Common use of Requests for Registration Clause in Contracts

Requests for Registration. Subject to the provisions of this Article II, any Holder or group of Holders may at any time make a written request (a “Demand Request”) for registration under the Securities Act of Registrable Securities (a “Demand Registration”). Such Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. Newmark shall, subject to the provisions of this Article II and to the Holders’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file with the SEC a Registration Statement registering all Registrable Securities included in such Demand Request, for disposition in accordance with the intended method or methods set forth therein; provided that if the managing underwriter(s) for a Demand Registration in which Registrable Securities are proposed to be included pursuant to this Article II that involves an underwritten offering shall advise Newmark that, in its reasonable opinion, the number of Registrable Securities to be sold is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of Newmark and the Holders), then Newmark will be entitled to reduce the number of Registrable Securities included in such registration to the number that, in the opinion of the managing underwriter(s), can be sold without having the adverse effect referred to above; provided, further, that in the event of such a reduction in the number of Registrable Securities included in such registration, the number of Registrable Securities registered shall be allocated in the following priority: first, pro rata among the Holders participating in the Demand Registration, based on the number of Registrable Securities included by such Holder in the Demand Request; second, shares of Newmark Class A Common Stock proposed to be registered for offer and sale by Newmark; and third, shares of Newmark Class A Common Stock proposed to be registered pursuant to any piggy-back registration rights of security holders of Newmark other than any Holder. Newmark shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after filing and to remain effective until the earlier of (i) 90 days following the date on which it was declared effective and (ii) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated therein.

Requests for Registration. Subject to the provisions terms and conditions of this Article IIAgreement, following the Restricted Period Termination Date, if the Resale Shelf Registration Statement is not available, any Holder or group Investor Party(ies) representing more than 50% of Holders the Registrable Securities may at any time make a written request (a “Demand Request”) for registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 (including a shelf registration pursuant to Rule 415) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to the Company (a “Short-Form Registration”) or, if Form S-3 is not available, on Form S-1 or other long-form registration statement (a “Long-Form Registration”) in accordance with Section 2(d) and Section 2(b) below (a “Demand Registration”). Such The Company shall effect any such Demand Requests Registration as soon as reasonably practicable after delivery of such request and, in any event, the Company shall be required to make the initial filing of the Registration Statement within 60 days following receipt of the Investor Party’s request in the case of a Short-From Registration or within 90 days following receipt of the Investor Party’s request in the case of a Long-Form Registration. Any request for a Demand Registration shall specify the amount approximate number of Registrable Securities requested to be registered by each Investor Party and the intended method or methods of dispositiondistribution. Newmark shall, subject to the provisions Following receipt of this Article II and to the Holders’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file with the SEC a Registration Statement registering all Registrable Securities included in such Demand Request, for disposition in accordance with the intended method or methods set forth therein; provided that if the managing underwriter(s) request for a Demand Registration in which Registrable Securities are proposed to be included pursuant to accordance with this Article II that involves an underwritten offering shall advise Newmark that, in its reasonable opinionSection 2(a), the number of Registrable Securities to be sold is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of Newmark and the Holders), then Newmark will be entitled to reduce the number of Registrable Securities included in such registration to the number that, in the opinion of the managing underwriter(s), can be sold without having the adverse effect referred to above; provided, further, that in the event of such a reduction in the number of Registrable Securities included in such registration, the number of Registrable Securities registered shall be allocated in the following priority: first, pro rata among the Holders participating in the Demand Registration, based on the number of Registrable Securities included by such Holder in the Demand Request; second, shares of Newmark Class A Common Stock proposed to be registered for offer and sale by Newmark; and third, shares of Newmark Class A Common Stock proposed to be registered pursuant to any piggy-back registration rights of security holders of Newmark other than any Holder. Newmark Company shall use its reasonable best efforts to cause such Registration Statement to be declared become effective under the Securities Act as soon promptly as practicable after the filing and to remain effective until the earlier of thereof (i) 90 days following the date on which it was declared effective and (ii) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated thereinif such Registration Statement is not an Automatic Shelf Registration Statement).

Requests for Registration. Subject to the provisions following paragraphs of this Article IISection 2(a), any Holder or group of Holders may at any time make the Requisite Investors shall have the right by delivering a written request notice to the Company (a “Demand RequestNotice”) for registration to require the Company to register, pursuant to the terms of this Agreement under and in accordance with the provisions of the Securities Act Act, the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement and, in the case of an initial Public Offering, a number of shares of Common Stock specified by such group of Requisite Investors to be issued and sold in the initial Public Offering (a “Demand Registration”). Such ; provided, however, that a Demand Requests shall specify Notice may only be made if the amount sale of the Registrable Securities requested to be registered and by such group of Requisite Investors and/or, in the intended method case of an initial Public Offering, the sale of the number of shares of Common Stock specified by such group of Requisite Investors to be issued in the initial Public Offering is reasonably expected to result in aggregate gross cash proceeds in excess of $200,000,000 (without regard to any underwriting discount or methods commission). Following receipt of disposition. Newmark shalla Demand Notice for a Demand Registration, subject to the provisions of this Article II and to the Holders’ compliance with their obligations under the provisions of this Agreement, Company shall use its reasonable best efforts to file with the SEC a Registration Statement registering all Registrable Securities included in as promptly as practicable, but not later than 60 days after such Demand Request, for disposition Notice (in accordance with the intended method or methods set forth therein; provided that if the managing underwriter(s) for a Demand Registration in which Registrable Securities are proposed to be included pursuant to this Article II that involves case of an underwritten offering shall advise Newmark that, in its reasonable opinion, the number of Registrable Securities to be sold is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of Newmark and the Holdersinitial Public Offering), then Newmark will be entitled to reduce the number of Registrable Securities included in and 30 days after such registration to the number that, Demand Notice (in the opinion case of the managing underwriter(sany Public Offering other than an initial Public Offering), can be sold without having the adverse effect referred to above; provided, further, that in the event of such a reduction in the number of Registrable Securities included in such registration, the number of Registrable Securities registered shall be allocated in the following priority: first, pro rata among the Holders participating in the Demand Registration, based on the number of Registrable Securities included by such Holder in the Demand Request; second, shares of Newmark Class A Common Stock proposed to be registered for offer and sale by Newmark; and third, shares of Newmark Class A Common Stock proposed to be registered pursuant to any piggy-back registration rights of security holders of Newmark other than any Holder. Newmark shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as soon promptly as practicable after the filing and thereof. No Demand Registration shall be deemed to remain effective until have occurred for purposes of this Section 3 if the earlier of Registration Statement relating thereto (i) 90 days following the date on which it was declared does not become effective and (ii) is not maintained effective for the date on which all period required pursuant to this Section 2, or (iii) the offering of the Registrable Securities covered thereby pursuant to such Registration Statement is subject to a stop order, injunction or similar order or requirement of the SEC during such period in which case such requesting holder of Registrable Securities shall be entitled to an additional Demand Registration, as the case may be, in lieu thereof. Within 10 days after receipt by the Company of a Demand Notice, the Company shall give written notice (the “Notice”) of such Demand Notice to all other holders of Registrable Securities and shall, subject to the provisions of Section 2(b) hereof, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within 15 days after such Notice is given by the Company to such holders. Notwithstanding anything to the contrary in this Agreement, unless otherwise consented to by the Requisite Investors (which, if there are disposed not more than two Qualified Holders, shall mean, for purposes of this sentence, those holders of more than 50% of the shares of Common Stock held by the Investors (including indirect holdings through Holdings)), in accordance connection with a Demand Notice for an initial Public Offering, the method Company shall not be required to deliver any Demand Notice or Piggyback Notice nor include in such registration any Registrable Securities if the initial Public Offering involves only a primary offering of the Common Stock in which none of the Family Investor or the Sponsor Investors are selling shares of Common Stock beneficially owned by them. All requests made pursuant to this Section 2 will specify the number of Registrable Securities to be registered and/or, in the case of an initial Public Offering, the number of shares of Common Stock to be issued and the intended methods of disposition stated thereinthereof. The Company shall be required to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least 270 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold.

Requests for Registration. (i) Subject to the following paragraphs of this Section 3(a), on or after the 180th day following the Initial Public Offering, a Demand Party shall have the right, by delivering a written notice to the Corporation, to require the Corporation to register, directly or indirectly, and pursuant to the terms of this Agreement, under and in accordance with the provisions of the Securities Act, the number of Registrable Securities requested to be so registered pursuant to the terms of this Article IIAgreement (any such written notice, any Holder or group of Holders may at any time make a written request (a “Demand Request”) for registration under the Securities Act of Registrable Securities (Notice” and any such registration, a “Demand Registration”). Such ; provided, however, that a Demand Requests shall specify the amount of Registrable Securities to Notice may only be registered and the intended method or methods of disposition. Newmark shall, subject made prior to the provisions expiration of the Coordination Committee if previously approved in writing by the Coordination Committee; provided, further that, the Corporation shall not be obligated to file a Registration Statement relating to any registration request under this Article II and Section 3(a) within a period of 180 days after the effective date of any other Registration Statement relating to any registration request under this Section 3(a) (except if the Holders’ compliance underwriters shall require a longer period, but in any event no more than 270 days). Following receipt of a Demand Notice for a Demand Registration in accordance with their obligations under this Section 3(a), the provisions of this Agreement, Corporation shall use its reasonable best efforts to file with the SEC a Registration Statement registering all Registrable Securities included in such Demand Request, for disposition in accordance with the intended method or methods set forth therein; provided that if the managing underwriter(s) for a Demand Registration in which Registrable Securities are proposed to be included pursuant to this Article II that involves an underwritten offering shall advise Newmark that, in its reasonable opinion, the number of Registrable Securities to be sold is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of Newmark as promptly as practicable and the Holders), then Newmark will be entitled to reduce the number of Registrable Securities included in such registration to the number that, in the opinion of the managing underwriter(s), can be sold without having the adverse effect referred to above; provided, further, that in the event of such a reduction in the number of Registrable Securities included in such registration, the number of Registrable Securities registered shall be allocated in the following priority: first, pro rata among the Holders participating in the Demand Registration, based on the number of Registrable Securities included by such Holder in the Demand Request; second, shares of Newmark Class A Common Stock proposed to be registered for offer and sale by Newmark; and third, shares of Newmark Class A Common Stock proposed to be registered pursuant to any piggy-back registration rights of security holders of Newmark other than any Holder. Newmark shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as soon promptly as practicable after the filing and to remain effective until the earlier of (i) 90 days following the date on which it was declared effective and thereof. (ii) No Demand Registration shall be deemed to have occurred for purposes of this Section 3 if the date on which all Registration Statement relating thereto (x) does not become effective, (y) is not maintained effective for the period required pursuant to this Section 3, or (z) the offering of the Registrable Securities covered thereby are disposed pursuant to such Registration Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period, in which case, such requesting holder of Registrable Securities shall be entitled to an additional Demand Registration in lieu thereof. (iii) Within 10 days after receipt by the Corporation of a Demand Notice in accordance with this Section 3(a), the method or Corporation shall give written notice (the “Notice”) of such Demand Notice to all other holders of Registrable Securities and shall, subject to the provisions of Section 3(b) hereof, include in such registration all Registrable Securities with respect to which the Corporation received written requests for inclusion therein within 15 days after such Notice is given by the Corporation to such holders. (iv) All requests made pursuant to this Section 3 will specify the number of Registrable Securities to be registered and the intended methods of disposition stated thereinthereof. (v) The Corporation shall be required to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least 180 days after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the holders of Registrable Securities are required to refrain from selling any securities included in such Registration Statement at the request of the Corporation or an underwriter of the Corporation pursuant to the provisions of this Agreement.

Requests for Registration. Subject to the provisions pro- visions of this Article IISection 3, any Holder Seller or group of Holders may Sellers may, at any time prior to the earlier of (x) the expiration of the Standstill Period and (y) the first date on which there are fewer than two million Registrable Shares, subject to appropri- ate adjustment in the event of a stock split, reverse stock split or stock dividend (the "Demand Registration Period"), make a written request (a “Demand Request”) to the Company for registration under the Securities Act of all or any part of such Seller or Sell- ers' Registrable Securities Shares in a widely distributed underwritten offering (a “"Demand Registration”"). Such Demand Requests request shall specify the amount number of Registrable Securities Shares to be registered registered, which amount shall not be less than the lesser of (i) four million Regis- trable Shares and (ii) 50% of the Registrable Shares then out- standing (but in any event not less than two million Registra- ble Shares), subject to appropriate adjustment in the event of a stock split, reverse stock split or stock dividend (such min- imum amount being referred to herein as the "Minimum Demand Quantity"). The Seller or Sellers making such request shall send a written notice of such request to all Sellers and the intended method or methods of disposition. Newmark Company shall, subject to the provisions of this Article II and Section 3, include in such Demand Registration all Registrable Shares with respect to which the Holders’ compliance with their obligations under Company receives written requests (speci- fying the provisions amount of this AgreementRegistrable Shares to be registered) for inclusion therein within 15 days after the initial request. As promptly as practicable thereafter, use its reasonable best efforts to the Company shall file with the SEC a Registration Statement Statement, registering all Registrable Securities included in such Demand Request, for disposition in accordance with Shares that any Sellers have requested the intended method or methods set forth therein; provided that if the managing underwriter(s) for a Demand Registration in which Registrable Securities are proposed Company to be included pursuant to this Article II that involves an underwritten offering shall advise Newmark that, in its reasonable opinion, the number of Registrable Securities to be sold is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of Newmark and the Holders), then Newmark will be entitled to reduce the number of Registrable Securities included in such registration to the number that, in the opinion of the managing underwriter(s), can be sold without having the adverse effect referred to above; provided, further, that in the event of such a reduction in the number of Registrable Securities included in such registration, the number of Registrable Securities registered shall be allocated in the following priority: first, pro rata among the Holders participating in the Demand Registration, based on the number of Registrable Securities included by such Holder in the Demand Request; second, shares of Newmark Class A Common Stock proposed to be registered for offer and sale by Newmark; and third, shares of Newmark Class A Common Stock proposed to be registered pursuant to any piggy-back registration rights of security holders of Newmark other than any Holderregister. Newmark The Company shall use its all reasonable best efforts to cause such Registration Reg- istration Statement to be declared effective as soon as practicable practi- cable after filing and to remain effective until the earlier of (i) 90 60 days following the date on which it was declared effective effec- tive and (ii) the date on which all of the Registrable Securities Shares covered thereby are disposed of in accordance with the method or methods of disposition stated therein.

Requests for Registration. Subject Each Qualified Holder Group shall have the right by delivering a written notice to the Company (the “Demand Notice”) to require the Company to register, pursuant to the terms of this Agreement under and in accordance with the provisions of this Article II, any Holder or group of Holders may at any time make a written request (a “Demand Request”) for registration under the Securities Act Act, the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement (a “Demand Registration”); provided, however, that except for a Demand Notice relating to the Management Demand (defined below), a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered by such Qualified Holder Group is reasonably expected to result in aggregate gross cash proceeds in excess of $20,000,000. Such Following receipt of a Demand Requests Notice for a Demand Registration, the Company shall use its commercially reasonable efforts to file a Registration Statement as promptly as practicable after such Demand Notice, and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Notwithstanding anything herein to the contrary, the Company shall not have any obligation to file any Registration Statement pursuant to this Section 3 at any time (i) on or before the date that is twelve (12) months after the closing of the Initial Public Offering, (ii) on or before 180 days after any other registered underwritten offering of equity securities of the Company, or (iii) if the Company is not otherwise eligible at such time to file a Registration Statement on Form S-3 (or any applicable successor form). The Management Qualified Holders shall be entitled collectively to a maximum of one (1) Demand Registration (the “Management Demand”) and the Yorktown Qualified Holders shall be entitled collectively to a maximum of two (2) Demand Registrations. Notwithstanding any other provisions of this Section 3, in no event shall more than one (1) Demand Registration occur during any six-month period (measured from the effective date of the Registration Statement to the date of the next Demand Notice) or within 180 days after the effective date of a Registration Statement filed by the Company. No Demand Registration shall be deemed to have occurred for purposes of this Section 3(a) if the Registration Statement relating thereto does not become effective or is not maintained effective for the period required pursuant to this Section 3(a), in which case the Demanding Qualified Holder Group shall be entitled to an additional Demand Registration in lieu thereof. Within ten (10) days after receipt by the Company of a Demand Notice, the Company shall give written notice (the “Notice”) of such Demand Notice to all holders of Registrable Securities and shall, subject to the provisions of Section 3(b) hereof, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within ten (10) days after such Notice is given by the Company to such holders. All requests made pursuant to this Section 3 will specify the amount of Registrable Securities to be registered and the intended method or methods of dispositiondisposition thereof. Newmark shall, subject to the provisions of this Article II and to the Holders’ compliance with their obligations under the provisions of this Agreement, The Company shall use its commercially reasonable best efforts to file with maintain the SEC a effectiveness of the Registration Statement registering (except in the case of a Shelf Registration Statement) with respect to any Demand Registration for a period of at least one hundred eighty (180) days after the effective date thereof or such shorter period in which all Registrable Securities included in such Demand RequestRegistration Statement have actually been sold; provided, however, that such period shall be extended, if reasonably practicable, for disposition a period of time equal to the period the holders of Registrable Securities refrain from selling any securities included in accordance with such Registration Statement at the intended method request of (x) an underwriter or methods set forth therein(y) the Company pursuant to the provisions herein. The Company shall use its commercially reasonable efforts to maintain the effectiveness of a Registration Statement that constitutes a Shelf Registration Statement at all times during the Effectiveness Period; provided provided, however, that if the managing underwriter(s) for any Holder of Registrable Securities that have been included in a Demand Shelf Registration Statement may request that such Registrable Securities be removed from such Shelf Registration Statement, in which event the Company shall promptly either withdraw such Shelf Registration Statement or file a post-effective amendment to such Shelf Registration Statement removing such Registrable Securities are proposed Securities. Notwithstanding anything contained herein to be included the contrary, the Company hereby agrees that (i) each Shelf Registration Statement filed by the Company pursuant to this Article II that involves an underwritten offering Section 3 shall advise Newmark thatcontain all language (including, in its reasonable opinionwithout limitation, on the Prospectus cover page, the number of Registrable Securities to be sold is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of Newmark principal stockholders’ table and the Holders)plan of distribution) as may be reasonably requested by a Yorktown Qualified Holder to allow for distribution to, then Newmark will be entitled to reduce the number of Registrable Securities included in such registration to the number that, in the opinion of the managing underwriter(s), can be sold without having the adverse effect referred to above; provided, further, that in the event of such a reduction in the number of Registrable Securities included in such registrationand resale by, the number direct and indirect partners, investors or affiliated entities of Registrable Securities registered shall be allocated in the following priority: first, pro rata among the Holders participating in the Demand Registration, based on the number of Registrable Securities included by such a Yorktown Qualified Holder in the Demand Request; second, shares of Newmark Class A Common Stock proposed to be registered for offer and sale by Newmark; and third, shares of Newmark Class A Common Stock proposed to be registered pursuant to any piggy-back registration rights of security holders of Newmark other than any Holder. Newmark shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after filing and to remain effective until the earlier of (ia “Partner Distribution”) 90 days following the date on which it was declared effective and (ii) the date on which all Company shall, at the reasonable request of any Yorktown Qualified Holder seeking to effect a Partner Distribution, file any Prospectus supplement or post-effective amendments and otherwise take any action reasonably necessary to include such language, if such language was not included in the Registrable Securities covered thereby are disposed of in accordance with the method initial Shelf Registration Statement, or methods of disposition stated thereinrevise such language if deemed necessary by such Yorktown Qualified Holder to effect such Partner Distribution.

Requests for Registration. Subject to the provisions following paragraph of this Article IISection 3(a), any Holder or group of the Requisite Holders may at any time make shall have the right by delivering a written request notice to the Corporation (a “Demand RequestNotice”) for registration to require the Corporation to register, pursuant to the terms of this Agreement under and in accordance with the provisions of the Securities Act Act, the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement (a “Demand Registration”). Such ; provided, however, that a Demand Requests shall specify Notice may only be made if the amount sale of the Registrable Securities requested to be registered and by the intended method or methods Requisite Holders delivering such Demand Notice is reasonably expected to result in aggregate gross cash proceeds in excess of disposition$50,000,000. Newmark shallFollowing receipt of a Demand Notice for a Demand Registration, subject to the provisions of this Article II and to the Holders’ compliance with their obligations under the provisions of this Agreement, Corporation shall use its reasonable best efforts to file with the SEC a Registration Statement registering all Registrable Securities included in as promptly as practicable, but not later than 30 days after such Demand RequestNotice, for disposition in accordance with the intended method or methods set forth therein; provided that if the managing underwriter(s) for a Demand Registration in which Registrable Securities are proposed to be included pursuant to this Article II that involves an underwritten offering shall advise Newmark that, in its reasonable opinion, the number of Registrable Securities to be sold is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of Newmark and the Holders), then Newmark will be entitled to reduce the number of Registrable Securities included in such registration to the number that, in the opinion of the managing underwriter(s), can be sold without having the adverse effect referred to above; provided, further, that in the event of such a reduction in the number of Registrable Securities included in such registration, the number of Registrable Securities registered shall be allocated in the following priority: first, pro rata among the Holders participating in the Demand Registration, based on the number of Registrable Securities included by such Holder in the Demand Request; second, shares of Newmark Class A Common Stock proposed to be registered for offer and sale by Newmark; and third, shares of Newmark Class A Common Stock proposed to be registered pursuant to any piggy-back registration rights of security holders of Newmark other than any Holder. Newmark shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as soon promptly as practicable after the filing and thereof. The Requisite Holders shall be entitled to remain effective until unlimited Demand Registrations. No Demand Registration shall be deemed to have occurred for purposes of this Section 3 if the earlier of Registration Statement relating thereto (i) 90 days following the date on which it was declared effective and does not become effective, (ii) is not maintained effective for the date on which all period required pursuant to this Section 3, or (iii) the offering of the Registrable Securities covered thereby are disposed pursuant to such Registration Statement is subject to a stop order, injunction or similar order or requirement of the SEC during such period in accordance which case such requesting holder of Registrable Securities shall be entitled to an additional Demand Registration, as the case may be, in lieu thereof. Within 10 days after receipt by the Corporation of a Demand Notice, the Corporation shall give written notice (the “Notice”) of such Demand Notice to all other holders of Registrable Securities and shall, subject to the provisions of Section 3(b) hereof, include in such registration all Registrable Securities with respect to which the method or Corporation received written requests for inclusion therein within 10 days after such Notice is given by the Corporation to such holders. All requests made pursuant to this Section 3 will specify the number of Registrable Securities to be registered and the intended methods of disposition stated thereinthereof. The Corporation shall be required to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least 180 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the holder of Registrable Securities refrains from selling any securities included in such registration at the request of an underwriter of the Corporation or the Corporation pursuant to the provisions of this Agreement.

Requests for Registration. Subject At any time after an Initial Public Offering, each Qualified Holder Group shall have the right by delivering a written notice to the Company (the "Demand Notice") to require the Company to register, pursuant to the terms of this Agreement under and in accordance with the provisions of the Securities Act, the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement (a "Demand Registration"); provided, however that a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered by such Qualified Holder Group is reasonably expected to result in aggregate gross cash proceeds in excess of $20,000,000. Following receipt of a Demand Notice for a Demand Registration, the Company shall use its reasonable best efforts to file a Registration Statement as promptly as practicable, but not later than 30 days, after such Demand Notice, and shall use its best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. The Management Qualified Holders shall be entitled collectively to a maximum of two Demand Registrations and the ▇▇▇▇▇▇ Qualified Holders shall be entitled collectively to a maximum of three Demand Registrations. Notwithstanding any other provisions of this Section 3, in no event shall more than one Demand Registration occur during any six-month period (measured from the effective date of the Registration Statement to the date of the next Demand Notice) or within 120 days after the effective date of a Registration Statement filed by the Company; provided that no Demand Registration may be prohibited for such 120-day period more often than once in a 12-month period. No Demand Registration shall be deemed to have occurred for purposes of this Section 3(a) if the Registration Statement relating thereto does not become effective or is not maintained effective for the period required pursuant to this Section 3(a), in which case the Demanding Qualified Holder Group shall be entitled to an additional Demand Registration in lieu thereof. Within ten (10) days after receipt by the Company of a Demand Notice, the Company shall give written notice (the "Notice") of such Demand Notice to all holders of Registrable Securities and shall, subject to the provisions of this Article IISection 3(b) hereof, any Holder or group of Holders may at any time make a written request (a “Demand Request”) for include in such registration under the Securities Act of all Registrable Securities with respect to which the Company received written requests for inclusion therein within ten (a “Demand Registration”)10) days after such Notice is given by the Company to such holders. Such Demand Requests shall All requests made pursuant to this Section 3 will specify the amount of Registrable Securities to be registered and the intended method or methods of dispositiondisposition thereof. Newmark shall, subject The Company shall be required to maintain the provisions effectiveness of this Article II and to the Holders’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file with the SEC a Registration Statement registering with respect to any Demand Registration for a period of at least 180 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Demand RequestRegistration Statement have actually been sold; provided, for disposition in accordance with the intended method or methods set forth therein; provided however, that if the managing underwriter(s) such period shall be extended for a Demand Registration in which Registrable Securities are proposed period of time equal to be included pursuant to this Article II that involves an underwritten offering shall advise Newmark that, in its reasonable opinion, the number period the holders of Registrable Securities to be sold is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of Newmark and the Holders), then Newmark will be entitled to reduce the number of Registrable Securities refrain from selling any securities included in such registration to at the number that, in the opinion request of an underwriter of the managing underwriter(s), can be sold without having Company or the adverse effect referred to above; provided, further, that in the event of such a reduction in the number of Registrable Securities included in such registration, the number of Registrable Securities registered shall be allocated in the following priority: first, pro rata among the Holders participating in the Demand Registration, based on the number of Registrable Securities included by such Holder in the Demand Request; second, shares of Newmark Class A Common Stock proposed to be registered for offer and sale by Newmark; and third, shares of Newmark Class A Common Stock proposed to be registered Company pursuant to any piggy-back registration rights of security holders of Newmark other than any Holder. Newmark shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after filing and to remain effective until the earlier of (i) 90 days following the date on which it was declared effective and (ii) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated thereinthis Agreement.

Requests for Registration. Subject to the provisions of this Article IIlimits set forth below, any Holder or group of Holders may at any time make after the one hundred eightieth (180th) day after the IPO (or such shorter period of time as may be permitted by the managing underwriters of such IPO), PESC Company shall have the right, by delivering a written request notice to the Corporation (a “Demand RequestNotice”) for registration under to require the Corporation to register, pursuant to the terms herein and in accordance with the provisions of the Securities Act Act, the number of Registrable Securities requested to be so registered pursuant to the terms herein (a “Demand Registration”). Such Within ten (10) days after receipt by the Corporation of a Demand Requests Notice, the Corporation shall specify give written notice (the amount “Notice”) of Registrable Securities such Demand Notice to be registered all other Holders and the intended method or methods of disposition. Newmark shall, subject to the provisions of this Article II Section 2(b) hereof, include in such registration all Registrable Securities with respect to which the Corporation received written requests for inclusion therein within twenty (20) days after such Notice is given by the Corporation to such Holders. A Demand Notice shall only be binding on the Corporation if the sale of all Registrable Securities requested to be registered (pursuant to such Demand Notice and in response to the Holders’ compliance with their obligations under Notice) is reasonably expected to result in aggregate gross proceeds in excess of Fifty Million Dollars ($50,000,000). Following receipt of a Demand Notice for a Demand Registration, the provisions of this Agreement, Corporation shall use its reasonable best efforts to file with the SEC a Registration Statement registering covering all Registrable Securities included in such Demand Request, for disposition in accordance with the intended method or methods set forth therein; provided that if the managing underwriter(s) for a Demand Registration in which Registrable Securities are proposed requested to be included pursuant to this Article II that involves an underwritten offering shall advise Newmark that, in its reasonable opinion, the number of Registrable Securities to be sold is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of Newmark and the Holders), then Newmark will be entitled to reduce the number of Registrable Securities included in such registration by the Holders (subject to the number thatlimitations set forth in this Agreement) as promptly as practicable, in the opinion of the managing underwriter(s)but not later than sixty (60) days after such Demand Notice, can be sold without having the adverse effect referred to above; provided, further, that in the event of such a reduction in the number of Registrable Securities included in such registration, the number of Registrable Securities registered shall be allocated in the following priority: first, pro rata among the Holders participating in the Demand Registration, based on the number of Registrable Securities included by such Holder in the Demand Request; second, shares of Newmark Class A Common Stock proposed to be registered for offer and sale by Newmark; and third, shares of Newmark Class A Common Stock proposed to be registered pursuant to any piggy-back registration rights of security holders of Newmark other than any Holder. Newmark shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as soon promptly as practicable after the filing and thereof. Notwithstanding the foregoing, PESC Company shall be entitled to remain six (6) Demand Registrations; provided, however, that there shall be no limit to the number of Demand Registrations by PESC Company that constitute “shelf” registrations as contemplated by the next succeeding sentence. If the Corporation is eligible to use Form S-3 (or comparable form) for the registration under the Securities Act of any of its securities, PESC Company shall be entitled to request that any Demand Registration (which shall include, for purposes of “shelf” registrations, demands for underwritten offerings pursuant to the applicable shelf registration statement, and, notwithstanding the threshold set forth in the first paragraph of this Section 2(a), the amount of gross proceeds reasonably expected to result from such Demand Registration shall be in excess of One Million Dollars ($1,000,000)) for which it is delivering a Demand Notice be a “shelf” registration pursuant to Rule 415 under the Securities Act. Notwithstanding any other provisions of this Section 2, in no event shall more than one Demand Registration occur within any six-month period from the effective until date of any Registration Statement filed pursuant to a prior Demand Notice or within 120 days after the earlier effective date of any other Registration Statement filed by the Corporation; provided, however, that no Demand Registration may be prohibited for such 120-day period more often than once in a 12-month period. No Demand Registration shall be deemed to have occurred for purposes of this Section 2 if the Registration Statement relating thereto (i) 90 does not become effective, (ii) is not maintained effective for the period required pursuant to this Section 2(a) or (iii) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction or similar order or requirement of the SEC during such period. In the case of each of clauses (i), (ii) and (iii), PESC Company shall be entitled to an additional Demand Registration. All requests made pursuant to this Section 2 will specify the amount of Registrable Securities to be registered and the intended methods of disposition thereof. The Corporation shall be required to maintain the effectiveness of the Registration Statement (except in the case of a requested “shelf” registration) with respect to any Demand Registration for a period of at least 180 days following after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the Holder refrains from selling any securities included in such registration at the request of (x) an underwriter or (y) the Corporation pursuant to the provisions herein. The Corporation shall be required to maintain the effectiveness of a shelf Registration Statement with respect to any Demand Registration at all times after the effective date thereof until all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that any Holder of Registrable Securities that have been included in a shelf Registration Statement may request that such Registrable Securities be removed from such Registration Statement, in which event the Corporation shall promptly either withdraw such Registration Statement or file a post-effective amendment to such Registration Statement removing such Registrable Securities. Notwithstanding anything contained herein to the contrary, the Corporation hereby agrees that (i) each Demand Registration that is a “shelf” registration pursuant to Rule 415 under the Securities Act shall contain all language (including on which it was declared effective the Prospectus cover sheet, the principal stockholders’ table and the plan of distribution) as may be reasonably requested by PESC Company to allow for a distribution to, and resale by, the direct and indirect partners, members or stockholders of PESC Company (a “Partner Distribution”) and (ii) the date on which all Corporation shall, at the reasonable request of PESC Company if seeking to effect a Partner Distribution, file any Prospectus supplement or post-effective amendments and otherwise take any action reasonably necessary to include such language, if such language was not included in the Registrable Securities covered thereby are disposed of in accordance with the method initial Registration Statement, or methods of disposition stated thereinrevise such language if deemed reasonably necessary by PESC Company to effect such Partner Distribution.

Requests for Registration. Subject At any time after an Initial Public Offering, each Qualified Holder Group shall have the right by delivering a written notice to the Company (the "Demand Notice") to require the Company to register, pursuant to the terms of this Agreement under and in accordance with the provisions of the Securities Act, the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement (a "Demand Registration"); provided, however that a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered by such Qualified Holder Group is reasonably expected to result in aggregate gross cash proceeds in excess of $20,000,000. Following receipt of a Demand Notice for a Demand Registration, the Company shall use its reasonable best efforts to file a Registration Statement as promptly as practicable, but not later than 30 days, after such Demand Notice, and shall use its best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. The Management Qualified Holders shall be entitled collectively to a maximum of two Demand Registrations and the Snyder Qualified Holders shall be entitled collectively to a maximum o▇ ▇▇▇▇e Demand Registrations. Notwithstanding any other provisions of this Section 3, in no event shall more than one Demand Registration occur during any six-month period (measured from the effective date of the Registration Statement to the date of the next Demand Notice) or within 120 days after the effective date of a Registration Statement filed by the Company; provided that no Demand Registration may be prohibited for such 120-day period more often than once in a 12-month period. No Demand Registration shall be deemed to have occurred for purposes of this Section 3(a) if the Registration Statement relating thereto does not become effective or is not maintained effective for the period required pursuant to this Section 3(a), in which case the Demanding Qualified Holder Group shall be entitled to an additional Demand Registration in lieu thereof. Within ten (10) days after receipt by the Company of a Demand Notice, the Company shall give written notice (the "Notice") of such Demand Notice to all holders of Registrable Securities and shall, subject to the provisions of this Article IISection 3(b) hereof, any Holder or group of Holders may at any time make a written request (a “Demand Request”) for include in such registration under the Securities Act of all Registrable Securities with respect to which the Company received written requests for inclusion therein within ten (a “Demand Registration”)10) days after such Notice is given by the Company to such holders. Such Demand Requests shall All requests made pursuant to this Section 3 will specify the amount of Registrable Securities to be registered and the intended method or methods of dispositiondisposition thereof. Newmark shall, subject The Company shall be required to maintain the provisions effectiveness of this Article II and to the Holders’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file with the SEC a Registration Statement registering with respect to any Demand Registration for a period of at least 180 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Demand RequestRegistration Statement have actually been sold; provided, for disposition in accordance with the intended method or methods set forth therein; provided however, that if the managing underwriter(s) such period shall be extended for a Demand Registration in which Registrable Securities are proposed period of time equal to be included pursuant to this Article II that involves an underwritten offering shall advise Newmark that, in its reasonable opinion, the number period the holders of Registrable Securities to be sold is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of Newmark and the Holders), then Newmark will be entitled to reduce the number of Registrable Securities refrain from selling any securities included in such registration to at the number that, in the opinion request of an underwriter of the managing underwriter(s), can be sold without having Company or the adverse effect referred to above; provided, further, that in the event of such a reduction in the number of Registrable Securities included in such registration, the number of Registrable Securities registered shall be allocated in the following priority: first, pro rata among the Holders participating in the Demand Registration, based on the number of Registrable Securities included by such Holder in the Demand Request; second, shares of Newmark Class A Common Stock proposed to be registered for offer and sale by Newmark; and third, shares of Newmark Class A Common Stock proposed to be registered Company pursuant to any piggy-back registration rights of security holders of Newmark other than any Holder. Newmark shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after filing and to remain effective until the earlier of (i) 90 days following the date on which it was declared effective and (ii) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated thereinthis Agreement.

Requests for Registration. Subject to the provisions of this Article IIlimits set forth below, any Holder or group of Holders may at any time make after 185 days after the closing of the Initial Public Offering, the Qualified Holders (or their Permitted Transferees) shall have the right by delivering a written request notice to the Corporation (a “Demand RequestNotice”) for registration to require the Corporation to register, pursuant to the terms of this Agreement under and in accordance with the provisions of the Securities Act Act, the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement provided that the sale of such Registrable Securities is reasonably expected to result in aggregate gross cash proceeds in excess of $12,000,000 (a “Demand Registration”). Such Within twenty (20) days after receipt by the Corporation of a Demand Requests Notice, the Corporation shall give written notice (the “Notice”) of such Demand Notice to all other holders of Registrable Securities and shall, subject to the provisions of Section 2(b) hereof, include in such registration all Registrable Securities with respect to which the Corporation received written requests for inclusion therein within twenty (20) days after such Notice is given by the Corporation to such holders. Following receipt of a Demand Notice for a Demand Registration, the Corporation shall use its reasonable commercial efforts to file a Registration Statement as promptly as practicable and shall use its reasonable commercial efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. The Qualified Holders shall be entitled to two Demand Registrations; provided, however, that there shall be no limit to the number of Demand Registrations by the Qualified Holders that constitute “shelf” registrations as contemplated by the next succeeding sentence and provided further that Jefferies Capital Partners shall be entitled to one Demand Registration that constitutes a “shelf” registration as contemplated by the next succeeding sentence. After such time as the Corporation shall become eligible to use Form S-3 (or comparable form) for the registration under the Securities Act of any of its securities, (A) the Qualified Holders shall be entitled to request that any Demand Registration for which such Stockholder is delivering a Demand Notice be a “shelf” registration pursuant to Rule 415 under the Securities Act, and the Qualified Holders shall be entitled to an unlimited number of Demand Registrations that constitute “shelf” registrations, and (B) Jefferies Capital Partners shall be entitled to one Demand Registration that constitutes a “shelf” registration pursuant to Rule 415 under the Securities Act by delivering a Demand Notice to the Corporation. Notwithstanding any other provisions of this Section 2, in no event shall more than two Demand Registrations occur within any twelve-month period and in no event shall any Demand Registration occur within 120 days from the effective date of any Registration Statement, including any Registration Statement filed pursuant to a prior Demand Notice. No Demand Registration shall be deemed to have occurred for purposes of this Section 2 if the Registration Statement relating thereto (i) does not become effective, (ii) is not maintained effective for the period required pursuant to this Section 2(a) or (iii) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction or similar order or requirement of the SEC during such period. In the case of each of clauses (i), (ii) and (iii), such requesting holder of Registrable Securities shall be entitled to an additional Demand Registration. All requests made pursuant to this Section 2 will specify the amount of Registrable Securities to be registered and the intended method or methods of dispositiondisposition thereof. Newmark shall, subject The Corporation shall be required to maintain the provisions effectiveness of this Article II and to the Holders’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file with the SEC a Registration Statement registering (except in the case of a requested “shelf” registration) with respect to any Demand Registration for a period of at least 90 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Demand RequestRegistration Statement have actually been sold; provided, for disposition in accordance with the intended method or methods set forth therein; provided however, that if the managing underwriter(s) such period shall be extended for a Demand Registration in which Registrable Securities are proposed period of time equal to be included pursuant to this Article II that involves an underwritten offering shall advise Newmark that, in its reasonable opinion, the number period the holder of Registrable Securities refrains from selling any securities included in such registration at the request of (x) an underwriter or (y) the Corporation pursuant to the provisions of this Agreement. The Corporation shall be sold is greater than required to maintain the amount that can be offered without adversely affecting effectiveness of a shelf Registration Statement with respect to any Demand Registration at all times after the success effective date thereof until the earlier to occur of two years after the offering (taking into consideration effective date thereof or the interests of Newmark and the Holders), then Newmark will be entitled to reduce the number of date on which all Registrable Securities included in such registration to the number that, in the opinion of the managing underwriter(s), can be sold without having the adverse effect referred to aboveRegistration Statement have actually been sold; provided, furtherhowever, that in the event of such a reduction in the number of Registrable Securities included in such registration, the number of Registrable Securities registered shall be allocated in the following priority: first, pro rata among the Holders participating in the Demand Registration, based on the number of Registrable Securities included by such Holder in the Demand Request; second, shares of Newmark Class A any Stockholder owning Common Stock proposed to be registered for offer and sale by Newmark; and third, shares of Newmark Class A that has been included on a shelf Registration Statement may request that such Common Stock proposed to be registered pursuant to any piggy-back registration rights of security holders of Newmark other than any Holder. Newmark removed from such Registration Statement, in which event the Corporation shall use its reasonable best efforts to cause promptly either withdraw such Registration Statement or file a post-effective amendment to be declared effective as soon as practicable after filing and to remain effective until the earlier of (i) 90 days following the date on which it was declared effective and (ii) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated thereinsuch Registration Statement removing such Common Stock.