, the Company's written agreement that clause (iix) subdivide the outstanding Exchange Right Units into a greater number of Exchange Right Units; or (iii) combine the outstanding Exchange Right Units into a smaller number of Exchange Right Units, in each case for which there is satisfied shall not be a corresponding adjustment in the number of shares of outstanding BGC Partners Common Stock, then the Exchange Ratio in effect immediately prior constitute conclusive evidence as to such action shall be equitably adjusted so that the holder of an Exchange Right Unit who thereafter exchanged in accordance with this Article VIII shall receive the number of shares of share capital of BGC Partners that it would have owned immediately following such action if it had exchanged its Exchange Right Units in full for shares of BGC Partners Common Stock immediately prior to such action; provided, however, that no such adjustment to the Exchange Ratio shall be made to the extent that such dividend, subdivision or combination pursuant to clauses (i) through (iii) above was made to maintain the existing BGC Ratio pursuant to a reinvestment by BGC Partners or its Subsidiaries pursuant to Section 4.11(a)(iii) of the Separation Agreementfact. (e) If the Partnership shall make a distribution on Exchange Right Units in equity of an Opco or other subsidiary of the Partnership, then the Exchange Ratio in effect immediately prior to such action shall be adjusted in such manner as determined by BGC Partners so as to preserve the economic value of the exchange of the Exchange Right following such action.

Adjustments to Exchange Ratio. The Exchange Ratio as of the Newmark Separation shall be one. The Exchange Ratio shall thereafter be subject to adjustment in accordance with this Section 8.06. (a) If In the event that BGC Partners shall: : (i) pay a dividend in the form of shares of BGC Partners Common Stock or make a distribution on shares of BGC Partners Common Stock in the form of shares of BGC Partners Common Stock; ; (ii) subdivide the outstanding shares of BGC Partners Common Stock into a greater number of shares; or ; (iii) combine the outstanding shares of BGC Partners Common Stock into a smaller number of shares, ; (iv) make a distribution on shares of BGC Partners Common Stock in each case shares of its share capital other than BGC Partners Common Stock; or (v) issue by reclassification of the outstanding shares of BGC Partners Common Stock any shares of its share capital; for which there shall not be a corresponding adjustment in the number of Exchange Right Units (including pursuant to Section 4.11 of the Separation Agreement), then the Exchange Ratio in effect immediately prior to such action shall be equitably adjusted so that the holder of an Exchange Right Unit who thereafter exchanged in accordance with this Article VIII shall receive the number of shares of share capital of BGC Partners that it would have owned immediately following such action if it had exchanged its Exchange Right Units in full for shares of BGC Partners Common Stock immediately prior to such action; provided, however, that no such adjustment to the Exchange Ratio shall be made to the extent that such dividend, subdivision subdivision, combination, distribution or combination issuance pursuant to clauses (i) through (iiiv) above was made to maintain the existing BGC Ratio pursuant to a reinvestment by BGC Partners or its Subsidiaries pursuant to Section 4.11(a)(iii) of the Separation Agreement. (b) If BGC Partners shall (i) make a distribution on shares of BGC Partners Common Stock in shares of its share capital (other than BGC Partners Common Stock) or in shares of a Subsidiary; or (ii) issue by reclassification of the outstanding shares of BGC Partners Common Stock any shares of its share capital (other than BGC Partners Common Stock) or in shares of a Subsidiary, in each case, for which there shall not be a corresponding distribution or reclassification with respect to the Exchange Right Units, then in each case, the Exchange Ratio in effect immediately prior to such action shall be equitably adjusted in such manner as determined by BGC Partners so as to preserve the economic value of the exchange of the Exchange Right following such action. (c) In the event of (i) any reclassification or change of shares of BGC Partners Common Stock issuable upon exchange of the Exchange Right Units (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination, or any other change for which an adjustment is provided in Section 8.06(a) or 8.06(b)); (ii) any consolidation or merger or combination to which BGC Partners is a party other than a merger in which BGC Partners is the continuing corporation and which does not result in any reclassification of, or change (other than in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of BGC Partners Common Stock; or (iii) any sale, transfer or other disposition of all or substantially all of the assets of BGC Partners, directly or indirectly, to any Person as a result of which holders of BGC Partners Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for BGC Partners Common Stock, then BGC Partners shall take all necessary action such that the Exchange Right Units then outstanding shall be exchangeable into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale, transfer or other disposition by a holder of the number of shares of BGC Partners Common Stock deliverable upon exchange of such Exchange Right Units immediately prior to such reclassification, change, combination, consolidation, merger, sale, transfer or other disposition. The provisions of this Section 8.06(c) shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. (d) If the Partnership shall: (i) pay a distribution in the form of Exchange Right Units or make a distribution on Exchange Right Units in the form of Exchange Right Units; (ii) subdivide the outstanding Exchange Right Units into a greater number of Exchange Right Units; or (iii) combine the outstanding Exchange Right Units into a smaller number of Exchange Right Units, in each case for which there shall not be a corresponding adjustment in the number of shares of outstanding BGC Partners Common Stock, then the Exchange Ratio in effect immediately prior to such action shall be equitably adjusted so that the holder of an Exchange Right Unit who thereafter exchanged in accordance with this Article VIII shall receive the number of shares of share capital of BGC Partners that it would have owned immediately following such action if it had exchanged its Exchange Right Units in full for shares of BGC Partners Common Stock immediately prior to such action; provided, however, that no such adjustment to the Exchange Ratio shall be made to the extent that such dividend, subdivision or combination pursuant to clauses (i) through (iii) above was made to maintain the existing BGC Ratio pursuant to a reinvestment by BGC Partners or its Subsidiaries pursuant to Section 4.11(a)(iii) of the Separation Agreement. (e) If the Partnership shall make a distribution on Exchange Right Units in equity of an Opco or other subsidiary of the Partnership, then the Exchange Ratio in effect immediately prior to such action shall be adjusted in such manner as determined by BGC Partners so as to preserve the economic value of the exchange of the Exchange Right following such action.

Adjustments to Exchange Ratio. The Exchange Ratio as shall also be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into AeroGrow Common Stock or Company Common Stock), extraordinary cash dividends, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to AeroGrow Common Stock or Company Common Stock occurring on or after December 30, 2005 and prior to the Newmark Separation shall be oneEffective Time. The Exchange Ratio shall thereafter be subject to adjustment in accordance with this Section 8.06. (a) If BGC Partners shallset forth above is based on: (i) pay a dividend in the form number of shares of BGC Partners AeroGrow Common Stock or make outstanding on a distribution on fully diluted basis, including the Conversion Warrants (as defined herein) and shares and options to be issued under certain Equity Commitments (as defined herein), as of BGC Partners December 30, 2005 ("Fully Diluted Common Stock in Stock"); and (ii) the form issuance by AeroGrow of shares of BGC Partners AeroGrow Common StockStock with attached warrants for aggregate gross proceeds of $10,000,000 in connection with the private placement offering to be completed by AeroGrow in connection with the Merger ("Equity Financing"). In the event that: (i) the number of shares of Fully Diluted Common Stock increases or decreases from December 30, 2005 through the Closing (other than as a result of the Equity Financing); or (ii) subdivide the outstanding shares of BGC Partners Common Stock into a greater number of shares; or (iii) combine the outstanding shares of BGC Partners Common Stock into a smaller number of shares, in each case for which there shall not be a corresponding adjustment gross proceeds raised in the number of Exchange Right Units (including pursuant to Section 4.11 of the Separation Agreement)Equity Financing are less than $10,000,000, then the Exchange Ratio in effect immediately prior to such action shall be equitably adjusted so ratably such that the holder holders of an Exchange Right Unit who thereafter exchanged in accordance with this Article VIII the Company Common Stock, immediately after the closing of the Merger and the Equity Financing shall receive the number hold Y% of shares of share capital of BGC Partners that it would have owned immediately following such action if it had exchanged its Exchange Right Units in full for shares of BGC Partners AeroGrow Common Stock immediately prior to such action; provided, however, that no such adjustment to the Exchange Ratio shall be made to the extent that such dividend, subdivision or combination pursuant to clauses on a fully diluted basis (i) through (iii) above was made to maintain the existing BGC Ratio pursuant to a reinvestment by BGC Partners or its Subsidiaries pursuant to Section 4.11(a)(iii) of the Separation Agreement. (b) If BGC Partners shall (i) make a distribution on shares of BGC Partners Common Stock in shares of its share capital (other than BGC Partners Common Stock) or in shares of a Subsidiary; or (ii) issue by reclassification of the outstanding shares of BGC Partners Common Stock excluding any shares of its share capital AeroGrow Common Stock underlying the warrants issued to investors (other than BGC Partners Common Stock"Investor Warrants") or in shares of a Subsidiary, in each case, for which there shall not be a corresponding distribution or reclassification with respect the warrants issued to the Exchange Right Unitsplacement agent ("Agent Warrants") in connection with the Equity Financing). For purposes of this Agreement, then in each case, the Exchange Ratio in effect immediately prior to such action Y% shall be equitably adjusted equal to the following (provided that in such manner as determined no case shall it be less than 2.5% or greater than 5%): Y% = 5% x (N/$10,000,000) Where: N = Aggregate gross proceeds raised by BGC Partners so as to preserve the economic value of the exchange of the Exchange Right following such action. (c) In the event of (i) any reclassification or change of shares of BGC Partners Common Stock issuable upon exchange of the Exchange Right Units (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination, or any other change for which an adjustment is provided in Section 8.06(a) or 8.06(b)); (ii) any consolidation or merger or combination to which BGC Partners is a party other than a merger in which BGC Partners is the continuing corporation and which does not result in any reclassification of, or change (other than in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of BGC Partners Common Stock; or (iii) any sale, transfer or other disposition of all or substantially all of the assets of BGC Partners, directly or indirectly, to any Person as a result of which holders of BGC Partners Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for BGC Partners Common Stock, then BGC Partners shall take all necessary action such that the Exchange Right Units then outstanding shall be exchangeable into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale, transfer or other disposition by a holder of the number of shares of BGC Partners Common Stock deliverable upon exchange of such Exchange Right Units immediately prior to such reclassification, change, combination, consolidation, merger, sale, transfer or other disposition. The provisions of this Section 8.06(c) shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. (d) If the Partnership shall: (i) pay a distribution AeroGrow in the form of Exchange Right Units or make a distribution on Exchange Right Units in the form of Exchange Right Units; (ii) subdivide the outstanding Exchange Right Units into a greater number of Exchange Right Units; or (iii) combine the outstanding Exchange Right Units into a smaller number of Exchange Right Units, in each case for which there shall not be a corresponding adjustment in the number of shares of outstanding BGC Partners Common Stock, then the Exchange Ratio in effect immediately prior to such action shall be equitably adjusted so that the holder of an Exchange Right Unit who thereafter exchanged in accordance with this Article VIII shall receive the number of shares of share capital of BGC Partners that it would have owned immediately following such action if it had exchanged its Exchange Right Units in full for shares of BGC Partners Common Stock immediately prior to such action; provided, however, that no such adjustment to the Exchange Ratio shall be made to the extent that such dividend, subdivision or combination pursuant to clauses (i) through (iii) above was made to maintain the existing BGC Ratio pursuant to a reinvestment by BGC Partners or its Subsidiaries pursuant to Section 4.11(a)(iii) of the Separation Agreement. (e) If the Partnership shall make a distribution on Exchange Right Units in equity of an Opco or other subsidiary of the Partnership, then the Exchange Ratio in effect immediately prior to such action shall be adjusted in such manner as determined by BGC Partners so as to preserve the economic value of the exchange of the Exchange Right following such action.Equity Financing