Common use of Use Reasonable Best Efforts Clause in Contracts

Use Reasonable Best Efforts. In connection with Newmark’s registration obligations pursuant to Article II and Article III, Newmark shall use its reasonable best efforts to effect such registrations to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof and pursuant thereto Newmark shall as expeditiously as reasonably practicable: (a) prepare and file with the SEC a Registration Statement or Registration Statements relating to the registration on any appropriate form under the Securities Act, and to cause such Registration Statement to become effective as soon as reasonably practicable and to remain continuously effective for the time period required by this Agreement to the extent permitted under the Securities Act; (b) prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement effective for the time period required by this Agreement; cause the Registration Statement and the related Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed in accordance with the Securities Act and any rules and regulations promulgated thereunder; and otherwise comply with the provisions of the Securities Act as may be necessary to facilitate the disposition of all Registrable Securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of disposition by the selling Holders thereof set forth in such Registration Statement or such Prospectus or Prospectus supplement; (c) notify the selling Holders and the managing underwriter(s), if any, promptly if at any time (i) any Prospectus, Registration Statement or amendment or supplement thereto is filed, (ii) any Registration Statement, or any post-effective amendment thereto, becomes effective, (iii) the SEC or any other federal or state governmental authority requests any amendment or supplement to, or any additional information in respect of, any Registration Statement or Prospectus, (iv) the SEC or any other federal or state governmental authority issues any stop order suspending the effectiveness of a Registration Statement or initiates any proceedings for that purpose, (v) Newmark receives any notice that the qualification of any Registrable Securities for sale in any jurisdiction has been suspended or that any proceeding has been initiated for the purpose of suspending such qualification, (vi) upon the discovery of any event which requires that any changes be made in such Registration Statement or any related Prospectus so that such Registration Statement or Prospectus will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances under which they were made (provided, however, that, in the case of this subclause (vi), such notice need only state that an event of such nature has occurred, without describing such event), (vii) of the determination by counsel of Newmark that a post-effective amendment to a Registration Statement is advisable; or (viii) if, at any time, the representations and warranties of Newmark in any applicable underwriting agreement cease to be true and correct in all material respects. Newmark hereby agrees to promptly reimburse any selling Holders for any reasonable out-of-pocket losses and expenses incurred in connection with any uncompleted sale of any Registrable Securities in the event that Newmark fails to timely notify such Holder that the Registration Statement then on file with the SEC is no longer effective; (d) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement, or the qualification of any Registrable Securities for sale in any jurisdiction, at the earliest reasonably practicable time; (e) if requested by the managing underwriter(s) or any Holder of Registrable Securities being sold in connection with an underwritten offering, incorporate into a Prospectus supplement or a post-effective amendment to the Registration Statement any information which the managing underwriter(s), such Holder and Newmark reasonably agree is required to be included therein relating to such sale of Registrable Securities; and file such supplement or post-effective amendment as soon as practicable in accordance with the Securities Act and the rules and regulations promulgated thereunder; (f) furnish to each selling Holder and each managing underwriter, if any, one signed copy of the Registration Statement or Registration Statements, any Newmark Free Writing Prospectus and any post-effective amendment thereto, including all financial statements and schedules thereto, all documents incorporated therein by reference and all exhibits thereto (including exhibits incorporated by reference) as promptly as practicable after filing such documents with the SEC; (g) deliver to each selling Holder and each underwriter, if any, as many copies of the Prospectus or Prospectuses (including each preliminary Prospectus) and any amendment, supplement or exhibit thereto as such Persons may reasonably request; and consent to the use of such Prospectus or any amendment, supplement or exhibit thereto by each such selling Holder and underwriter, if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus, amendment, supplement or exhibit, in each case in accordance with the intended method or methods of disposition thereof; (h) prior to any public offering of Registrable Securities, register or qualify, or cooperate with the selling Holders, the underwriter(s), if any, and their respective counsel in connection with the registration or qualification of, such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as may be requested by the Holders of a majority of the Registrable Securities included in such Registration Statement; keep each such registration or qualification effective during the period that the applicable Registration Statement is required to be maintained effective under this Agreement; and do any and all other acts or things necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by such Registration Statement; provided, however, that Newmark will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to general service of process in any jurisdiction where it is not then so subject; (i) furnish to counsel selected by the Holders, prior to the filing of a Registration Statement or Prospectus or any supplement or post-effective amendment or any Newmark Free Writing Prospectus thereto with the SEC, copies of such documents and with a reasonable and appropriate opportunity to review and comment on such documents, subject to such documents being under Newmark’s control; (j) cooperate with the selling Holders and the underwriter(s), if any, in the preparation and delivery of certificates representing the Registrable Securities to be sold, such certificates to be in such denominations and registered in such names as such selling Holders or underwriter(s) may request at least five (5) Business Days prior to any sale of Registrable Securities represented by such certificates; (k) subject to Section 4.3, upon the occurrence of any event described in clause (vi) of Section 4.1(c), promptly prepare and file a supplement or post-effective amendment to the applicable Registration Statement or Prospectus or any document incorporated therein by reference, and any other required documents, so that such Registration Statement and Prospectus will not thereafter contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading, in light of the circumstances under which they were made, and to cause such supplement or post-effective amendment to become effective as soon as practicable; (l) take all other actions in connection therewith as are reasonably necessary or desirable to expedite or facilitate the disposition of the Registrable Securities included in such Registration Statement and, in the case of an underwritten offering: (i) enter into an underwriting agreement in customary form with the managing underwriter(s) (such agreement to contain standard and customary indemnities, representations, warranties and other agreements of or from Newmark, as the case may be); (ii) obtain opinions of counsel to Newmark (which, if reasonably acceptable to the underwriter(s), may be Newmark’s inside counsel) addressed to the underwriter(s), such opinions to be in customary form; and (iii) obtain “comfort” letters from Newmark’s independent certified public accountants addressed to the underwriter(s), such letters to be in customary form; (m) with respect to each Newmark Free Writing Prospectus or other materials to be included in the Disclosure Package, ensure that no Registrable Securities be sold “by means of” (as defined in Rule 159A(b) promulgated under the Securities Act) such Newmark Free Writing Prospectus or other materials without the Holders whose Registrable Securities are being registered having first been provided with a reasonable opportunity to review and comment on such documents; (n) within the deadlines specified by the Securities Act, make all required filings of all Prospectuses and Newmark Free Writing Prospectuses with the SEC; (o) make available for inspection by any selling Holder of Registrable Securities, any underwriter(s) participating in any disposition pursuant to such Registration Statement, and any attorney, accountant or other agent retained by any such selling Holder or underwriter(s) all reasonably requested financial and other records, pertinent corporate documents and properties of Newmark; and cause Newmark’s officers, directors, employees, attorneys and independent accountants to supply all information reasonably requested by any such selling Holders, underwriter(s), attorneys, accountants or agents in connection with such Registration Statement (each selling Holder of Registrable Securities agrees, on its own behalf and on behalf of all its underwriter(s), accountants, attorneys and agents, that the information obtained by it as a result of such inspections shall be kept confidential by it and, except as required by law, not disclosed by it, in each case, unless and until such information is made generally available to the public other than by such selling Holder; and each selling Holder of Registrable Securities further agrees, on its own behalf and on behalf of all its underwriter(s), accountants, attorneys and agents, that it will, upon learning that disclosure of such information is sought in a court of competent jurisdiction, promptly give notice to Newmark and allow Newmark at its expense, to undertake appropriate action to prevent disclosure of the information deemed confidential); (p) consider in good faith any reasonable request of the selling Holders and underwriters for the participation of management of Newmark in “road shows” and similar sales events; (q) reasonably cooperate with the selling Holders and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel, in connection with any filings required to be made with the National Association of Securities Dealers; (r) cause all Registrable Securities covered by the applicable Registration Statement to be listed on each securities exchange on which any Newmark Common Stock is then listed or quoted; and (s) take all other customary steps reasonably necessary to effect the registration of the Registrable Securities contemplated hereby.

Use Reasonable Best Efforts. In connection with NewmarkArlo’s registration obligations pursuant to Article II and Article III, Newmark ▇▇▇▇ shall use its reasonable best efforts to effect such registrations to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof and pursuant thereto Newmark ▇▇▇▇ shall as expeditiously as reasonably practicable: (a) prepare and file with the SEC a Registration Statement or Registration Statements relating to the registration on any appropriate form under the Securities Act, and to cause such Registration Statement to become effective as soon as reasonably practicable and to remain continuously effective for the time period required by this Agreement to the extent permitted under the Securities Act; (b) except in the case of a Shelf Registration effected on Form S-3, prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement effective for the time period required by this Agreement; cause the Registration Statement and the related Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed in accordance with the Securities Act and any rules and regulations promulgated thereunder; and otherwise comply with the provisions of the Securities Act as may be necessary to facilitate the disposition of all Registrable Securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of disposition by the selling Holders thereof set forth in such Registration Statement or such Prospectus or Prospectus supplement; (c) in the case of a Shelf Registration effected on Form S-3, prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities subject thereto for a period ending on the earlier of (i) thirty-six (36) months after the effective date of such Registration Statement plus the number of days that any filing or effectiveness has been delayed under Section 2.3 and (ii) the date on which all the Registrable Securities subject thereto have been sold pursuant to such Registration Statement; (d) notify the selling Holders and the managing underwriter(s), if any, promptly if at any time (i) any Prospectus, Registration Statement or amendment or supplement thereto is filed, (ii) any Registration Statement, or any post-effective amendment thereto, becomes effective, (iii) the SEC or any other federal or state governmental authority requests any amendment or supplement to, or any additional information in respect of, any Registration Statement or Prospectus, (iv) the SEC or any other federal or state governmental authority issues any stop order suspending the effectiveness of a Registration Statement or initiates any proceedings for that purpose, (v) Newmark ▇▇▇▇ receives any notice that the qualification of any Registrable Securities for sale in any jurisdiction has been suspended or that any proceeding has been initiated for the purpose of suspending such qualification, (vi) upon the discovery of any event which requires that any changes be made in such Registration Statement or any related Prospectus so that such Registration Statement or Prospectus will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances under which they were made (provided, however, that, in the case of this subclause (vi), such notice need only state that an event of such nature has occurred, without describing such event), (vii) of the determination by counsel of Newmark ▇▇▇▇ that a post-effective amendment to a Registration Statement is advisable; or (viii) if, at any time, the representations and warranties of Newmark ▇▇▇▇ in any applicable underwriting agreement cease to be true and correct in all material respects. Newmark ▇▇▇▇ hereby agrees to promptly reimburse any selling Holders for any reasonable out-of-pocket losses and expenses incurred in connection with any uncompleted sale of any Registrable Securities in the event that Newmark ▇▇▇▇ fails to timely notify such Holder that the Registration Statement then on file with the SEC is no longer effective; (de) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement, or the qualification of any Registrable Securities for sale in any jurisdiction, at the earliest reasonably practicable time; (ef) if requested by the managing underwriter(s) or any Holder of Registrable Securities being sold in connection with an underwritten offering, incorporate into a Prospectus supplement or a post-effective amendment to the Registration Statement any information which that the managing underwriter(s), such Holder and Newmark ▇▇▇▇ reasonably agree is required to be included therein relating to such sale of Registrable Securities; and file such supplement or post-effective amendment as soon as practicable in accordance with the Securities Act and the rules and regulations promulgated thereunder; (fg) furnish to each selling upon the written request of a Holder and each or managing underwriter, if any, furnish to such Persons, one signed copy of the Registration Statement or Registration Statements, any Newmark ▇▇▇▇ Free Writing Prospectus and any post-effective amendment thereto, including all financial statements and schedules thereto, all documents incorporated therein by reference and all exhibits thereto (including exhibits incorporated by reference) as promptly as practicable after filing such documents with the SEC; (gh) deliver to each selling upon the written request of a Holder and each or managing underwriter, if any, deliver to such Persons, as many copies of the Prospectus or Prospectuses (including each preliminary Prospectus) and any amendment, supplement or exhibit thereto as such Persons may reasonably request; and consent to the use of such Prospectus or any amendment, supplement or exhibit thereto by each such selling Holder and underwriter, if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus, amendment, supplement or exhibit, in each case case, in accordance with the intended method or methods of disposition thereof; (hi) prior to any public offering of Registrable Securities, register or qualify, or cooperate with the selling Holders, the underwriter(s), if any, and their respective counsel in connection with the registration or qualification of, such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as may be requested by the Holders of a majority of the Registrable Securities included in such Registration Statement; keep each such registration or qualification effective during the period that the applicable Registration Statement is required to be maintained effective under this Agreement; and do any and all other acts or things necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by such Registration Statement; provided, however, that Newmark ▇▇▇▇ will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to general service of process in any jurisdiction where it is not then so subject; (ij) furnish to counsel selected by the Holders, prior to the filing of a Registration Statement or Prospectus or any supplement or post-effective amendment or any Newmark ▇▇▇▇ Free Writing Prospectus thereto with the SEC, copies of such documents and with a reasonable and appropriate opportunity to review and comment on such documents, subject to such documents being under NewmarkArlo’s control; (jk) cooperate with the selling Holders and the underwriter(s), if any, in the preparation and delivery of certificates representing the Registrable Securities to be sold, such certificates to be in such denominations and registered in such names as such selling Holders or underwriter(s) may request at least five (5) Business Days prior to any sale of Registrable Securities represented by such certificates; (kl) subject to Section 4.3, upon the occurrence of any event described in clause (vi) of Section 4.1(c4.1(d)(vi), promptly prepare and file a supplement or post-effective amendment to the applicable Registration Statement or Prospectus or any document incorporated therein by reference, and any other required documents, so that such Registration Statement and Prospectus will not thereafter contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading, in light of the circumstances under which they were made, and to cause such supplement or post-effective amendment to become effective as soon as practicable; (lm) take all other actions in connection therewith as are reasonably necessary or desirable to expedite or facilitate the disposition of the Registrable Securities included in such Registration Statement and, in the case of an underwritten offering: (i) enter into an underwriting agreement in customary form with the managing underwriter(s) (such agreement to contain standard and customary indemnities, representations, warranties and other agreements of or from Newmark▇▇▇▇, as the case may be); (ii) obtain opinions of counsel to Newmark ▇▇▇▇ (which, if reasonably acceptable to the underwriter(s), may be NewmarkArlo’s inside counsel) addressed to the underwriter(s), such opinions to be in customary form; and (iii) obtain “comfort” letters from NewmarkArlo’s independent certified public accountants addressed to the underwriter(s), such letters to be in customary form; (mn) with respect to each Newmark ▇▇▇▇ Free Writing Prospectus or other materials to be included in the Disclosure Package, ensure that no Registrable Securities be sold “by means of” (as defined in Rule 159A(b) promulgated under the Securities Act) such Newmark ▇▇▇▇ Free Writing Prospectus or other materials without the Holders whose Registrable Securities are being registered having first been provided with a reasonable opportunity to review and comment on such documents; (no) within the deadlines specified by the Securities Act, make all required filings of all Prospectuses and Newmark ▇▇▇▇ Free Writing Prospectuses with the SEC; (op) make available for inspection by any selling Holder of Registrable Securities, any underwriter(s) participating in any disposition pursuant to such Registration Statement, and any attorney, accountant or other agent retained by any such selling Holder or underwriter(s) all reasonably requested financial and other records, pertinent corporate documents and properties of Newmark▇▇▇▇; and cause NewmarkArlo’s officers, directors, employees, attorneys and independent accountants to supply all information reasonably requested by any such selling Holders, underwriter(s), attorneys, accountants or agents in connection with such Registration Statement (each selling Holder of Registrable Securities agrees, on its own behalf and on behalf of all its underwriter(s), accountants, attorneys and agents, that the information obtained by it as a result of such inspections shall be kept confidential by it and, except as required by law, not disclosed by it, in each case, unless and until such information is made generally available to the public other than by such selling Holder; and each selling Holder of Registrable Securities further agrees, on its own behalf and on behalf of all its underwriter(s), accountants, attorneys and agents, that it will, upon learning that disclosure of such information is sought in a court of competent jurisdiction, promptly give notice to Newmark ▇▇▇▇ and allow Newmark ▇▇▇▇ at its expense, to undertake appropriate action to prevent disclosure of the information deemed confidential); (pq) consider in good faith any reasonable request of the selling Holders and underwriters for the participation of management of Newmark ▇▇▇▇ in “road shows” and similar sales events; (qr) reasonably cooperate with the selling Holders and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel, in connection with any filings required to be made with the National Association of Securities DealersFinancial Industry Regulatory Authority; (rs) cause all Registrable Securities covered by the applicable Registration Statement to be listed on each securities exchange on which any Newmark ▇▇▇▇ Common Stock is then listed or quoted; and (st) take all other customary steps reasonably necessary to effect the registration of the Registrable Securities contemplated hereby.

Use Reasonable Best Efforts. In connection with NewmarkGuild’s registration obligations pursuant to Article II and Article III, Newmark Guild shall use its reasonable best efforts to effect such registrations to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof and pursuant thereto Newmark Guild shall as expeditiously promptly as reasonably practicable: (a) prepare and file with the SEC Commission a Registration Statement or Registration Statements relating to the registration on any appropriate form under the Securities Act, and to cause such Registration Statement to become effective as soon promptly as reasonably practicable and to remain continuously effective for the time period required by this Agreement to the extent permitted under the Securities Act; (b) except in the case of a Shelf Registration effected on Form S-3, prepare and file with the SEC Commission such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement effective for the time period required by this Agreement; cause the Registration Statement and the related Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed in accordance with the Securities Act and any rules and regulations promulgated thereunder; and otherwise comply with the provisions of the Securities Act as may be necessary to facilitate the disposition of all Registrable Securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of disposition by the selling Holders thereof set forth in such Registration Statement or such Prospectus or Prospectus supplement; (c) in the case of a Shelf Registration effected on Form S-3, prepare and file with the Commission such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities subject thereto for a period ending on the earlier of (i) the date on which all the Registrable Securities subject thereto have been sold pursuant to such Registration Statement and (ii) such shorter period as the Holders of shares of Class A Common Stock covered by such Shelf Registration shall agree (based on the determination by the Holders of a majority of the Registrable Securities to be registered on such Shelf Registration Statement, which shall include the MCMI Holder, for so long as it holds any Registrable Securities, and any Affiliates of the MCMI Holder, for so long as they hold any Registrable Securities) in writing; (d) notify the selling Holders and the managing underwriter(s), if any, promptly if at any time (i) any Prospectus, Registration Statement or amendment or supplement thereto is filed, (ii) any Registration Statement, or any post-effective amendment thereto, becomes effective, (iii) the SEC Commission or any other federal or state governmental authority Governmental Authority requests any amendment or supplement to, or any additional information in respect of, any Registration Statement or Prospectus, (iv) the SEC Commission or any other federal or state governmental authority Governmental Authority issues any stop order suspending the effectiveness of a Registration Statement or initiates any proceedings for that purpose, (v) Newmark Guild receives any notice that the qualification of any Registrable Securities for sale in any jurisdiction has been suspended or that any proceeding has been initiated for the purpose of suspending such qualification, (vi) upon the discovery of any event which requires that any changes be made in such Registration Statement or any related Prospectus so that such Registration Statement or Prospectus will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances under which they were made (provided, however, that, in the case of this subclause (vi), such notice need only state that an event of such nature has occurred, without describing such event), (vii) of the determination by counsel of Newmark Guild that a post-effective amendment to a Registration Statement is advisable; or (viii) if, at any time, the representations and warranties of Newmark Guild in any applicable underwriting agreement cease to be true and correct in all material respects. Newmark Guild hereby agrees to promptly reimburse any selling Holders for any reasonable out-of-pocket losses and expenses incurred in connection with any uncompleted sale of any Registrable Securities in the event that Newmark Guild fails to timely notify such Holder that the Registration Statement then on file with the SEC Commission is no longer effective; (de) make every use its reasonable effort best efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement, or the qualification of any Registrable Securities for sale in any jurisdiction, at the earliest reasonably practicable time; (ef) if requested by the managing underwriter(s) or any Holder of Registrable Securities being sold in connection with an underwritten offering, incorporate into a Prospectus supplement or a post-effective amendment to the Registration Statement any information which that the managing underwriter(s), such Holder and Newmark Guild reasonably agree is required to be included therein relating to such sale of Registrable Securities; and file such supplement or post-effective amendment as soon as practicable in accordance with the Securities Act and the rules and regulations promulgated thereunder; (fg) furnish to each selling upon the written request of a Holder and each or managing underwriter, if any, furnish to such Persons, one signed copy of the Registration Statement or Registration Statements, any Newmark Guild Free Writing Prospectus and any post-effective amendment thereto, including all financial statements and schedules thereto, all documents incorporated therein by reference and all exhibits thereto (including exhibits incorporated by reference) as promptly as practicable after filing such documents with the SECCommission; (gh) deliver to each selling upon the written request of a Holder and each or managing underwriter, if any, deliver to such Persons, as many copies of the Prospectus or Prospectuses (including each preliminary Prospectus) and any amendment, supplement or exhibit thereto as such Persons may reasonably request; and consent to the use of such Prospectus or any amendment, supplement or exhibit thereto by each such selling Holder and underwriter, if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus, amendment, supplement or exhibit, in each case case, in accordance with the intended method or methods of disposition thereof; (hi) prior to any public offering of Registrable Securities, use its reasonable best efforts to register or qualify, or and cooperate with the selling HoldersHolders to register or qualify, the underwriter(s), if any, and their respective counsel in connection with the registration or qualification of, such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as may be requested by the Holders of a majority of the Registrable Securities included in such Registration Statement; keep each such registration or qualification effective during the period that the applicable Registration Statement is required to be maintained effective under this Agreement; and do any and all other acts or things necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by such Registration Statement; provided, however, that Newmark Guild will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to taxation or general service of process in any jurisdiction where it is not then so subject; (ij) furnish to counsel selected by the Holders, prior to the filing of a Registration Statement or Prospectus or any supplement or post-effective amendment or any Newmark Guild Free Writing Prospectus thereto with the SECCommission, copies of such documents and with a reasonable and appropriate opportunity to review and comment on such documents, subject to such documents being under NewmarkGuild’s control; (jk) cooperate with the selling Holders and the underwriter(s), if any, in the preparation and delivery of certificates representing the Registrable Securities to be sold, such certificates to be in such denominations and registered in such names as such selling Holders or underwriter(s) may request at least five (5) Business Days prior to any sale of Registrable Securities represented by such certificates; provided that Guild may satisfy its obligations hereunder without issuing physical stock certificates through the use of The Depository Trust Company’s Direct Registration System; (kl) subject to Section 4.3, upon the occurrence of any event described in clause (vi) of Section 4.1(c4.1(d)(vi), promptly prepare and file a supplement or post-effective amendment to the applicable Registration Statement or Prospectus or any document incorporated therein by reference, and any other required documents, so that such Registration Statement and Prospectus will not thereafter contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading, in light of the circumstances under which they were made, and to cause such supplement or post-effective amendment to become effective as soon promptly as practicable; (lm) take all other actions in connection therewith as are reasonably necessary or desirable to expedite or facilitate the disposition of the Registrable Securities included in such Registration Statement and, in the case of an underwritten offering: (i) enter into an underwriting agreement in customary form with the managing underwriter(s) (such agreement to contain standard and customary indemnities, representations, warranties and other agreements of or from NewmarkGuild, as the case may be); (ii) obtain opinions of counsel to Newmark Guild (which, if reasonably acceptable to the underwriter(s), may be NewmarkGuild’s inside counsel) addressed to the underwriter(s), such opinions to be in customary form; and (iii) obtain “comfort” letters from NewmarkGuild’s independent certified public accountants addressed to the underwriter(s), such letters to be in customary form; (mn) with respect to each Newmark Guild Free Writing Prospectus or other materials to be included in the Disclosure Package, ensure that no Registrable Securities be sold “by means of” (as defined in Rule 159A(b) promulgated under the Securities Act) such Newmark Guild Free Writing Prospectus or other materials without the Holders whose Registrable Securities are being registered having first been provided with a reasonable opportunity to review and comment on such documents; (no) within the deadlines specified by the Securities Act, make all required filings of all Prospectuses and Newmark Guild Free Writing Prospectuses with the SECCommission; (op) make available upon reasonable notice at reasonable times and for reasonable periods for inspection by any selling Holder of Registrable Securities, any underwriter(s) participating in any disposition pursuant to such Registration Statement, and any attorney, accountant or other agent retained by any such selling Holder or underwriter(s) all reasonably requested financial and other records, pertinent corporate documents and properties of NewmarkGuild; and cause NewmarkGuild’s officers, directors, employees, attorneys and independent accountants to make themselves available at reasonable times and for reasonable periods to discuss the business of Guild and to supply all information available to Guild reasonably requested by any such selling Holders, underwriter(s), attorneys, accountants or agents in connection with such Registration Statement as shall be necessary to enable them to exercise their due diligence responsibility (each selling Holder of Registrable Securities agrees, on its own behalf and on behalf of all its underwriter(s), accountants, attorneys and agents, that the information obtained by it as a result of such inspections shall be kept confidential by it and, except as required by law, not disclosed by it, in each case, unless and until such information is made generally available to the public other than by such selling Holder; and each selling Holder of Registrable Securities further agrees, on its own behalf and on behalf of all its underwriter(s), accountants, attorneys and agents, that it will, upon learning that disclosure of such information is sought in a court of competent jurisdiction, promptly give notice to Newmark Guild and allow Newmark Guild at its expense, to undertake appropriate action to prevent disclosure of the information deemed confidential); (pq) consider in good faith any reasonable request of the selling Holders and underwriters for the participation of management of Newmark Guild in “road shows” and similar sales events; (qr) reasonably cooperate with the selling Holders and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel, in connection with any filings required to be made with the National Association of Securities DealersFinancial Industry Regulatory Authority; (rs) cause all Registrable Securities covered by the applicable Registration Statement to be listed on each securities exchange on which any Newmark Class A Common Stock is then listed or quoted; and (st) take all other customary steps reasonably necessary or desirable to effect the registration of the Registrable Securities contemplated hereby.

Use Reasonable Best Efforts. In connection with Newmarkthe Corporation’s registration obligations pursuant to Article II subsections (b) and Article III(c) of this Section, Newmark the Corporation shall use its reasonable best efforts to effect such registrations to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof and pursuant thereto Newmark shall as expeditiously as reasonably practicableand: (a1) to prepare and file with the SEC a Registration Statement or Registration Statements relating to the registration on any appropriate form under the Securities 1933 Act, and to cause such Registration Statement to become effective as soon as reasonably practicable and to remain continuously effective for the time period required by this Agreement to the extent permitted under the Securities 1933 Act; (b2) to prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement effective for the time applicable period required by this Agreementset forth in paragraph (b)(i); and to cause the Registration Statement and the related Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed in accordance with the Securities 1933 Act and any rules and regulations promulgated thereunder; and otherwise to comply with the provisions of the Securities 1933 Act as may be necessary to facilitate the disposition of all Registrable Securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of disposition by the selling Holders Purchaser thereof set forth in such Registration Statement or such Prospectus or Prospectus supplement; (c3) to notify the Purchaser if it is selling Holders Registrable Securities and the managing underwriter(s), if any, promptly if at any time (iA) any Prospectus, Registration Statement or amendment or supplement thereto is filed, (iiB) any Registration Statement, or any post-effective amendment thereto, becomes effective, (iiiC) the SEC or any other federal or state governmental authority requests any amendment or supplement to, or any additional information in respect of, any Registration Statement or Prospectus, (ivD) the SEC or any other federal or state governmental authority issues any stop order suspending the effectiveness of a Registration Statement or initiates any proceedings for that purpose, (vE) Newmark the Corporation receives any notice that the qualification of any Registrable Securities for sale in any jurisdiction has been suspended or that any proceeding has been initiated for the purpose of suspending such qualification, or (viF) upon the discovery discovery, or upon the occurrence of any event event, which requires that any changes be made in such Registration Statement or any related Prospectus so that such Registration Statement or Prospectus will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances under which they were made (made; provided, however, that, that in the case of this subclause (vi), such notice need only state that an event of such nature has occurred, without describing such event), (vii) of the determination by counsel of Newmark that a post-effective amendment to a Registration Statement is advisable; or (viii) if, at any time, the representations and warranties of Newmark in any applicable underwriting agreement cease to be true and correct in all material respects. Newmark hereby agrees to promptly reimburse any selling Holders for any reasonable out-of-pocket losses and expenses incurred in connection with any uncompleted sale of any Registrable Securities in the event that Newmark fails to timely notify such Holder that the Registration Statement then on file with the SEC is no longer effective; (d4) to make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement, or the qualification of any Registrable Securities for sale in any jurisdiction, at the earliest reasonably practicable timemoment; (e5) if requested by the managing underwriter(s) or any Holder of Registrable Securities being sold in connection with an underwritten offering, to incorporate into a Prospectus supplement or a post-effective amendment to the Registration Statement any information which the managing underwriter(s), Corporation and such Holder and Newmark Purchaser reasonably agree is required to be included therein relating to such sale of Registrable Securities; and to file such supplement or post-effective amendment as soon as practicable in accordance with the Securities Act and the rules and regulations promulgated thereunder1933 Act; (f6) to furnish to each selling Holder Purchaser and each managing underwriter, if any, one signed copy of the Registration Statement or Registration Statements, any Newmark Free Writing Prospectus and any post-effective amendment thereto, including all financial statements and schedules thereto, all documents incorporated therein by reference and all exhibits thereto (including exhibits incorporated by reference) as promptly as practicable after filing such documents with the SEC; (g7) if Registrable Securities being sold in connection with an underwritten offering, to deliver to each selling Holder Purchaser and each underwriter, if any, as many copies of the Prospectus or Prospectuses (including each preliminary Prospectus) and any amendment, supplement or exhibit thereto as such Persons may reasonably request; and to consent to the use of such Prospectus or any amendment, supplement or exhibit thereto by each such selling Holder Purchaser and underwriter, if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus, amendment, supplement or exhibit, exhibit in each case in accordance with the intended method or methods of disposition thereof; (h) 8) prior to any public offering of Registrable Securities, to register or qualify, or to cooperate with the selling HoldersPurchaser, the underwriter(s), if any, and their respective counsel in connection with the registration or qualification of, such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as may be requested by the Holders of a majority of the Registrable Securities included in such Registration Statement; to keep each such registration or qualification effective during the period set forth in paragraph (b)(i) that the applicable Registration Statement is required to be maintained effective under this Agreementkept effective; and to do any and all other acts or things necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by such Registration Statement; provided, however, that Newmark the Corporation will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action that which would subject it to general service of process in any jurisdiction where it is not then so subject; (i9) furnish to counsel selected by the Holders, prior to the filing of a Registration Statement or Prospectus or any supplement or post-effective amendment or any Newmark Free Writing Prospectus thereto with the SEC, copies of such documents and with a reasonable and appropriate opportunity to review and comment on such documents, subject to such documents being under Newmark’s control; (j) cooperate with the selling Holders Purchaser and the underwriter(s), if any, in the preparation and delivery of certificates representing the Registrable Securities to be sold, such certificates to be in such denominations and registered in such names as such selling Holders Purchaser or managing underwriter(s) may request at least five (5) Business Days prior to any sale of Registrable Securities represented by such certificates; (k10) subject to Section 4.3paragraph (d)(iii) hereof, upon the occurrence of any event described in clause (viF) of Section 4.1(c)subparagraph (d)(i)(3) above, promptly to prepare and file a supplement or post-effective amendment to the applicable Registration Statement or Prospectus or any document incorporated therein by reference, and any other required documents, so that such Registration Statement and Prospectus will not thereafter contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading, in light of the circumstances under which they were made, and to cause such supplement or post-effective amendment to become effective as soon as practicable; (l11) to take all other actions in connection therewith as are reasonably necessary or desirable in order to expedite or facilitate the disposition of the Registrable Securities included in such Registration Statement and, in the case of an underwritten offering: (i) to enter into an underwriting agreement in customary form with the managing underwriter(s) (such agreement to contain standard and customary indemnities, representations, warranties and other agreements of or from Newmarkthe Corporation, as the case may be); (ii) to obtain opinions of counsel to Newmark the Corporation (which, which (if reasonably acceptable to the underwriter(s), ) may be Newmarkthe Corporation’s inside counsel) addressed to the underwriter(s), such opinions to be in customary form; and (iii) to obtain “comfort” letters from Newmarkthe Issuer’s or the Corporation’s independent certified public accountants addressed to the underwriter(s), such letters to be in customary form; (m12) with respect to each Newmark Free Writing Prospectus or other materials to be included in the Disclosure Package, ensure that no Registrable Securities be sold “by means of” (as defined in Rule 159A(b) promulgated under the Securities Act) such Newmark Free Writing Prospectus or other materials without the Holders whose Registrable Securities are being registered having first been provided with a reasonable opportunity to review and comment on such documents; (n) within the deadlines specified by the Securities Act, make all required filings of all Prospectuses and Newmark Free Writing Prospectuses with the SEC; (o) make available for inspection by any selling Holder of Registrable Securities, any underwriter(s) participating in any disposition pursuant to such Registration Statement, and any attorney, accountant or other agent retained by any such selling Holder or underwriter(s) all reasonably requested financial and other records, pertinent corporate documents and properties of Newmark; and cause Newmark’s officers, directors, employees, attorneys and independent accountants to supply all information reasonably requested by any such selling Holders, underwriter(s), attorneys, accountants or agents in connection with such Registration Statement (each selling Holder of Registrable Securities agrees, on its own behalf and on behalf of all its underwriter(s), accountants, attorneys and agents, that the information obtained by it as a result of such inspections shall be kept confidential by it and, except as required by law, not disclosed by it, in each case, unless and until such information is made generally available to the public other than by such selling Holder; and each selling Holder of Registrable Securities further agrees, on its own behalf and on behalf of all its underwriter(s), accountants, attorneys and agents, that it will, upon learning that disclosure of such information is sought in a court of competent jurisdiction, promptly give notice to Newmark and allow Newmark at its expense, to undertake appropriate action to prevent disclosure of the information deemed confidential); (p) consider in good faith any reasonable request of the selling Holders Purchaser and underwriters for the participation of management of Newmark the Corporation in “road shows” and similar sales events;; and (q13) reasonably cooperate with the selling Holders Purchaser and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel, in connection with any filings required to be made by the Financial Industry Regulatory Authority. (14) in connection with the National Association filing of Securities Dealers; (r) cause all Registrable Securities covered by the applicable a Registration Statement hereunder or any amendment or supplement to a Registration Statement or Prospectus hereunder, the Corporation shall, not less than three (3) business days prior to such filing, furnish to the Purchaser copies of such Registration Statement, Prospectus or amendment or supplement thereto, as proposed to be listed on each securities exchange on filed, which any Newmark Common Stock is then listed or quoted; and (s) take all other customary steps reasonably necessary documents will be subject to effect the registration review of the Registrable Securities contemplated herebyPurchaser (it being acknowledged and agreed that if the Purchaser does not object to or comment on the aforementioned documents within such three (3) business day period, then the Purchaser shall be deemed to have consented to and approved the use of such documents). The Corporation shall not file any Registration Statement or amendment or supplement thereto in a form to which the Purchaser reasonably objects in good faith, provided that, the Corporation is notified of such objection in writing within the three (3) business day period described above.

Use Reasonable Best Efforts. In connection with Newmark’s BGC Partners’ registration obligations pursuant to Article II and Article IIIIII hereof, Newmark BGC Partners shall use its reasonable best efforts to effect such registrations to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof and pursuant thereto Newmark BGC Partners shall as expeditiously as reasonably practicable: (a) prepare and file with the SEC a Registration Statement or Registration Statements relating to the registration on any appropriate form under the Securities Act, and to cause such Registration Statement to become effective as soon as reasonably practicable and to remain continuously effective for the time period required by this Agreement to the extent permitted under the Securities Act; (b) prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement effective for the time applicable period required by this Agreementset forth in Section 2.1; and to cause the Registration Statement and the related Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed in accordance with the Securities Act and any rules and regulations promulgated thereunder; and otherwise to comply with the provisions of the Securities Act as may be necessary to facilitate the disposition of all Registrable Securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of disposition by the selling Holders thereof set forth in such Registration Statement or such Prospectus or Prospectus supplement; (c) notify the selling Holders and the managing underwriter(s), if any, promptly if at any time (i) any Prospectus, Registration Statement or amendment or supplement thereto is filed, (ii) any Registration Statement, or any post-effective amendment thereto, becomes effective, (iii) the SEC or any other federal or state governmental authority requests any amendment or supplement to, or any additional information in respect of, any Registration Statement or Prospectus, (iv) the SEC or any other federal or state governmental authority issues any stop order suspending the effectiveness of a Registration Statement or initiates any proceedings for that purpose, (v) Newmark BGC Partners receives any notice that the qualification of any Registrable Securities for sale in any jurisdiction has been suspended or that any proceeding has been initiated for the purpose of suspending such qualification, qualification (vi) upon the discovery of any event which requires that any changes be made in such Registration Statement or any related Prospectus so that such Registration Statement or Prospectus will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances under which they were made (made; provided, however, that, that in the case of this subclause (vi), such notice need only state that an event of such nature has occurred, without describing such event), or (vii) of the determination by counsel of Newmark BGC Partners that a post-effective amendment to a Registration Restriction Statement is advisable; or (viii) if, at any time, the representations and warranties of Newmark in any applicable underwriting agreement cease to be true and correct in all material respects. Newmark BGC Partners hereby agrees to promptly reimburse any selling Holders for any reasonable out-of-pocket losses and expenses incurred in connection with any uncompleted sale of any Registrable Securities in the event that Newmark BGC Partners fails to timely notify such Holder that the Registration Statement then on file with the SEC is no longer effective; (d) to make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement, or the qualification of any Registrable Securities for sale in any jurisdiction, at the earliest reasonably practicable timemoment; (e) if requested by the managing underwriter(s) or any Holder of Registrable Securities being sold in connection with an underwritten offering, to incorporate into a Prospectus supplement or a post-effective amendment to the Registration Statement any information which the managing underwriter(s), such Holder and Newmark BGC Partners reasonably agree is required to be included therein relating to such sale of Registrable Securities; and to file such supplement or post-effective amendment as soon as practicable in accordance with the Securities Act and the rules and regulations promulgated thereunder; (f) to furnish to each selling Holder and each managing underwriter, if any, one signed copy of the Registration Statement or Registration Statements, any Newmark Company Free Writing Prospectus Prospectus, and any post-effective amendment thereto, including all financial statements and schedules thereto, all documents incorporated therein by reference and all exhibits thereto (including exhibits incorporated by reference) as promptly as practicable after filing such documents with the SEC; (g) to deliver to each selling Holder and each underwriter, if any, as many copies of the Prospectus or Prospectuses (including each preliminary Prospectus) and any amendment, supplement or exhibit thereto as such Persons may reasonably request; and to consent to the use of such Prospectus or any amendment, supplement or exhibit thereto by each such selling Holder and underwriter, if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus, amendment, supplement or exhibit, exhibit in each case in accordance with the intended method or methods of disposition thereof; (h) prior to any public offering of Registrable Securities, to register or qualify, or to cooperate with the selling Holders, the underwriter(s), if any, and their respective counsel in connection with the registration or qualification of, such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as may be requested by the Holders of a majority of the Registrable Securities included in such Registration Statement; to keep each such registration or qualification effective during the period set forth in Section 2.1 that the applicable Registration Statement is required to be maintained effective under this Agreementkept effective; and to do any and all other acts or things necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by such Registration Statement; provided, however, that Newmark BGC Partners will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action that which would subject it to general service of process in any jurisdiction where it is not then so subject; (i) to furnish to counsel selected by the Holders, prior to the filing of a Registration Statement or Prospectus or any supplement or post-effective amendment or any Newmark Company Free Writing Prospectus thereto with the SEC, copies of such documents and with a reasonable and appropriate opportunity to review and comment on such documents, subject to such documents being under NewmarkBGC Partner’s control; (j) to cooperate with the selling Holders and the underwriter(s), if any, in the preparation and delivery of certificates representing the Registrable Securities to be sold, such certificates to be in such denominations and registered in such names as such selling Holders or managing underwriter(s) may request at least five (5) Business Days prior to any sale of Registrable Securities represented by such certificates; (k) subject to Section 4.34.3 hereof, upon the occurrence of any event described in clause (vi) of Section 4.1(c)) above, to promptly prepare and file a supplement or post-effective amendment to the applicable Registration Statement or Prospectus or any document incorporated therein by reference, and any other required documents, so that such Registration Statement and Prospectus will not thereafter contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading, in light of the circumstances under which they were made, and to cause such supplement or post-effective amendment to become effective as soon as practicable; (l) to take all other actions in connection therewith as are reasonably necessary or desirable in order to expedite or facilitate the disposition of the Registrable Securities included in such Registration Statement and, in the case of an underwritten offering: (i) to enter into an underwriting agreement in customary form with the managing underwriter(s) (such agreement to contain standard and customary indemnities, representations, warranties and other agreements of or from NewmarkBGC Partners, as the case may be); (ii) to obtain opinions of counsel to Newmark BGC Partners (which, which (if reasonably acceptable to the underwriter(s), ) may be Newmark’s BGC Partners’ inside counsel) addressed to the underwriter(s), such opinions to be in customary form; and (iii) to obtain “comfort” letters from Newmarkthe Issuer’s or BGC Partners’ independent certified public accountants addressed to the underwriter(s), such letters to be in customary form; (m) with respect to each Newmark BGC Partners Free Writing Prospectus or other materials to be included in the Disclosure Package, ensure that no Registrable Securities be sold “by means of” (as defined in Rule 159A(b) promulgated under the Securities Act) such Newmark BGC Partners Free Writing Prospectus or other materials without the Holders whose Registrable Securities are being registered Cantor having first been provided with a reasonable opportunity to review and comment on such documents; (n) within the deadlines specified by the Securities Act, make all required filings of all Prospectuses and Newmark BGC Partners Free Writing Prospectuses with the SEC; (o) to make available for inspection by any selling Holder of Registrable Securities, any underwriter(s) participating in any disposition pursuant to such Registration Statement, and any attorney, accountant or other agent retained by any such selling Holder or underwriter(s) all reasonably requested financial and other records, pertinent corporate documents and properties of Newmark; BGC Partners and to cause Newmark’s BGC Partners’ officers, directors, employees, attorneys and independent accountants to supply all information reasonably requested by any such selling Holders, underwriter(s), attorneys, accountants or agents in connection with such Registration Statement (each Each selling Holder of Registrable Securities agrees, on its own behalf and on behalf of all its underwriter(s), accountants, attorneys and agents, that the information obtained by it as a result of such inspections shall be kept confidential by it and, except as required by law, not disclosed by it, in each case, case unless and until such information is made generally available to the public other than by such selling Holder; and each selling Holder of Registrable Securities further agrees, on its own behalf and on behalf of all its underwriter(s), accountants, attorneys and agents, that it will, upon learning that disclosure of such information is sought in a court of competent jurisdiction, promptly give notice to Newmark BGC Partners and allow Newmark BGC Partners at its expense, to undertake appropriate action to prevent disclosure of the information deemed confidential); (p) to consider in good faith any reasonable request of the selling Holders and underwriters for the participation of management of Newmark BGC Partners in “road shows” and similar sales events;; and (q) reasonably cooperate with the selling Holders and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel, in connection with any filings required to be made with by the National Association of Securities Dealers; (r) cause all Registrable Securities covered by the applicable Registration Statement to be listed on each securities exchange on which any Newmark Common Stock is then listed or quoted; and (s) take all other customary steps reasonably necessary to effect the registration of the Registrable Securities contemplated hereby.

Use Reasonable Best Efforts. For purposes of a registration request relating to Debt Securities, if required by the Securities Act, such request shall give rise to registration obligations of both the Issuer in respect of such Debt Securities and of PubliCo in respect of the PubliCo shares issuable in respect of such Debt Securities. In connection with Newmarkthe Issuer’s or PubliCo’s registration obligations pursuant to Article II and Article IIIIII hereof, Newmark the Issuer or PubliCo, as the case may be, shall use its reasonable best efforts to effect such registrations to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof thereof, and pursuant thereto Newmark the Issuer or PubliCo, as the case may be, shall as expeditiously as reasonably practicable: (a) prepare and file with the SEC a Registration Statement or Registration Statements relating to the registration on any appropriate form under the Securities Act, and to cause such Registration Statement Statements to become effective as soon as reasonably practicable and to remain continuously effective for the time period required by this Agreement to the extent permitted under the Securities Act; (b) prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement effective for the time applicable period required by this Agreementset forth in Section 2.1; and to cause the Registration Statement and the related Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed in accordance with the Securities Act and any rules and regulations promulgated thereunder; and otherwise to comply with the provisions of the Securities Act as may be necessary to facilitate the disposition of all Registrable Securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of disposition by the selling Holders thereof set forth in such Registration Statement or such Prospectus or Prospectus supplement; (c) notify the selling Holders and the managing underwriter(s), if any, promptly if at any time (i) any Prospectus, Registration Statement or amendment or supplement thereto is filed, (ii) any Registration Statement, or any post-effective amendment thereto, becomes effective, (iii) the SEC or any other federal or state governmental authority requests any amendment or supplement to, or any additional information in respect of, any Registration Statement or Prospectus, (iv) the SEC or any other federal or state governmental authority issues any stop order suspending the effectiveness of a Registration Statement or initiates any proceedings for that purpose, (v) Newmark the Issuer or PubliCo, as the case may be, receives any notice that the qualification of any Registrable Securities for sale in any jurisdiction has been suspended or that any proceeding has been initiated for the purpose of suspending such qualification, or (vi) upon the discovery of any event occurs which requires that any changes be made in such Registration Statement or any related Prospectus so that such Registration Statement or Prospectus will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances under which they were made (; provided, however, that, that in the case of this subclause (vi), such notice need only state that an event of such nature has occurred, without describing such event). The Issuer or PubliCo, (vii) of as the determination by counsel of Newmark that a post-effective amendment to a Registration Statement is advisable; or (viii) ifcase may be, at any time, the representations and warranties of Newmark in any applicable underwriting agreement cease to be true and correct in all material respects. Newmark hereby agrees to promptly reimburse any selling Holders for any reasonable out-of-pocket losses and expenses incurred in connection with any uncompleted sale of any Registrable Securities in the event that Newmark the Issuer or PubliCo, as the case may be, fails to timely notify such Holder that the Registration Statement then on file with the SEC is no longer effective; (d) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement, or the qualification of any Registrable Securities for sale in any jurisdiction, at the earliest reasonably practicable timemoment; (e) if requested by the managing underwriter(s) or any Holder of Registrable Securities being sold in connection with an underwritten offering, incorporate into a Prospectus supplement or a post-effective amendment to the Registration Statement any information which the managing underwriter(s), ) and such Holder and Newmark reasonably agree is required to be included therein relating to such sale of Registrable Securities; and to file such supplement or post-effective amendment as soon as practicable in accordance with the Securities Act and the rules and regulations promulgated thereunderthereunder and the Companies ▇▇▇ ▇▇▇▇ of Bermuda; (f) furnish to each selling Holder and each managing underwriter, if any, one signed copy of the Registration Statement or Registration Statements, any Newmark Free Writing Prospectus Statements and any post-effective amendment thereto, including all financial statements and schedules thereto, all documents incorporated therein by reference and all exhibits thereto (including exhibits incorporated by reference) as promptly as practicable after filing such documents with the SECSEC and the Registrar of Companies in Bermuda; (g) deliver to each selling Holder and each underwriter, if any, as many copies of the Prospectus or Prospectuses (including each preliminary Prospectus) and any amendment, amendment or supplement or exhibit thereto as such Persons may reasonably request; and to consent to the use of such Prospectus or any amendment, amendment or supplement or exhibit thereto by each such selling Holder and underwriter, if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus, amendment, supplement amendment or exhibit, in each case in accordance with the intended method or methods of disposition thereofsupplement; (h) prior to any public offering of Registrable Securities, use its reasonable best efforts to register or qualify, or to cooperate with the selling Holders, the underwriter(s), if any, and their respective counsel in connection with the registration or qualification of, such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as may be requested by the Holders of a majority of the Registrable Securities included in such Registration Statement; to keep each such registration or qualification effective during the period set forth in Section 2.1 that the applicable Registration Statement is required to be maintained effective under this Agreementkept effective; and to do any and all other acts or things necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by such Registration Statement; provided, however, that Newmark the Issuer or PubliCo, as the case may be, will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action that which would subject it to general service of process in any jurisdiction where it is not then so subject; (i) furnish to counsel selected by the Holders, prior to the filing of a Registration Statement or Prospectus or any supplement or post-effective amendment or any Newmark Free Writing Prospectus thereto with the SEC, copies of such documents and with a reasonable and appropriate opportunity to review and comment on such documents, subject to such documents being under Newmark’s control; (j) cooperate with the selling Holders and the underwriter(s), if any, in the preparation and delivery of certificates representing the Registrable Securities to be sold, such certificates to be in such denominations and registered in such names as such selling Holders or managing underwriter(s) may request at least five two (52) Business Days prior to any sale of Registrable Securities represented by such certificates; (kj) subject to Section 4.34.3 hereof, upon the occurrence of any event described in clause (vi) of Section 4.1(c)) above, promptly to prepare and file a supplement or post-effective amendment to the applicable Registration Statement or Prospectus or any document incorporated therein by reference, and any other required documents, so that such Registration Statement and Prospectus will not thereafter contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading, in light of the circumstances under which they were made, and to cause such supplement or post-effective amendment to become effective as soon as practicable; (lk) to take all other actions in connection therewith as are reasonably necessary or desirable in order to expedite or facilitate the disposition of the Registrable Securities included in such Registration Statement and, in the case of an underwritten offering: (i) to enter into an underwriting agreement in customary form with the managing underwriter(s) (such agreement to contain standard and customary indemnities, representations, warranties and other agreements of or from Newmarkthe Issuer or PubliCo, as the case may be); (ii) to obtain opinions of counsel to Newmark the Issuer or PubliCo, as the case may be, (which, which (if reasonably acceptable to the underwriter(s), ) may be Newmarkthe Issuer’s or PubliCo’s inside counsel) addressed to the underwriter(s), such opinions to be in customary form; and (iii) to obtain “comfort” letters from Newmarkthe Issuer’s or PubliCo’s independent certified public accountants addressed to the underwriter(s), such letters to be in customary form; (m) with respect to each Newmark Free Writing Prospectus or other materials to be included in the Disclosure Package, ensure that no Registrable Securities be sold “by means of” (as defined in Rule 159A(b) promulgated under the Securities Act) such Newmark Free Writing Prospectus or other materials without the Holders whose Registrable Securities are being registered having first been provided with a reasonable opportunity to review and comment on such documents; (n) within the deadlines specified by the Securities Act, make all required filings of all Prospectuses and Newmark Free Writing Prospectuses with the SEC; (ol) make available for inspection by any selling Holder of Registrable Securities, any underwriter(s) participating in any disposition pursuant to such Registration Statement, and any attorney, accountant or other agent retained by any such selling Holder or underwriter(s) all reasonably requested financial and other records, pertinent corporate documents and properties of Newmark; the Issuer or PubliCo, as the case may be, and cause Newmarkthe Issuer’s or PubliCo’s officers, directors, employees, attorneys and independent accountants to supply all information reasonably requested by any such selling Holders, underwriter(s), attorneys, accountants or agents in connection with such Registration Statement (each Statement. Each selling Holder of Registrable Securities agrees, on its own behalf and on behalf of all its underwriter(s), accountants, attorneys and agents, that the information obtained by it as a result of such inspections shall be kept confidential by it and, except as required by law, and not disclosed by it, in each case, case unless and until such information is made generally available to the public other than by such selling Holder; and each . Each selling Holder of Registrable Securities further agrees, on its own behalf and on behalf of all its underwriter(s), accountants, attorneys and agents, that it will, upon learning that disclosure of such information is sought in a court of competent jurisdiction, promptly give notice to Newmark the Issuer or PubliCo, as the case may be, and allow Newmark the Issuer or PubliCo, as the case may be, at its expense, to undertake appropriate action to prevent disclosure of the information deemed confidential); (pm) consider in good faith any reasonable request take all such other actions not inconsistent with the terms of this Agreement as the Holders of a majority of the selling Holders and underwriters for Registrable Securities being sold or the participation underwriter(s), if any, reasonably request in order to expedite or facilitate the disposition of management of Newmark in “road shows” and similar sales eventssuch Registrable Securities; (qn) if and to the extent PubliCo sponsors an American Depositary Receipt program in respect of PubliCo Shares, if requested by a Holder, it shall create additional American Depositary Shares (“ADS”) in respect of PubliCo Shares to be registered, representing the same number of underlying shares per ADS as the ADSs that previously were created and issued; and (o) reasonably cooperate with the selling Holders and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel, counsel in connection with any filings required to be made with the National Association of Securities Dealers; (r) cause all Registrable Securities covered by the applicable Registration Statement to be listed on each securities exchange on which any Newmark Common Stock is then listed or quoted; and (s) take all other customary steps reasonably necessary to effect the registration of the Registrable Securities contemplated herebyNASD.

Use Reasonable Best Efforts. In connection with Newmarkthe Corporation’s registration obligations pursuant to Article II and Article IIIthis Agreement, Newmark the Corporation shall use its reasonable best efforts to expeditiously effect such registrations to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof and pursuant thereto Newmark shall as expeditiously as reasonably practicableand: (a1) to prepare and file with the SEC a Registration Statement or Registration Statements relating with respect to the registration such Registrable Securities on any appropriate form under the Securities 1933 Act, and to cause such Registration Statement to become effective as soon as reasonably practicable and to remain continuously effective under the 1933 Act until the earlier of (i) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by the Holders or (ii) the date that all Registrable Securities covered by such Registration Statement may be sold by non-affiliates without volume or manner of sale restrictions under Rule 144, without the requirement for the time period required Corporation to be in compliance with the current public information requirements under Rule 144, as determined by this Agreement counsel to the extent permitted under Corporation pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to the Securities ActCorporation’s transfer agent and the Holder (the “Effectiveness Period”); (b2) to (i) prepare and file with the SEC such amendments and post-effective amendments supplements to each Registration Statement such registration statement, and the prospectus used in connection with such registration statement, as may be necessary to keep such Registration Statement continuously effective as to the applicable Registrable Securities for the time period required by this Agreement; its Effectiveness Period (ii) cause the Registration Statement and the related Prospectus to be amended or supplemented by any required Prospectus supplementsupplement (subject to the terms of this Agreement), and and, as so supplemented or amended, to be filed pursuant to Rule 424 under the 1933 Act; (iii) respond as promptly as reasonably practicable to any comments received from the SEC with respect to each Registration Statement or any amendment thereto and, as promptly as reasonably possible, provide the Holder true and complete copies of all correspondence from and to the SEC relating to such Registration Statement that pertains to the Holder as a “Selling Stockholder” but not any comments that would result in accordance with the Securities Act disclosure to the Holder of material and any rules and regulations promulgated thereundernon-public information concerning the Corporation; and otherwise (iv) comply with the provisions of the Securities 1933 Act as may be necessary and the 1934 Act with respect to facilitate the disposition of all Registrable Securities covered by such a Registration Statement during until such time as all of such Registrable Securities shall have been disposed of (subject to the applicable period terms of this Agreement) in accordance with the intended method or methods of disposition by the selling Holders Holder thereof as set forth in such Registration Statement as so amended or in such Prospectus as so supplemented; provided, however, that Holder shall be responsible for the delivery of the Prospectus to the Persons to whom such Holder sells any of the Registrable Securities (including in accordance with Rule 172 under the 1933 Act), and Holder agrees to dispose of Registrable Securities in compliance with the plan of distribution described in the Registration Statement and otherwise in compliance with applicable federal and state securities laws. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement by reason of the Corporation filing a report on Form 10-K, Form 10-Q or Prospectus supplementForm 8-K or any analogous report under the 1934 Act, the Corporation shall have incorporated such report by reference into such Registration Statement, if applicable, or shall file such amendments or supplements with the SEC on the same day on which the 1934 Act report which created the requirement for the Corporation to amend or supplement such Registration Statement was filed; (c3) to notify the Holder if it is selling Holders Registrable Securities and the managing underwriter(s), if any, promptly if at any time (iA) any Prospectus, Registration Statement or amendment or supplement thereto is proposed to be filed, (iiB) when the SEC notifies the Corporation whether there will be a “review” of such Registration Statement and whenever the SEC comments in writing on any Registration Statement (in which case the Corporation shall provide to each of the Holders true and complete copies of all comments that pertain to the Holder as a “Selling Stockholder” or to the “Plan of Distribution” and all written responses thereto, but not information that the Corporation believes would constitute material and non-public information), (C) any Registration Statement, or any post-effective amendment thereto, becomes effective, (iiiD) the SEC or any other federal or state governmental authority requests any amendment or supplement to, or any additional information in respect of, any Registration Statement or Prospectus, (ivE) the SEC or any other federal or state governmental authority issues any stop order suspending the effectiveness of a Registration Statement or initiates any proceedings for that purpose, (vF) Newmark the Corporation receives any notice that the qualification of any Registrable Securities for sale in any jurisdiction has been suspended or that any proceeding has been threatened or initiated for the purpose of suspending such qualification, or (viG) upon of the discovery occurrence of any event which requires or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any changes be statement made in such Registration Statement or Prospectus or any related document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to such Registration Statement, Prospectus or other documents so that that, in the case of such Registration Statement or Prospectus the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading(in the case of any Prospectus, form of prospectus or supplement thereto, in light of the circumstances under which they were made (made), not misleading; provided, however, that, that in the case of this subclause (viG), such notice need only state that an event of such nature has occurred, without describing such event), (vii) of the determination by counsel of Newmark that a post-effective amendment to a Registration Statement is advisable; or (viii) if, at any time, the representations and warranties of Newmark in any applicable underwriting agreement cease to be true and correct in all material respects. Newmark hereby agrees to promptly reimburse any selling Holders for any reasonable out-of-pocket losses and expenses incurred in connection with any uncompleted sale of any Registrable Securities in the event that Newmark fails to timely notify such Holder that the Registration Statement then on file with the SEC is no longer effective; (d4) make every to use commercially reasonable effort efforts to avoid the issuance of, or, if issued, obtain the withdrawal of any order suspending the effectiveness of a Registration Statement, or the suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest reasonably practicable timeas soon as practicable; (e5) if requested by the managing underwriter(s) or any the Holder of Registrable Securities being sold in connection with an underwritten offering, to promptly incorporate into a Prospectus supplement or a post-effective amendment to the Registration Statement any information which the managing underwriter(s), Corporation and such Holder and Newmark reasonably agree is required to be included therein relating to such sale of Registrable Securities; and to file such supplement or post-effective amendment as soon as practicable in accordance with the Securities Act and the rules and regulations promulgated thereunder1933 Act; (f6) to furnish to each selling the Holder and each managing underwriter, if any, one signed copy of the Registration Statement or Registration Statements, any Newmark Free Writing Prospectus and any post-effective amendment thereto, including all financial statements and schedules thereto, all documents incorporated therein by reference and all exhibits thereto (including exhibits incorporated by reference) as promptly as practicable after filing such documents with the SEC; (g7) if Registrable Securities being sold in connection with an underwritten offering, to deliver to each selling Holder and each underwriter, if any, as many copies of the Prospectus or Prospectuses (including each preliminary Prospectus) and any amendment, supplement or exhibit thereto as such Persons may reasonably request; and to consent to the use of such Prospectus or any amendment, supplement or exhibit thereto by each such selling Holder and underwriter, if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus, amendment, supplement or exhibit, exhibit in each case in accordance with the intended method or methods of disposition thereof; (h) 8) prior to any public offering of Registrable Securities, to register or qualify, or to cooperate with the selling HoldersHolder, the underwriter(s), if any, and their respective counsel in connection with the registration or qualification (or exemption from the registration or qualification) of, such Registrable Securities for offer and sale resale under the securities or blue sky laws of such jurisdictions as may be requested by the Holders of a majority of the Registrable Securities Holder included in such Registration Statement; to keep each such registration or qualification (or exemption therefrom) effective during the period that the applicable Registration Statement is required to be maintained effective under this AgreementEffectiveness Period; and to do any and all other acts or things necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by such Registration Statement; provided, however, that Newmark the Corporation will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action that which would subject it to general service of process in any jurisdiction where it is not then so subject; (i9) furnish to counsel selected by the Holders, prior to the filing of a Registration Statement or Prospectus or any supplement or post-effective amendment or any Newmark Free Writing Prospectus thereto with the SEC, copies of such documents and with a reasonable and appropriate opportunity to review and comment on such documents, subject to such documents being under Newmark’s control; (j) cooperate with the selling Holders Holder and the underwriter(s), if any, in to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be solddelivered to a transferee pursuant to the Registration Statement, which certificates shall be free, to the extent permitted by the Purchase Agreement and under law, of all restrictive legends, and to enable such certificates Registrable Securities to be in such denominations and registered in such names as any such selling Holders or underwriter(s) may request at least five (5) Business Days prior to any sale of reasonably request. Certificates for Registrable Securities represented free from all restrictive legends may be transmitted by the transfer agent to a Holder by crediting the account of such Holder’s prime broker with DTC as directed by such certificatesHolder; (k10) subject to Section 4.3, upon the occurrence of any event described in clause clauses, (viE), (F) or (G) of Section 4.1(c)3(a)(3) above, promptly to prepare and file a supplement or post-effective amendment amendment, including a post-effective amendment, to the applicable affected Registration Statement Statements or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and any other required documents, so that that, as thereafter delivered, such Registration Statement and Prospectus will not thereafter contain an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading(in the case of any Prospectus, form of prospectus or supplement thereto, in light of the circumstances under which they were made), and to cause such supplement or post-effective amendment to become effective as soon as practicablenot misleading; (l11) to take all other actions in connection therewith as are reasonably necessary or desirable in order to expedite or facilitate the disposition of the Registrable Securities included in such Registration Statement and, in the case of an underwritten offering: (i) to enter into an underwriting agreement in customary form with the managing underwriter(s) (such agreement to contain standard and customary indemnities, representations, warranties and other agreements of or from Newmarkthe Corporation, as the case may be); (ii) to obtain opinions of counsel to Newmark the Corporation (which, which (if reasonably acceptable to the underwriter(s), ) may be Newmarkthe Corporation’s inside counsel) addressed to the underwriter(s), such opinions to be in customary form; and (iii) to obtain “comfort” letters from Newmarkthe Corporation’s independent certified public accountants addressed to the underwriter(s), such letters to be in customary form; (m12) with respect to each Newmark Free Writing Prospectus or other materials to be included in the Disclosure Package, ensure that no Registrable Securities be sold “by means of” (as defined in Rule 159A(b) promulgated under the Securities Act) such Newmark Free Writing Prospectus or other materials without the Holders whose Registrable Securities are being registered having first been provided with a reasonable opportunity to review and comment on such documents; (n) within the deadlines specified by the Securities Act, make all required filings of all Prospectuses and Newmark Free Writing Prospectuses with the SEC; (o) make available for inspection by any selling Holder of Registrable Securities, any underwriter(s) participating in any disposition pursuant to such Registration Statement, and any attorney, accountant or other agent retained by any such selling Holder or underwriter(s) all reasonably requested financial and other records, pertinent corporate documents and properties of Newmark; and cause Newmark’s officers, directors, employees, attorneys and independent accountants to supply all information reasonably requested by any such selling Holders, underwriter(s), attorneys, accountants or agents in connection with such Registration Statement (each selling Holder of Registrable Securities agrees, on its own behalf and on behalf of all its underwriter(s), accountants, attorneys and agents, that the information obtained by it as a result of such inspections shall be kept confidential by it and, except as required by law, not disclosed by it, in each case, unless and until such information is made generally available to the public other than by such selling Holder; and each selling Holder of Registrable Securities further agrees, on its own behalf and on behalf of all its underwriter(s), accountants, attorneys and agents, that it will, upon learning that disclosure of such information is sought in a court of competent jurisdiction, promptly give notice to Newmark and allow Newmark at its expense, to undertake appropriate action to prevent disclosure of the information deemed confidential); (p) consider in good faith any reasonable request of the selling Holders Holder and underwriters for the participation of management of Newmark the Corporation in “road shows” and similar sales events; (q13) reasonably the Corporation shall cooperate with the selling Holders and each underwriter or agent participating in the disposition of such any registered broker through which a Holder proposes to resell its Registrable Securities in effecting a filing with FINRA pursuant to NASD Rule 5130 as requested by any such Holder and their respective counsel, in connection with any filings the Corporation shall pay the filing fee required to be made with for the National Association first such filing within two (2) business days of Securities Dealersthe request therefore; (r14) cause all the Corporation shall use its commercially reasonable efforts to maintain eligibility for use of Form S-3 (or any successor form thereto) for the registration of the resale of Registrable Securities covered by the applicable Registration Statement to be listed on each securities exchange on which any Newmark Common Stock is then listed or quoted; andSecurities; (s15) the Corporation shall otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC under the 1933 Act and the 1934 Act, including Rule 172, notify the Holder promptly if the Corporation no longer satisfies the conditions of Rule 172 and take all such other customary steps actions as may be reasonably necessary to effect facilitate the registration of the Registrable Securities contemplated herebyhereunder; and make available to its security holders, as soon as reasonably practicable, but not later than the Availability Date (as defined below), an earnings statement covering a period of at least twelve (12) months, beginning after the effective date of each Registration Statement, which earning statement shall satisfy the provisions of Section 11(a) of the 1933 Act, including Rule 158 promulgated thereunder (for the purpose of this Section 3, “Availability Date” means the 45th day following the end of the fourth fiscal quarter that includes the effective date of such Registration Statement, except that, if such fourth fiscal quarter is the last quarter of the Corporation’s fiscal year, “Availability Date” means the 90th day after the end of such fourth fiscal quarter); and (16) in connection with the filing of a Registration Statement hereunder or any amendment or supplement to a Registration Statement or Prospectus hereunder, the Corporation shall, not less than three (3) Business Days prior to such filing, furnish to the Holder copies of such Registration Statement, Prospectus or amendment or supplement thereto, as proposed to be filed, which documents will be subject to the review of the Holder (it being acknowledged and agreed that if the Holder does not object to or comment on the aforementioned documents within such three (3) Business Day period, then the Holder shall be deemed to have consented to and approved the use of such documents). The Corporation shall not file any Registration Statement or amendment or supplement thereto in a form to which the Holder reasonably objects in good faith, provided that, the Corporation is notified of such objection in writing within the three (3) Business Day period described above.

Use Reasonable Best Efforts. In connection with Newmarkthe Corporation’s registration obligations pursuant to Article II and Article IIIthis Agreement, Newmark the Corporation shall use its reasonable best efforts to expeditiously effect such registrations to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof and pursuant thereto Newmark shall as expeditiously as reasonably practicableand: (a1) to prepare and file with the SEC a Registration Statement or Registration Statements relating with respect to the registration such Registrable Securities on any appropriate form under the Securities 1933 Act, and to cause such Registration Statement to become effective as soon as reasonably practicable and to remain continuously effective for the time period required by this Agreement to the extent permitted under the 1933 Act until the earlier of (i) such time as all of the Registrable Securities Actcovered by such Registration Statement have been publicly sold or (ii) the date that all Registrable Securities covered by such Registration Statement cease to become such (the “Effectiveness Period”); (b2) to (i) prepare and file with the SEC such amendments and post-effective amendments supplements to each Registration Statement such registration statement, and the prospectus used in connection with such registration statement, as may be necessary to keep such Registration Statement continuously effective as to the applicable Registrable Securities for the time period required by this Agreementits Effectiveness Period; (ii) cause the Registration Statement and the related Prospectus to be amended or supplemented by any required Prospectus supplementsupplement (subject to the terms of this Agreement), and and, as so supplemented or amended, to be filed pursuant to Rule 424 under the 1933 Act; (iii) respond as promptly as reasonably practicable to any comments received from the SEC with respect to each Registration Statement or any amendment thereto and, as promptly as reasonably possible, provide the Holder true and complete copies of all correspondence from and to the SEC relating to such Registration Statement that pertains to the Holder as a “Selling Stockholder” but not any comments that would result in accordance with the Securities Act disclosure to the Holder of material and any rules and regulations promulgated thereundernon-public information concerning the Corporation; and otherwise (iv) comply with the provisions of the Securities 1933 Act as may be necessary and the 1934 Act with respect to facilitate the disposition of all Registrable Securities covered by such a Registration Statement during until such time as all of such Registrable Securities shall have been disposed of (subject to the applicable period terms of this Agreement) in accordance with the intended method or methods of disposition by the selling Holders Holder thereof as set forth in such Registration Statement as so amended or in such Prospectus as so supplemented; provided however, that Holder shall be responsible for the delivery of the Prospectus to the Persons to whom such Holder sells any of the Registrable Securities (including in accordance with Rule 172 under the 1933 Act), and Holder agrees to dispose of Registrable Securities in compliance with the plan of distribution described in the Registration Statement and otherwise in compliance with applicable federal and state securities laws. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement by reason of the Corporation filing a report on Form 10-K, Form 10-Q or Prospectus supplementForm 8-K or any analogous report under the 1934 Act, the Corporation shall have incorporated such report by reference into such Registration Statement, if applicable, or shall file such amendments or supplements with the SEC on the same day on which the 1934 Act report which created the requirement for the Corporation to amend or supplement such Registration Statement was filed; (c3) to notify the Holder if it is selling Holders Registrable Securities and the managing underwriter(s), if any, promptly if at any time (iA) any Prospectus, Registration Statement or amendment or supplement thereto is proposed to be filed, (iiB) when the SEC notifies the Corporation whether there will be a “review” of such Registration Statement and whenever the SEC comments in writing on any Registration Statement (in which case the Corporation shall provide to Holder true and complete copies of all comments that pertain to the Holder as a “Selling Stockholder” or to the “Plan of Distribution” and all written responses thereto, but not information that the Corporation believes would constitute material and non-public information), (C) any Registration Statement, or any post-effective amendment thereto, becomes effective, (iiiD) the SEC or any other federal or state governmental authority requests any amendment or supplement to, or any additional information in respect of, any Registration Statement or Prospectus, (ivE) the SEC or any other federal or state governmental authority issues any stop order suspending the effectiveness of a Registration Statement or initiates any proceedings for that purpose, (vF) Newmark the Corporation receives any notice that the qualification of any Registrable Securities for sale in any jurisdiction has been suspended or that any proceeding has been threatened or initiated for the purpose of suspending such qualification, or (viG) upon of the discovery occurrence of any event which requires or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any changes be statement made in such Registration Statement or Prospectus or any related document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to such Registration Statement, Prospectus or other documents so that that, in the case of such Registration Statement or Prospectus the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading(in the case of any Prospectus, form of prospectus or supplement thereto, in light of the circumstances under which they were made (made), not misleading; provided, however, that, that in the case of this subclause (viG), such notice need only state that an event of such nature has occurred, without describing such event), (vii) of the determination by counsel of Newmark that a post-effective amendment to a Registration Statement is advisable; or (viii) if, at any time, the representations and warranties of Newmark in any applicable underwriting agreement cease to be true and correct in all material respects. Newmark hereby agrees to promptly reimburse any selling Holders for any reasonable out-of-pocket losses and expenses incurred in connection with any uncompleted sale of any Registrable Securities in the event that Newmark fails to timely notify such Holder that the Registration Statement then on file with the SEC is no longer effective; (d4) make every to use commercially reasonable effort efforts to avoid the issuance of, or, if issued, obtain the withdrawal of any order suspending the effectiveness of a Registration Statement, or the suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest reasonably practicable timeas soon as practicable; (e5) if requested by the managing underwriter(s) or any the Holder of Registrable Securities being sold in connection with an underwritten offering, to promptly incorporate into a Prospectus supplement or a post-effective amendment to the Registration Statement any information which the managing underwriter(s), Corporation and such Holder and Newmark reasonably agree is required to be included therein relating to such sale of Registrable Securities; and to file such supplement or post-effective amendment as soon as practicable in accordance with the Securities Act and the rules and regulations promulgated thereunder1933 Act; (f6) to furnish to each selling the Holder and each managing underwriter, if any, one signed copy of the Registration Statement or Registration Statements, any Newmark Free Writing Prospectus and any post-effective amendment thereto, including all financial statements and schedules thereto, all documents incorporated therein by reference and all exhibits thereto (including exhibits incorporated by reference) as promptly as practicable after filing such documents with the SEC; (g7) if Registrable Securities are being sold in connection with an underwritten offering, to deliver to each selling Holder and each underwriter, if any, as many copies of the Prospectus or Prospectuses (including each preliminary Prospectus) and any amendment, supplement or exhibit thereto as such Persons may reasonably request; and to consent to the use of such Prospectus or any amendment, supplement or exhibit thereto by each such selling Holder and underwriter, if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus, amendment, supplement or exhibit, exhibit in each case in accordance with the intended method or methods of disposition thereof; (h) 8) prior to any public offering of Registrable Securities, to register or qualify, or to cooperate with the selling HoldersHolder, the underwriter(s), if any, and their respective counsel in connection with the registration or qualification (or exemption from the registration or qualification) of, such Registrable Securities for offer and sale resale under the securities or blue sky laws of such jurisdictions as may be requested by the Holders of a majority of the Registrable Securities Holder included in such Registration Statement; to keep each such registration or qualification (or exemption therefrom) effective during the period that the applicable Registration Statement is required to be maintained effective under this AgreementEffectiveness Period; and to do any and all other acts or things necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by such Registration Statement; provided, however, that Newmark the Corporation will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action that which would subject it to general service of process in any jurisdiction where it is not then so subject; (i9) furnish to counsel selected by the Holders, prior to the filing of a Registration Statement or Prospectus or any supplement or post-effective amendment or any Newmark Free Writing Prospectus thereto with the SEC, copies of such documents and with a reasonable and appropriate opportunity to review and comment on such documents, subject to such documents being under Newmark’s control; (j) cooperate with the selling Holders Holder and the underwriter(s), if any, in to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be solddelivered to a transferee pursuant to the Registration Statement, which certificates shall be free, to the extent permitted by the Purchase Agreement and under law, of all restrictive legends, and to enable such certificates Registrable Securities to be in such denominations and registered in such names as any such selling Holders or underwriter(s) may request at least five (5) Business Days prior to any sale of reasonably request. Certificates for Registrable Securities represented free from all restrictive legends may be transmitted by the transfer agent to a Holder by crediting the account of such Holder’s prime broker with DTC as directed by such certificatesHolder; (k10) subject to Section 4.3, upon the occurrence of any event described in clause clauses (viE), (F) or (G) of Section 4.1(c)3(a)(3) above, promptly to prepare and file a supplement or post-effective amendment, including a post-effective amendment to the applicable affected Registration Statement Statements or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and any other required documents, so that that, as thereafter delivered, such Registration Statement and Prospectus will not thereafter contain an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading(in the case of any Prospectus, form of prospectus or supplement thereto, in light of the circumstances under which they were made), and to cause such supplement or post-effective amendment to become effective as soon as practicablenot misleading; (l11) to take all other actions in connection therewith as are reasonably necessary or desirable in order to expedite or facilitate the disposition of the Registrable Securities included in such Registration Statement and, in the case of an underwritten offering: (i) to enter into an underwriting agreement in customary form with the managing underwriter(s) (such agreement to contain standard and customary indemnities, representations, warranties and other agreements of or from Newmarkthe Corporation, as the case may be); (ii) to obtain opinions of counsel to Newmark the Corporation (which, which (if reasonably acceptable to the underwriter(s), ) may be Newmarkthe Corporation’s inside counsel) addressed to the underwriter(sunderwriter(s ), such opinions to be in customary form; and (iii) to obtain “comfort” letters from Newmarkthe Corporation’s independent certified public accountants addressed to the underwriter(s), such letters to be in customary form; (m12) with respect to each Newmark Free Writing Prospectus or other materials to be included in the Disclosure Package, ensure that no Registrable Securities be sold “by means of” (as defined in Rule 159A(b) promulgated under the Securities Act) such Newmark Free Writing Prospectus or other materials without the Holders whose Registrable Securities are being registered having first been provided with a reasonable opportunity to review and comment on such documents; (n) within the deadlines specified by the Securities Act, make all required filings of all Prospectuses and Newmark Free Writing Prospectuses with the SEC; (o) make available for inspection by any selling Holder of Registrable Securities, any underwriter(s) participating in any disposition pursuant to such Registration Statement, and any attorney, accountant or other agent retained by any such selling Holder or underwriter(s) all reasonably requested financial and other records, pertinent corporate documents and properties of Newmark; and cause Newmark’s officers, directors, employees, attorneys and independent accountants to supply all information reasonably requested by any such selling Holders, underwriter(s), attorneys, accountants or agents in connection with such Registration Statement (each selling Holder of Registrable Securities agrees, on its own behalf and on behalf of all its underwriter(s), accountants, attorneys and agents, that the information obtained by it as a result of such inspections shall be kept confidential by it and, except as required by law, not disclosed by it, in each case, unless and until such information is made generally available to the public other than by such selling Holder; and each selling Holder of Registrable Securities further agrees, on its own behalf and on behalf of all its underwriter(s), accountants, attorneys and agents, that it will, upon learning that disclosure of such information is sought in a court of competent jurisdiction, promptly give notice to Newmark and allow Newmark at its expense, to undertake appropriate action to prevent disclosure of the information deemed confidential); (p) consider in good faith any reasonable request of the selling Holders Holder and underwriters for the participation of management of Newmark the Corporation in “road shows” and similar sales events; (q13) reasonably cooperate with the selling Holders and each underwriter Corporation shall use its commercially reasonable efforts to maintain eligibility for use of Form S-3 (or agent participating in any successor form thereto) for the disposition registration of such the resale of Registrable Securities and their respective counsel, in connection with any filings required to be made with the National Association of Securities DealersSecurities; (r14) cause the Corporation shall otherwise use commercially reasonable efforts to comply with all Registrable Securities covered by applicable rules and regulations of the applicable Registration Statement to SEC under the 1933 Act and the 1934 Act, including Rule 172, notify the Holder promptly if the Corporation no longer satisfies the conditions of Rule 172 and take such other actions as may be listed on each securities exchange on which any Newmark Common Stock is then listed or quoted; and (s) take all other customary steps reasonably necessary to effect facilitate the registration of the Registrable Securities contemplated herebyhereunder; and make available to its security holders, as soon as reasonably practicable, but not later than the Availability Date (as defined below), an earnings statement covering a period of at least twelve (12) months, beginning after the effective date of each Registration Statement, which earning statement shall satisfy the provisions of Section ll(a) of the 1933 Act, including Rule 158 promulgated thereunder (for the purpose of this Section 3, “Availability Date” means the 45th day following the end of the fourth fiscal quarter that includes the effective date of such Registration Statement, except that, if such fourth fiscal quarter is the last quarter of the Corporation’s fiscal year, “Availability Date” means the 90th day after the end of such fourth fiscal quarter); and (15) in connection with the filing of a Registration Statement hereunder or any amendment or supplement to a Registration Statement or Prospectus hereunder, the Corporation shall, not less than three (3) Business Days prior to such filing, furnish to the Holder copies of such Registration Statement, Prospectus or amendment or supplement thereto, as proposed to be filed, which documents will be subject to the review of the Holder (it being acknowledged and agreed that if the Holder does not object to or comment on the aforementioned documents within such three (3) Business Day period, then the Holder shall be deemed to have consented to and approved the use of such documents). The Corporation shall not file any Registration Statement or amendment or supplement thereto in a form to which the Holder reasonably objects in good faith, provided that, the Corporation is notified of such objection in writing within the three (3) Business Day period described above.

Use Reasonable Best Efforts. In connection with Newmark’s BGC Partners’ registration obligations pursuant to Article II and Article IIIhereof, Newmark BGC Partners shall use its reasonable best efforts to effect such registrations to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof and pursuant thereto Newmark BGC Partners shall as expeditiously as reasonably practicable: (a) prepare and file with the SEC a Registration Statement or Registration Statements relating to the registration on any the appropriate form under the Securities Act, and to cause such Registration Statement to become be declared effective by the SEC as soon as reasonably practicable and to remain continuously effective for the period of time necessary to permit the Holder to dispose of all its Registrable Securities, with the timing of such sales to be determined by the Holder in its sole discretion; provided, however, in the case of the Shelf Registration Statement, such period required by shall not exceed a sum of five (5) years from the date of this Agreement to plus any period during which any such disposition is interfered with by any stop order or injunction of the extent permitted under the Securities ActSEC or any governmental agency or court; (b) prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement effective for the period of time period required by this AgreementAgreement to the extent permitted under the Securities Act; and to cause the Registration Statement and the related Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed in accordance with the Securities Act and any rules and regulations promulgated thereunder; and otherwise to comply with the provisions of the Securities Act as may be necessary to facilitate the disposition of all Registrable Securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of disposition by the selling Holders thereof set forth in such Registration Statement or such Prospectus or Prospectus supplement; (c) notify the selling Holders and the managing underwriter(s), if any, promptly if at any time (i) any Prospectus, Registration Statement or amendment or supplement thereto is filed, (ii) any Registration Statement, or any post-effective amendment thereto, becomes effective, (iii) the SEC or any other federal or state governmental authority requests any amendment or supplement to, or any additional information in respect of, any Registration Statement or Prospectus, (iv) the SEC or any other federal or state governmental authority issues any stop order suspending the effectiveness of a Registration Statement or initiates any proceedings for that purpose, (v) Newmark BGC Partners receives any notice that the qualification of any Registrable Securities for sale in any jurisdiction has been suspended or that any proceeding has been initiated for the purpose of suspending such qualification, (vi) upon the discovery of any event which requires that any changes be made in such Registration Statement or any related Prospectus so that such Registration Statement or Prospectus will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances under which they were made (made; provided, however, that, that in the case of this subclause (vi), such notice need only state that an event of such nature has occurred, without describing such event), or (vii) of the determination by counsel of Newmark BGC Partners that a post-effective amendment to a Registration Restriction Statement is advisable; or (viii) if, at any time, the representations and warranties of Newmark in any applicable underwriting agreement cease to be true and correct in all material respects. Newmark BGC Partners hereby agrees to promptly reimburse any selling Holders for any reasonable out-of-pocket losses and expenses incurred in connection with any uncompleted sale of any Registrable Securities in the event that Newmark BGC Partners fails to timely notify such Holder that the Registration Statement then on file with the SEC is no longer effective; (d) to make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement, or the qualification of any Registrable Securities for sale in any jurisdiction, at the earliest reasonably practicable timemoment; (e) if requested by the managing underwriter(s) ), if any, or any Holder of Registrable Securities being sold in connection with an underwritten offering, to incorporate into a Prospectus supplement or a post-effective amendment to the Registration Statement any information which the managing underwriter(s), such Holder and Newmark BGC Partners reasonably agree is required to be included therein relating to such sale of Registrable Securities; and to file such supplement or post-effective amendment as soon as practicable in accordance with the Securities Act and the rules and regulations promulgated thereunder; (f) to furnish to each selling Holder and each managing underwriter, if any, one signed copy of the Registration Statement or Registration Statements, any Newmark Company Free Writing Prospectus Prospectus, and any post-effective amendment thereto, including all financial statements and schedules thereto, all documents incorporated therein by reference and all exhibits thereto (including exhibits incorporated by reference) as promptly as practicable after filing such documents with the SEC; (g) to deliver to each selling Holder and each underwriter, if any, as many copies of the Prospectus or Prospectuses (including each preliminary Prospectus) and any amendment, supplement or exhibit thereto as such Persons may reasonably request; and to consent to the use of such Prospectus or any amendment, supplement or exhibit thereto by each such selling Holder and underwriter, if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus, amendment, supplement or exhibit, exhibit in each case in accordance with the intended method or methods of disposition thereof; (h) prior to any public offering of Registrable Securities, to register or qualify, or to cooperate with the selling Holders, the underwriter(s), if any, and their respective counsel in connection with the registration or qualification of, such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as may be requested by the Holders of a majority of the Registrable Securities included in such Registration Statement; to keep each such registration or qualification effective during the period that the applicable Registration Statement is required to be maintained kept effective under pursuant to this Agreement; and to do any and all other acts or things necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by such Registration Statement; provided, however, that Newmark BGC Partners will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action that which would subject it to general service of process in any jurisdiction where it is not then so subject; (i) to furnish to counsel selected by the Holders, prior to the filing of a Registration Statement or Prospectus or any supplement or post-effective amendment or any Newmark Company Free Writing Prospectus thereto with the SEC, copies of such documents and with a reasonable and appropriate opportunity to review and comment on such documents, subject to such documents being under NewmarkBGC Partner’s control; (j) to cooperate with the selling Holders and the underwriter(s), if any, in the preparation and delivery of notes or certificates representing the Registrable Securities to be sold, such certificates to be in such denominations and registered in such names as such selling Holders or managing underwriter(s) may request at least five (5) Business Days prior to any sale of Registrable Securities represented by such certificates; (k) subject to Section 4.33.3 hereof, upon the occurrence of any event described in clause (vi) of Section 4.1(c)3.1(c) above, to promptly prepare and file a supplement or post-effective amendment to the applicable Registration Statement or Prospectus or any document incorporated therein by reference, and any other required documents, so that such Registration Statement and Prospectus will not thereafter contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading, in light of the circumstances under which they were made, and to cause such supplement or post-effective amendment to become effective as soon as practicable; (l) to take all other actions in connection therewith as are reasonably necessary or desirable in order to expedite or facilitate the disposition of the Registrable Securities included in such Registration Statement and, in the case of an any underwritten offering: (i) to enter into an underwriting agreement in customary form with the managing underwriter(s) (such agreement to contain standard and customary indemnities, representations, warranties and other agreements of or from NewmarkBGC Partners, as the case may be); (ii) to obtain opinions of counsel to Newmark BGC Partners (which, which (if reasonably acceptable to the underwriter(s), ) may be Newmark’s BGC Partners’ inside counsel) addressed to the underwriter(s), such opinions to be in customary form; and (iii) to obtain “comfort” letters from Newmark’s BGC Partners’ independent certified public accountants addressed to the underwriter(s), such letters to be in customary form; (m) with respect to each Newmark BGC Partners Free Writing Prospectus or other materials to be included in the Disclosure Package, ensure that no Registrable Securities be sold “by means of” (as defined in Rule 159A(b) promulgated under the Securities Act) such Newmark BGC Partners Free Writing Prospectus or other materials without the Holders whose Registrable Securities are being registered Investor having first been provided with a reasonable opportunity to review and comment on such documents; (n) within the deadlines specified by the Securities Act, make all required filings of all Prospectuses and Newmark BGC Partners Free Writing Prospectuses with the SEC; (o) to make available for inspection by any selling Holder of Registrable Securities, any underwriter(s) participating in any disposition pursuant to such Registration Statement, and any attorney, accountant or other agent retained by any such selling Holder or underwriter(s) all reasonably requested financial and other records, pertinent corporate documents and properties of Newmark; BGC Partners and to cause Newmark’s BGC Partners’ officers, directors, employees, attorneys and independent accountants to supply all information reasonably requested by any such selling Holders, underwriter(s), attorneys, accountants or agents in connection with such Registration Statement (each selling Holder of Registrable Securities agrees, on its own behalf and on behalf of all its underwriter(s), accountants, attorneys and agents, that the information obtained by it as a result of such inspections shall be kept confidential by it and, except as required by law, not disclosed by it, in each case, case unless and until such information is made generally available to the public other than by such selling Holder; and each selling Holder of Registrable Securities further agrees, on its own behalf and on behalf of all its underwriter(s), accountants, attorneys and agents, that it will, upon learning that disclosure of such information is sought in a court of competent jurisdiction, promptly give notice to Newmark BGC Partners and allow Newmark BGC Partners at its expense, to undertake appropriate action to prevent disclosure of the information deemed confidential); (p) to consider in good faith any reasonable request of the selling Holders and any underwriters for the participation of management of Newmark BGC Partners in “road shows” and similar sales events;; and (q) reasonably cooperate with the selling Holders and each underwriter underwriter, if any, or agent participating in the disposition of such Registrable Securities and their respective counsel, in connection with any filings required to be made with the National Association of Securities Dealers; (r) cause all Registrable Securities covered by the applicable Registration Statement to be listed on each securities exchange on which any Newmark Common Stock is then listed or quoted; and (s) take all other customary steps reasonably necessary to effect the registration of the Registrable Securities contemplated herebyFinancial Industry Regulatory Authority.

Use Reasonable Best Efforts. In connection with NewmarkLazard Ltd’s registration obligations pursuant to Article II and Article IIIIII hereof, Newmark Lazard Ltd shall use its reasonable best efforts to effect such registrations to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof and pursuant thereto Newmark shall as expeditiously as reasonably practicableand: (a) to prepare and file with the SEC a Registration Statement or Registration Statements relating to the registration on any appropriate form under the Securities Act, and to cause such Registration Statement to become effective as soon as reasonably practicable and to remain continuously effective for the time period required by this Agreement to the extent permitted under the Securities Act; (b) to prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement effective for the time applicable period required by this Agreementset forth in Section 2.1; and to cause the Registration Statement and the related Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed in accordance with the Securities Act and any rules and regulations promulgated thereunder; and otherwise to comply with the provisions of the Securities Act as may be necessary to facilitate the disposition of all Registrable Securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of disposition by the selling Holders thereof set forth in such Registration Statement or such Prospectus or Prospectus supplement; (c) to notify the selling Holders and the managing underwriter(s), if any, promptly if at any time (i) any Prospectus, Registration Statement or amendment or supplement thereto is filed, (ii) any Registration Statement, or any post-effective amendment thereto, becomes effective, (iii) the SEC or any other federal or state governmental authority requests any amendment or supplement to, or any additional information in respect of, any Registration Statement or Prospectus, (iv) the SEC or any other federal or state governmental authority issues any stop order suspending the effectiveness of a Registration Statement or initiates any proceedings for that purpose, (v) Newmark Lazard Ltd receives any notice that the qualification of any Registrable Securities for sale in any jurisdiction has been suspended or that any proceeding has been initiated for the purpose of suspending such qualification, or (vi) upon the discovery discovery, or upon the occurrence of any event event, which requires that any changes be made in such Registration Statement or any related Prospectus so that such Registration Statement or Prospectus will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances under which they were made (made; provided, however, that, that in the case of this subclause (vi), such notice need only state that an event of such nature has occurred, without describing such event), (vii) of the determination by counsel of Newmark that a post-effective amendment to a Registration Statement is advisable; or (viii) if, at any time, the representations and warranties of Newmark in any applicable underwriting agreement cease to be true and correct in all material respects. Newmark hereby agrees to promptly reimburse any selling Holders for any reasonable out-of-pocket losses and expenses incurred in connection with any uncompleted sale of any Registrable Securities in the event that Newmark fails to timely notify such Holder that the Registration Statement then on file with the SEC is no longer effective; (d) to make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement, or the qualification of any Registrable Securities for sale in any jurisdiction, at the earliest reasonably practicable timemoment; (e) if requested by the managing underwriter(s) or any Holder of Registrable Securities being sold in connection with an underwritten offering, to incorporate into a Prospectus supplement or a post-effective amendment to the Registration Statement any information which the managing underwriter(s), ) and such Holder and Newmark reasonably agree is required to be included therein relating to such sale of Registrable Securities; and to file such supplement or post-effective amendment as soon as practicable in accordance with the Securities Act and the rules and regulations promulgated thereunderthereunder and the Companies ▇▇▇ ▇▇▇▇ of Bermuda; (f) to furnish to each selling Holder and each managing underwriter, if any, one signed copy of the Registration Statement or Registration Statements, any Newmark Free Writing Prospectus and any post-effective amendment thereto, including all financial statements and schedules thereto, all documents incorporated therein by reference and all exhibits thereto (including exhibits incorporated by reference) as promptly as practicable after filing such documents with the SECSEC and the Registrar of Companies in Bermuda; (g) to deliver to each selling Holder and each underwriter, if any, as many copies of the Prospectus or Prospectuses (including each preliminary Prospectus) and any amendment, supplement or exhibit thereto as such Persons may reasonably request; and to consent to the use of such Prospectus or any amendment, supplement or exhibit thereto by each such selling Holder and underwriter, if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus, amendment, supplement or exhibit, exhibit in each case in accordance with the intended method or methods of disposition thereof; (h) prior to any public offering of Registrable Securities, to register or qualify, or to cooperate with the selling Holders, the underwriter(s), if any, and their respective counsel in connection with the registration or qualification of, such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as may be requested by the Holders of a majority of the Registrable Securities included in such Registration Statement; to keep each such registration or qualification effective during the period set forth in Section 2.1 that the applicable Registration Statement is required to be maintained effective under this Agreementkept effective; and to do any and all other acts or things necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by such Registration Statement; provided, however, that Newmark Lazard Ltd will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action that which would subject it to general service of process in any jurisdiction where it is not then so subject; (i) to furnish to counsel selected by the Holders, prior to the filing of a Registration Statement or Prospectus or any supplement or post-effective amendment or any Newmark Free Writing Prospectus thereto with the SEC, copies of such documents disclosure regarding the identity of and with a reasonable and appropriate opportunity to review and comment on such documents, subject to such documents being under Newmark’s controlownership of Lazard Ltd Shares by the Holders; (j) to cooperate with the selling Holders and the underwriter(s), if any, in the preparation and delivery of certificates representing the Registrable Securities to be sold, such certificates to be in such denominations and registered in such names as such selling Holders or managing underwriter(s) may request at least five (5) Business Days prior to any sale of Registrable Securities represented by such certificates; (k) subject to Section 4.34.3 hereof, upon the occurrence of any event described in clause (vi) of Section 4.1(c)) above, promptly to prepare and file a supplement or post-effective amendment to the applicable Registration Statement or Prospectus or any document incorporated therein by reference, and any other required documents, so that such Registration Statement and Prospectus will not thereafter contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading, in light of the circumstances under which they were made, and to cause such supplement or post-effective amendment to become effective as soon as practicable; (l) to take all other actions in connection therewith as are reasonably necessary or desirable in order to expedite or facilitate the disposition of the Registrable Securities included in such Registration Statement and, in the case of an underwritten offering: (i) to enter into an underwriting agreement in customary form with the managing underwriter(s) (such agreement to contain standard and customary indemnities, representations, warranties and other agreements of or from NewmarkLazard Ltd, as the case may be); (ii) to obtain opinions of counsel to Newmark Lazard Ltd (which, which (if reasonably acceptable to the underwriter(s), ) may be NewmarkLazard Ltd’s inside counsel) addressed to the underwriter(s), such opinions to be in customary form; and (iii) to obtain “comfort” letters from Newmarkthe Issuer’s or Lazard Ltd’s independent certified public accountants addressed to the underwriter(s), such letters to be in customary form; (m) with respect to each Newmark Free Writing Prospectus or other materials to be included in the Disclosure Package, ensure that no Registrable Securities be sold “by means of” (as defined in Rule 159A(b) promulgated under the Securities Act) such Newmark Free Writing Prospectus or other materials without the Holders whose Registrable Securities are being registered having first been provided with a reasonable opportunity to review and comment on such documents; (n) within the deadlines specified by the Securities Act, make all required filings of all Prospectuses and Newmark Free Writing Prospectuses with the SEC; (o) make available for inspection by any selling Holder of Registrable SecuritiesSecurities in connection with a Demand Request, any underwriter(s) participating in any disposition pursuant to such Registration Statement, and any attorney, accountant or other agent retained by any such selling Holder or underwriter(s) all reasonably requested financial and other records, pertinent corporate documents and properties of Newmark; Lazard Ltd and to cause NewmarkLazard Ltd’s officers, directors, employees, attorneys and independent accountants to supply all information reasonably requested by any such selling Holders, underwriter(s), attorneys, accountants or agents in connection with such Registration Statement (each Each selling Holder of Registrable Securities agrees, on its own behalf and on behalf of all its underwriter(s), accountants, attorneys and agents, that the information obtained by it as a result of such inspections shall be kept confidential by it, used by it solely for the purposes of the applicable registration, and, except as required by law, not disclosed by it, in each case, case unless and until such information is made generally available to the public other than by such selling Holder; and each selling Holder of Registrable Securities further agrees, on its own behalf and on behalf of all its underwriter(s), accountants, attorneys and agents, that it will, upon learning that disclosure of such information is sought in a court of competent jurisdiction, promptly give notice to Newmark Lazard Ltd and allow Newmark Lazard Ltd at its expense, to undertake appropriate action to prevent disclosure of the information deemed confidential); (pn) to consider in good faith any reasonable request of the selling Holders and underwriters for the participation of management of Newmark Lazard Ltd in “road shows” and similar sales events;; and (qo) reasonably cooperate with the selling Holders and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel, at the selling Holders’ expense, in connection with any filings required to be made with by the National Association of Securities Dealers; (r) cause all Registrable Securities covered by the applicable Registration Statement to be listed on each securities exchange on which any Newmark Common Stock is then listed or quoted; and (s) take all other customary steps reasonably necessary to effect the registration of the Registrable Securities contemplated hereby.

Use Reasonable Best Efforts. In connection with Newmarkthe Corporation’s registration obligations pursuant to Article II and Article IIIthis Agreement, Newmark the Corporation shall use its reasonable best efforts to expeditiously effect such registrations to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof and pursuant thereto Newmark shall as expeditiously as reasonably practicableand: (a1) to prepare and file with the SEC a Registration Statement or Registration Statements relating with respect to the registration such Registrable Securities on any appropriate form under the Securities 1933 Act, and to cause such Registration Statement to become effective as soon as reasonably practicable and to remain continuously effective under the 1933 Act until the earlier of (i) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by the Holders or (ii) the date that all Registrable Securities covered by such Registration Statement may be sold by non-affiliates without volume or manner of sale restrictions under Rule 144, without the requirement for the time period required Corporation to be in compliance with the current public information requirements under Rule 144, as determined by this Agreement counsel to the extent permitted under Corporation pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to the Securities ActCorporation’s transfer agent and the effected Holders (the “Effectiveness Period”); (b2) to (i) prepare and file with the SEC such amendments and post-effective amendments supplements to each Registration Statement such registration statement, and the prospectus used in connection with such registration statement, as may be necessary to keep such Registration Statement continuously effective as to the applicable Registrable Securities for the time period required by this Agreement; its Effectiveness Period (ii) cause the Registration Statement and the related Prospectus to be amended or supplemented by any required Prospectus supplementsupplement (subject to the terms of this Agreement), and and, as so supplemented or amended, to be filed pursuant to Rule 424 under the 1933 Act; (iii) respond as promptly as reasonably practicable to any comments received from the SEC with respect to each Registration Statement or any amendment thereto and, as promptly as reasonably possible, provide the Holders true and complete copies of all correspondence from and to the SEC relating to such Registration Statement that pertains to the Holders as “Selling Stockholders” but not any comments that would result in accordance with the Securities Act disclosure to the Holders of material and any rules and regulations promulgated thereundernon-public information concerning the Corporation; and otherwise (iv) comply with the provisions of the Securities 1933 Act as may be necessary and the 1934 Act with respect to facilitate the disposition of all Registrable Securities covered by such a Registration Statement during until such time as all of such Registrable Securities shall have been disposed of (subject to the applicable period terms of this Agreement) in accordance with the intended method or methods of disposition by the selling Holders thereof as set forth in such Registration Statement as so amended or in such Prospectus as so supplemented; provided, however, that each Purchaser shall be responsible for the delivery of the Prospectus to the Persons to whom such Purchaser sells any of the Registrable Securities (including in accordance with Rule 172 under the 1933 Act), and each Purchaser agrees to dispose of Registrable Securities in compliance with the plan of distribution described in the Registration Statement and otherwise in compliance with applicable federal and state securities laws. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement by reason of the Corporation filing a report on Form 10-K, Form 10-Q or Prospectus supplementForm 8-K or any analogous report under the 1934 Act, the Corporation shall have incorporated such report by reference into such Registration Statement, if applicable, or shall file such amendments or supplements with the SEC on the same day on which the 1934 Act report which created the requirement for the Corporation to amend or supplement such Registration Statement was filed); (c3) to notify the Holder if it is selling Holders Registrable Securities and the managing underwriter(s), if any, promptly if at any time (iA) any Prospectus, Registration Statement or amendment or supplement thereto is proposed to be filed, (iiB) when the SEC notifies the Corporation whether there will be a “review” of such Registration Statement and whenever the SEC comments in writing on any Registration Statement (in which case the Corporation shall provide to each of the Holders true and complete copies of all comments that pertain to the Holders as a “Selling Stockholder” or to the “Plan of Distribution” and all written responses thereto, but not information that the Corporation believes would constitute material and non-public information), (C) any Registration Statement, or any post-effective amendment thereto, becomes effective, (iiiD) the SEC or any other federal or state governmental authority requests any amendment or supplement to, or any additional information in respect of, any Registration Statement or Prospectus, (ivE) the SEC or any other federal or state governmental authority issues any stop order suspending the effectiveness of a Registration Statement or initiates any proceedings for that purpose, (vF) Newmark the Corporation receives any notice that the qualification of any Registrable Securities for sale in any jurisdiction has been suspended or that any proceeding has been threatened or initiated for the purpose of suspending such qualification, or (viG) upon of the discovery occurrence of any event which requires or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any changes be statement made in such Registration Statement or Prospectus or any related document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to such Registration Statement, Prospectus or other documents so that that, in the case of such Registration Statement or Prospectus the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading(in the case of any Prospectus, form of prospectus or supplement thereto, in light of the circumstances under which they were made (made), not misleading; provided, however, that, that in the case of this subclause (viG), such notice need only state that an event of such nature has occurred, without describing such event), (vii) of the determination by counsel of Newmark that a post-effective amendment to a Registration Statement is advisable; or (viii) if, at any time, the representations and warranties of Newmark in any applicable underwriting agreement cease to be true and correct in all material respects. Newmark hereby agrees to promptly reimburse any selling Holders for any reasonable out-of-pocket losses and expenses incurred in connection with any uncompleted sale of any Registrable Securities in the event that Newmark fails to timely notify such Holder that the Registration Statement then on file with the SEC is no longer effective; (d4) make every to use commercially reasonable effort efforts to avoid the issuance of, or, if issued, obtain the withdrawal of any order suspending the effectiveness of a Registration Statement, or the suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest reasonably practicable timeas soon as practicable; (e5) if requested by the managing underwriter(s) or any Holder of Registrable Securities being sold in connection with an underwritten offering, to promptly incorporate into a Prospectus supplement or a post-effective amendment to the Registration Statement any information which the managing underwriter(s), Corporation and such Holder and Newmark reasonably agree is required to be included therein relating to such sale of Registrable Securities; and to file such supplement or post-effective amendment as soon as practicable in accordance with the Securities Act and the rules and regulations promulgated thereunder1933 Act; (f6) to furnish to each selling Holder and each managing underwriter, if any, one signed copy of the Registration Statement or Registration Statements, any Newmark Free Writing Prospectus and any post-effective amendment thereto, including all financial statements and schedules thereto, all documents incorporated therein by reference and all exhibits thereto (including exhibits incorporated by reference) as promptly as practicable after filing such documents with the SEC; (g7) if Registrable Securities being sold in connection with an underwritten offering, to deliver to each selling Holder and each underwriter, if any, as many copies of the Prospectus or Prospectuses (including each preliminary Prospectus) and any amendment, supplement or exhibit thereto as such Persons may reasonably request; and to consent to the use of such Prospectus or any amendment, supplement or exhibit thereto by each such selling Holder and underwriter, if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus, amendment, supplement or exhibit, exhibit in each case in accordance with the intended method or methods of disposition thereof; (h) 8) prior to any public offering of Registrable Securities, to register or qualify, or to cooperate with the selling HoldersHolder, the underwriter(s), if any, and their respective counsel in connection with the registration or qualification (or exemption from the registration or qualification) of, such Registrable Securities for offer and sale resale under the securities or blue sky laws of such jurisdictions as may be requested by the Holders of a majority of the Registrable Securities Holder included in such Registration Statement; to keep each such registration or qualification (or exemption therefrom) effective during the period that the applicable Registration Statement is required to be maintained effective under this AgreementEffectiveness Period; and to do any and all other acts or things necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by such Registration Statement; provided, however, that Newmark the Corporation will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action that which would subject it to general service of process in any jurisdiction where it is not then so subject; (i9) furnish to counsel selected by the Holders, prior to the filing of a Registration Statement or Prospectus or any supplement or post-effective amendment or any Newmark Free Writing Prospectus thereto with the SEC, copies of such documents and with a reasonable and appropriate opportunity to review and comment on such documents, subject to such documents being under Newmark’s control; (j) cooperate with the selling Holders Holder and the underwriter(s), if any, in to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be solddelivered to a transferee pursuant to the Registration Statement, which certificates shall be free, to the extent permitted by the Purchase Agreement and under law, of all restrictive legends, and to enable such certificates Registrable Securities to be in such denominations and registered in such names as any such selling Holders or underwriter(s) may request at least five (5) Business Days prior to any sale of reasonably request. Certificates for Registrable Securities represented free from all restrictive legends may be transmitted by the transfer agent to a Holder by crediting the account of such Holder’s prime broker with DTC as directed by such certificatesHolder; (k10) subject to Section 4.3, upon the occurrence of any event described in clause clauses, (viE), (F) or (G) of Section 4.1(c)3(a)(3) above, promptly to prepare and file a supplement or post-effective amendment amendment, including a post-effective amendment, to the applicable affected Registration Statement Statements or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and any other required documents, so that that, as thereafter delivered, such Registration Statement and Prospectus will not thereafter contain an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading(in the case of any Prospectus, form of prospectus or supplement thereto, in light of the circumstances under which they were made), and to cause such supplement or post-effective amendment to become effective as soon as practicablenot misleading; (l11) to take all other actions in connection therewith as are reasonably necessary or desirable in order to expedite or facilitate the disposition of the Registrable Securities included in such Registration Statement and, in the case of an underwritten offering: (i) to enter into an underwriting agreement in customary form with the managing underwriter(s) (such agreement to contain standard and customary indemnities, representations, warranties and other agreements of or from Newmarkthe Corporation, as the case may be); (ii) to obtain opinions of counsel to Newmark the Corporation (which, which (if reasonably acceptable to the underwriter(s), ) may be Newmarkthe Corporation’s inside counsel) addressed to the underwriter(s), such opinions to be in customary form; and (iii) to obtain “comfort” letters from Newmarkthe Corporation’s independent certified public accountants addressed to the underwriter(s), such letters to be in customary form; (m12) with respect to each Newmark Free Writing Prospectus or other materials to be included in the Disclosure Package, ensure that no Registrable Securities be sold “by means of” (as defined in Rule 159A(b) promulgated under the Securities Act) such Newmark Free Writing Prospectus or other materials without the Holders whose Registrable Securities are being registered having first been provided with a reasonable opportunity to review and comment on such documents; (n) within the deadlines specified by the Securities Act, make all required filings of all Prospectuses and Newmark Free Writing Prospectuses with the SEC; (o) make available for inspection by any selling Holder of Registrable Securities, any underwriter(s) participating in any disposition pursuant to such Registration Statement, and any attorney, accountant or other agent retained by any such selling Holder or underwriter(s) all reasonably requested financial and other records, pertinent corporate documents and properties of Newmark; and cause Newmark’s officers, directors, employees, attorneys and independent accountants to supply all information reasonably requested by any such selling Holders, underwriter(s), attorneys, accountants or agents in connection with such Registration Statement (each selling Holder of Registrable Securities agrees, on its own behalf and on behalf of all its underwriter(s), accountants, attorneys and agents, that the information obtained by it as a result of such inspections shall be kept confidential by it and, except as required by law, not disclosed by it, in each case, unless and until such information is made generally available to the public other than by such selling Holder; and each selling Holder of Registrable Securities further agrees, on its own behalf and on behalf of all its underwriter(s), accountants, attorneys and agents, that it will, upon learning that disclosure of such information is sought in a court of competent jurisdiction, promptly give notice to Newmark and allow Newmark at its expense, to undertake appropriate action to prevent disclosure of the information deemed confidential); (p) consider in good faith any reasonable request of the selling Holders Holder and underwriters for the participation of management of Newmark the Corporation in “road shows” and similar sales events; (q13) reasonably the Corporation shall cooperate with the selling Holders and each underwriter or agent participating in the disposition of such any registered broker through which a Holder proposes to resell its Registrable Securities in effecting a filing with FINRA pursuant to NASD Rule 5130 as requested by any such Holder and their respective counsel, in connection with any filings the Corporation shall pay the filing fee required to be made with for the National Association first such filing within two (2) business days of Securities Dealersthe request therefore; (r14) cause all the Corporation shall use its commercially reasonable efforts to maintain eligibility for use of Form S-3 (or any successor form thereto) for the registration of the resale of Registrable Securities covered by the applicable Registration Statement to be listed on each securities exchange on which any Newmark Common Stock is then listed or quoted; andSecurities; (s15) the Corporation shall otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC under the 1933 Act and the 1934 Act, including Rule 172, notify the Holders promptly if the Corporation no longer satisfies the conditions of Rule 172 and take all such other customary steps actions as may be reasonably necessary to effect facilitate the registration of the Registrable Securities contemplated herebyhereunder; and make available to its security holders, as soon as reasonably practicable, but not later than the Availability Date (as defined below), an earnings statement covering a period of at least twelve (12) months, beginning after the effective date of each Registration Statement, which earning statement shall satisfy the provisions of Section 11(a) of the 1933 Act, including Rule 158 promulgated thereunder (for the purpose of this Section 3, “Availability Date” means the 45th day following the end of the fourth fiscal quarter that includes the effective date of such Registration Statement, except that, if such fourth fiscal quarter is the last quarter of the Corporation’s fiscal year, “Availability Date” means the 90th day after the end of such fourth fiscal quarter); and (16) in connection with the filing of a Registration Statement hereunder or any amendment or supplement to a Registration Statement or Prospectus hereunder, the Corporation shall, not less than three (3) Business Days prior to such filing, furnish to the Holder copies of such Registration Statement, Prospectus or amendment or supplement thereto, as proposed to be filed, which documents will be subject to the review of the Holder (it being acknowledged and agreed that if the Holder does not object to or comment on the aforementioned documents within such three (3) Business Day period, then the Holder shall be deemed to have consented to and approved the use of such documents). The Corporation shall not file any Registration Statement or amendment or supplement thereto in a form to which the Holder reasonably objects in good faith, provided that, the Corporation is notified of such objection in writing within the three (3) Business Day period described above.

Use Reasonable Best Efforts. In connection with Newmarkthe Corporation’s registration obligations pursuant to Article II and Article IIIthis Agreement, Newmark the Corporation shall use its reasonable best efforts to expeditiously effect such registrations to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof and pursuant thereto Newmark shall as expeditiously as reasonably practicableand: (a1) to prepare and file with the SEC a Registration Statement or Registration Statements relating with respect to the registration such Registrable Securities on any appropriate form under the Securities 1933 Act, and to cause such Registration Statement to become effective as soon as reasonably practicable and to remain continuously effective under the 1933 Act until the earlier of (i) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by the Holders or (ii) the date that all Registrable Securities covered by such Registration Statement may be sold by non-affiliates without volume or manner of sale restrictions under Rule 144, without the requirement for the time period required Corporation to be in compliance with the current public information requirements under Rule 144, as determined by this Agreement counsel to the extent permitted under Corporation pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to the Securities ActCorporation’s transfer agent and the effected Holders (the “Effectiveness Period”); (b2) to (i) prepare and file with the SEC such amendments and post-effective amendments supplements to each Registration Statement such registration statement, and the prospectus used in connection with such registration statement, as may be necessary to keep such Registration Statement continuously effective as to the applicable Registrable Securities for the time period required by this Agreement; its Effectiveness Period (ii) cause the Registration Statement and the related Prospectus to be amended or supplemented by any required Prospectus supplementsupplement (subject to the terms of this Agreement), and and, as so supplemented or amended, to be filed pursuant to Rule 424 under the 1933 Act; (iii) respond as promptly as reasonably practicable to any comments received from the SEC with respect to each Registration Statement or any amendment thereto and, as promptly as reasonably possible, provide the Holders true and complete copies of all correspondence from and to the SEC relating to such Registration Statement that pertains to the Holders as “Selling Stockholders” but not any comments that would result in accordance with the Securities Act disclosure to the Holders of material and any rules and regulations promulgated thereundernon-public information concerning the Corporation; and otherwise (iv) comply with the provisions of the Securities 1933 Act as may be necessary and the 1934 Act with respect to facilitate the disposition of all Registrable Securities covered by such a Registration Statement during until such time as all of such Registrable Securities shall have been disposed of (subject to the applicable period terms of this Agreement) in accordance with the intended method or methods of disposition by the selling Holders thereof as set forth in such Registration Statement as so amended or in such Prospectus as so supplemented; provided, however, that each Purchaser shall be responsible for the delivery of the Prospectus to the Persons to whom such Purchaser sells any of the Registrable Securities (including in accordance with Rule 172 under the 1933 Act), and each Purchaser agrees to dispose of Registrable Securities in compliance with the plan of distribution described in the Registration Statement and otherwise in compliance with applicable federal and state securities laws. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement by reason of the Corporation filing a report on Form 10-K, Form 10-Q or Prospectus supplementForm 8-K or any analogous report under the 1934 Act, the Corporation shall have incorporated such report by reference into such Registration Statement, if applicable, or shall file such amendments or supplements with the SEC on the same day on which the 1934 Act report which created the requirement for the Corporation to amend or supplement such Registration Statement was filed); (c3) to notify the Holder if it is selling Holders Registrable Securities and the managing underwriter(s), if any, promptly if at any time (iA) any Prospectus, Registration Statement or amendment or supplement thereto is proposed to be filed, (iiB) when the SEC notifies the Corporation whether there will be a “review” of such Registration Statement and whenever the SEC comments in writing on any Registration Statement (in which case the Corporation shall provide to each of the Holders true and complete copies of all comments that pertain to the Holders as a “Selling Stockholder” or to the “Plan of Distribution” and all written responses thereto, but not information that the Corporation believes would constitute material and non-public information), (C) any Registration Statement, or any post-effective amendment thereto, becomes effective, (iiiD) the SEC or any other federal or state governmental authority requests any amendment or supplement to, or any additional information in respect of, any Registration Statement or Prospectus, (ivE) the SEC or any other federal or state governmental authority issues any stop order suspending the effectiveness of a Registration Statement or initiates any proceedings for that purpose, (vF) Newmark the Corporation receives any notice that the qualification of any Registrable Securities for sale in any jurisdiction has been suspended or that any proceeding has been threatened or initiated for the purpose of suspending such qualification, or (viG) upon of the discovery occurrence of any event which requires or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any changes be statement made in such Registration Statement or Prospectus or any related document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to such Registration Statement, Prospectus or other documents so that that, in the case of such Registration Statement or Prospectus the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading(in the case of any Prospectus, form of prospectus or supplement thereto, in light of the circumstances under which they were made (made), not misleading; provided, however, that, that in the case of this subclause (viG), such notice need only state that an event of such nature has occurred, without describing such event), (vii) of the determination by counsel of Newmark that a post-effective amendment to a Registration Statement is advisable; or (viii) if, at any time, the representations and warranties of Newmark in any applicable underwriting agreement cease to be true and correct in all material respects. Newmark hereby agrees to promptly reimburse any selling Holders for any reasonable out-of-pocket losses and expenses incurred in connection with any uncompleted sale of any Registrable Securities in the event that Newmark fails to timely notify such Holder that the Registration Statement then on file with the SEC is no longer effective; (d4) make every to use commercially reasonable effort efforts to avoid the issuance of, or, if issued, obtain the withdrawal of any order suspending the effectiveness of a Registration Statement, or the suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest reasonably practicable timeas soon as practicable; (e5) if requested by the managing underwriter(s) or any Holder of Registrable Securities being sold in connection with an underwritten offering, to promptly incorporate into a Prospectus supplement or a post-effective amendment to the Registration Statement any information which the managing underwriter(s), Corporation and such Holder and Newmark reasonably agree is required to be included therein relating to such sale of Registrable Securities; and to file such supplement or post-effective amendment as soon as practicable in accordance with the Securities Act and the rules and regulations promulgated thereunder1933 Act; (f6) to furnish to each selling Holder and each managing underwriter, if any, one signed copy of the Registration Statement or Registration Statements, any Newmark Free Writing Prospectus and any post-effective amendment thereto, including all financial statements and schedules thereto, all documents incorporated therein by reference and all exhibits thereto (including exhibits incorporated by reference) as promptly as practicable after filing such documents with the SEC; (g7) if Registrable Securities being sold in connection with an underwritten offering, to deliver to each selling Holder and each underwriter, if any, as many copies of the Prospectus or Prospectuses (including each preliminary Prospectus) and any amendment, supplement or exhibit thereto as such Persons may reasonably request; and to consent to the use of such Prospectus or any amendment, supplement or exhibit thereto by each such selling Holder and underwriter, if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus, amendment, supplement or exhibit, exhibit in each case in accordance with the intended method or methods of disposition thereof; (h) 8) prior to any public offering of Registrable Securities, to register or qualify, or to cooperate with the selling HoldersHolder, the underwriter(s), if any, and their respective counsel in connection with the registration or qualification (or exemption from the registration or qualification) of, such Registrable Securities for offer and sale resale under the securities or blue sky laws of such jurisdictions as may be requested by the Holders of a majority of the Registrable Securities Holder included in such Registration Statement; to keep each such registration or qualification (or exemption therefrom) effective during the period that the applicable Registration Statement is required to be maintained effective under this AgreementEffectiveness Period; and to do any and all other acts or things necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by such Registration Statement; provided, however, that Newmark the Corporation will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action that which would subject it to general service of process in any jurisdiction where it is not then so subject; (i9) furnish to counsel selected by the Holders, prior to the filing of a Registration Statement or Prospectus or any supplement or post-effective amendment or any Newmark Free Writing Prospectus thereto with the SEC, copies of such documents and with a reasonable and appropriate opportunity to review and comment on such documents, subject to such documents being under Newmark’s control; (j) cooperate with the selling Holders Holder and the underwriter(s), if any, in to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be solddelivered to a transferee pursuant to the Registration Statement, which certificates shall be free, to the extent permitted by the Purchase Agreement and under law, of all restrictive legends, and to enable such certificates Registrable Securities to be in such denominations and registered in such names as any such selling Holders or underwriter(s) may request at least five (5) Business Days prior to any sale of reasonably request. Certificates for Registrable Securities represented free from all restrictive legends may be transmitted by the transfer agent to a Holder by crediting the account of such Holder’s prime broker with DTC as directed by such certificatesHolder; (k10) subject to Section 4.3, upon the occurrence of any event described in clause clauses, (viE), (F) or (G) of Section 4.1(c)3(a)(3) above, promptly to prepare and file a supplement or post-effective amendment amendment, including a post-effective amendment, to the applicable affected Registration Statement Statements or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and any other required documents, so that that, as thereafter delivered, such Registration Statement and Prospectus will not thereafter contain an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading(in the case of any Prospectus, form of prospectus or supplement thereto, in light of the circumstances under which they were made), and to cause such supplement or post-effective amendment to become effective as soon as practicablenot misleading; (l11) to take all other actions in connection therewith as are reasonably necessary or desirable in order to expedite or facilitate the disposition of the Registrable Securities included in such Registration Statement and, in the case of an underwritten offering: (i) to enter into an underwriting agreement in customary form with the managing underwriter(s) (such agreement to contain standard and customary indemnities, representations, warranties and other agreements of or from Newmarkthe Corporation, as the case may be); (ii) to obtain opinions of counsel to Newmark the Corporation (which, which (if reasonably acceptable to the underwriter(s), ) may be Newmarkthe Corporation’s inside counsel) addressed to the underwriter(s), such opinions to be in customary form; and (iii) to obtain “comfort” letters from Newmarkthe Corporation’s independent certified public accountants addressed to the underwriter(s), such letters to be in customary form; (m12) with respect to each Newmark Free Writing Prospectus or other materials to be included in the Disclosure Package, ensure that no Registrable Securities be sold “by means of” (as defined in Rule 159A(b) promulgated under the Securities Act) such Newmark Free Writing Prospectus or other materials without the Holders whose Registrable Securities are being registered having first been provided with a reasonable opportunity to review and comment on such documents; (n) within the deadlines specified by the Securities Act, make all required filings of all Prospectuses and Newmark Free Writing Prospectuses with the SEC; (o) make available for inspection by any selling Holder of Registrable Securities, any underwriter(s) participating in any disposition pursuant to such Registration Statement, and any attorney, accountant or other agent retained by any such selling Holder or underwriter(s) all reasonably requested financial and other records, pertinent corporate documents and properties of Newmark; and cause Newmark’s officers, directors, employees, attorneys and independent accountants to supply all information reasonably requested by any such selling Holders, underwriter(s), attorneys, accountants or agents in connection with such Registration Statement (each selling Holder of Registrable Securities agrees, on its own behalf and on behalf of all its underwriter(s), accountants, attorneys and agents, that the information obtained by it as a result of such inspections shall be kept confidential by it and, except as required by law, not disclosed by it, in each case, unless and until such information is made generally available to the public other than by such selling Holder; and each selling Holder of Registrable Securities further agrees, on its own behalf and on behalf of all its underwriter(s), accountants, attorneys and agents, that it will, upon learning that disclosure of such information is sought in a court of competent jurisdiction, promptly give notice to Newmark and allow Newmark at its expense, to undertake appropriate action to prevent disclosure of the information deemed confidential); (p) consider in good faith any reasonable request of the selling Holders Holder and underwriters for the participation of management of Newmark the Corporation in “road shows” and similar sales events; (q13) reasonably the Corporation shall cooperate with the selling Holders and each underwriter or agent participating in the disposition of such any registered broker through which a Holder proposes to resell its Registrable Securities in effecting a filing with FINRA pursuant to NASD Rule 5130 as requested by any such Holder and their respective counsel, in connection with any filings the Corporation shall pay the filing fee required to be made with for the National Association first such filing within two (2) business days of Securities Dealersthe request therefore; (r14) cause all the Corporation shall use its commercially reasonable efforts to maintain eligibility for use of Form S-3 (or any successor form thereto) for the. registration of the resale of Registrable Securities covered by the applicable Registration Statement to be listed on each securities exchange on which any Newmark Common Stock is then listed or quoted; andSecurities; (s15) the Corporation shall otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC under the 1933 Act and the 1934 Act, including Rule 172, notify the Holders promptly if the Corporation no longer satisfies the conditions of Rule 172 and take all such other customary steps actions as may be reasonably necessary to effect facilitate the registration of the Registrable Securities contemplated herebyhereunder; and make available to its security holders, as soon as reasonably practicable, but not later than the Availability Date (as defined below), an earnings statement covering a period of at least twelve (12) months, beginning after the effective date of each Registration Statement, which earning statement shall satisfy the provisions of Section 11(a) of the 1933 Act, including Rule 158 promulgated thereunder (for the purpose of this Section 3, “Availability Date” means the 45th day following the end of the fourth fiscal quarter that includes the effective date of such Registration Statement, except that, if such fourth fiscal quarter is the last quarter of the Corporation’s fiscal year, “Availability Date” means the 90th day after the end of such fourth fiscal quarter); and (16) in connection with the filing of a Registration Statement hereunder or any amendment or supplement to a Registration Statement or Prospectus hereunder, the Corporation shall, not less than three (3) Business Days prior to such filing, furnish to the Holder copies of such Registration Statement, Prospectus or amendment or supplement thereto, as proposed to be filed, which documents will be subject to the review of the Holder (it being acknowledged and agreed that if the Holder does not object to or comment on the aforementioned documents within such three (3) Business Day period, then the Holder shall be deemed to have consented to and approved the use of such documents). The Corporation shall not file any Registration Statement or amendment or supplement thereto in a form to which the Holder reasonably objects in good faith, provided that, the Corporation is notified of such objection in writing within the three (3) Business Day period described above.

Use Reasonable Best Efforts. In connection with Newmarkthe Corporation’s registration obligations pursuant to Article II and Article IIIthis Agreement, Newmark the Corporation shall use its reasonable best efforts to expeditiously effect such registrations to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof and pursuant thereto Newmark shall as expeditiously as reasonably practicableand: (a1) to prepare and file with the SEC a Registration Statement or Registration Statements relating with respect to the registration such Registrable Securities on any appropriate form under the Securities 1933 Act, and to cause such Registration Statement to become effective as soon as reasonably practicable and to remain continuously effective under the 1933 Act until the earlier of (i) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by the Holders or (ii) the date that all Registrable Securities covered by such Registration Statement may be sold by non-affiliates without volume or manner of sale restrictions under Rule 144, without the requirement for the time period required Corporation to be in compliance with the current public information requirements under Rule 144, as determined by this Agreement counsel to the extent permitted under Corporation pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to the Securities ActCorporation’s transfer agent and the effected Holders (the “Effectiveness Period”); (b2) to (i) prepare and file with the SEC such amendments and post-effective amendments supplements to each Registration Statement such registration statement, and the prospectus used in connection with such registration statement, as may be necessary to keep such Registration Statement continuously effective as to the applicable Registrable Securities for the time period required by this Agreementits Effectiveness Period; (ii) cause the Registration Statement and the related Prospectus to be amended or supplemented by any required Prospectus supplementsupplement (subject to the terms of this Agreement), and and, as so supplemented or amended, to be filed pursuant to Rule 424 under the 1933 Act; (iii) respond as promptly as reasonably practicable to any comments received from the SEC with respect to each Registration Statement or any amendment thereto and, as promptly as reasonably possible, provide the Holders true and complete copies of all correspondence from and to the SEC relating to such Registration Statement that pertains to the Holders as “Selling Stockholders” but not any comments that would result in accordance with the Securities Act disclosure to the Holders of material and any rules and regulations promulgated thereundernon-public information concerning the Corporation; and otherwise (iv) comply with the provisions of the Securities 1933 Act as may be necessary and the 1934 Act with respect to facilitate the disposition of all Registrable Securities covered by such a Registration Statement during until such time as all of such Registrable Securities shall have been disposed of (subject to the applicable period terms of this Agreement) in accordance with the intended method or methods of disposition by the selling Holders thereof as set forth in such Registration Statement as so amended or in such Prospectus as so supplemented; provided, however, that each Purchaser shall be responsible for the delivery of the Prospectus to the Persons to whom such Purchaser sells any of the Registrable Securities (including in accordance with Rule 172 under the 1933 Act), and each Purchaser agrees to dispose of Registrable Securities in compliance with the plan of distribution described in the Registration Statement and otherwise in compliance with applicable federal and state securities laws. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement by reason of the Corporation filing a report on Form 10-K, Form 10-Q or Prospectus supplementForm 8-K or any analogous report under the 1934 Act, the Corporation shall have incorporated such report by reference into such Registration Statement, if applicable, or shall file such amendments or supplements with the SEC on the same day on which the 1934 Act report which created the requirement for the Corporation to amend or supplement such Registration Statement was filed); (c3) to notify the Holder if it is selling Holders Registrable Securities and the managing underwriter(s), if any, promptly if at any time (iA) any Prospectus, Registration Statement or amendment or supplement thereto is proposed to be filed, (iiB) when the SEC notifies the Corporation whether there will be a “review” of such Registration Statement and whenever the SEC comments in writing on any Registration Statement (in which case the Corporation shall provide to each of the Holders true and complete copies of all comments that pertain to the Holders as a “Selling Stockholder” or to the “Plan of Distribution” and all written responses thereto, but not information that the Corporation believes would constitute material and non-public information), (C) any Registration Statement, or any post-effective amendment thereto, becomes effective, (iiiD) the SEC or any other federal or state governmental authority requests any amendment or supplement to, or any additional information in respect of, any Registration Statement or Prospectus, (ivE) the SEC or any other federal or state governmental authority issues any stop order suspending the effectiveness of a Registration Statement or initiates any proceedings for that purpose, (vF) Newmark the Corporation receives any notice that the qualification of any Registrable Securities for sale in any jurisdiction has been suspended or that any proceeding has been threatened or initiated for the purpose of suspending such qualification, or (viG) upon of the discovery occurrence of any event which requires or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any changes be statement made in such Registration Statement or Prospectus or any related document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to such Registration Statement, Prospectus or other documents so that that, in the case of such Registration Statement or Prospectus the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading(in the case of any Prospectus, form of prospectus or supplement thereto, in light of the circumstances under which they were made (made), not misleading; provided, however, that, that in the case of this subclause (viG), such notice need only state that an event of such nature has occurred, without describing such event), (vii) of the determination by counsel of Newmark that a post-effective amendment to a Registration Statement is advisable; or (viii) if, at any time, the representations and warranties of Newmark in any applicable underwriting agreement cease to be true and correct in all material respects. Newmark hereby agrees to promptly reimburse any selling Holders for any reasonable out-of-pocket losses and expenses incurred in connection with any uncompleted sale of any Registrable Securities in the event that Newmark fails to timely notify such Holder that the Registration Statement then on file with the SEC is no longer effective; (d4) make every to use commercially reasonable effort efforts to avoid the issuance of, or, if issued, obtain the withdrawal of any order suspending the effectiveness of a Registration Statement, or the suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest reasonably practicable timeas soon as practicable; (e5) if requested by the managing underwriter(s) or any Holder of Registrable Securities being sold in connection with an underwritten offering, to promptly incorporate into a Prospectus supplement or a post-effective amendment to the Registration Statement any information which the managing underwriter(s), Corporation and such Holder and Newmark reasonably agree is required to be included therein relating to such sale of Registrable Securities; and to file such supplement or post-effective amendment as soon as practicable in accordance with the Securities Act and the rules and regulations promulgated thereunder1933 Act; (f6) to furnish to each selling Holder and each managing underwriter, if any, one signed copy of the Registration Statement or Registration Statements, any Newmark Free Writing Prospectus and any post-effective amendment thereto, including all financial statements and schedules thereto, all documents incorporated therein by reference and all exhibits thereto (including exhibits incorporated by reference) as promptly as practicable after filing such documents with the SEC; (g7) if Registrable Securities being sold in connection with an underwritten offering, to deliver to each selling Holder and each underwriter, if any, as many copies of the Prospectus or Prospectuses (including each preliminary Prospectus) and any amendment, supplement or exhibit thereto as such Persons may reasonably request; and to consent to the use of such Prospectus or any amendment, supplement or exhibit thereto by each such selling Holder and underwriter, if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus, amendment, supplement or exhibit, exhibit in each case in accordance with the intended method or methods of disposition thereof; (h) 8) prior to any public offering of Registrable Securities, to register or qualify, or to cooperate with the selling HoldersHolder, the underwriter(s), if any, and their respective counsel in connection with the registration or qualification (or exemption from the registration or qualification) of, such Registrable Securities for offer and sale resale under the securities or blue sky laws of such jurisdictions as may be requested by the Holders of a majority of the Registrable Securities Holder included in such Registration Statement; to keep each such registration or qualification (or exemption therefrom) effective during the period that the applicable Registration Statement is required to be maintained effective under this AgreementEffectiveness Period; and to do any and all other acts or things necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by such Registration Statement; provided, however, that Newmark the Corporation will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action that which would subject it to general service of process in any jurisdiction where it is not then so subject; (i9) furnish to counsel selected by the Holders, prior to the filing of a Registration Statement or Prospectus or any supplement or post-effective amendment or any Newmark Free Writing Prospectus thereto with the SEC, copies of such documents and with a reasonable and appropriate opportunity to review and comment on such documents, subject to such documents being under Newmark’s control; (j) cooperate with the selling Holders Holder and the underwriter(s), if any, in to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be solddelivered to a transferee pursuant to the Registration Statement, which certificates shall be free, to the extent permitted by the Purchase Agreement and under law, of all restrictive legends, and to enable such certificates Registrable Securities to be in such denominations and registered in such names as any such selling Holders or underwriter(s) may request at least five (5) Business Days prior to any sale of reasonably request. Certificates for Registrable Securities represented free from all restrictive legends may be transmitted by the transfer agent to a Holder by crediting the account of such Holder’s prime broker with DTC as directed by such certificatesHolder; (k10) subject to Section 4.3, upon the occurrence of any event described in clause clauses, (viE), (F) or (G) of Section 4.1(c)3(a)(3) above, promptly to prepare and file a supplement or post-effective amendment amendment, including a post-effective amendment, to the applicable affected Registration Statement Statements or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and any other required documents, so that that, as thereafter delivered, such Registration Statement and Prospectus will not thereafter contain an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading(in the case of any Prospectus, form of prospectus or supplement thereto, in light of the circumstances under which they were made), and to cause such supplement or post-effective amendment to become effective as soon as practicablenot misleading; (l11) to take all other actions in connection therewith as are reasonably necessary or desirable in order to expedite or facilitate the disposition of the Registrable Securities included in such Registration Statement and, in the case of an underwritten offering: (i) to enter into an underwriting agreement in customary form with the managing underwriter(s) (such agreement to contain standard and customary indemnities, representations, warranties and other agreements of or from Newmarkthe Corporation, as the case may be); (ii) to obtain opinions of counsel to Newmark the Corporation (which, which (if reasonably acceptable to the underwriter(s), ) may be Newmarkthe Corporation’s inside counsel) addressed to the underwriter(s), such opinions to be in customary form; and (iii) to obtain “comfort” letters from Newmarkthe Corporation’s independent certified public accountants addressed to the underwriter(s), such letters to be in customary form; (m12) with respect to each Newmark Free Writing Prospectus or other materials to be included in the Disclosure Package, ensure that no Registrable Securities be sold “by means of” (as defined in Rule 159A(b) promulgated under the Securities Act) such Newmark Free Writing Prospectus or other materials without the Holders whose Registrable Securities are being registered having first been provided with a reasonable opportunity to review and comment on such documents; (n) within the deadlines specified by the Securities Act, make all required filings of all Prospectuses and Newmark Free Writing Prospectuses with the SEC; (o) make available for inspection by any selling Holder of Registrable Securities, any underwriter(s) participating in any disposition pursuant to such Registration Statement, and any attorney, accountant or other agent retained by any such selling Holder or underwriter(s) all reasonably requested financial and other records, pertinent corporate documents and properties of Newmark; and cause Newmark’s officers, directors, employees, attorneys and independent accountants to supply all information reasonably requested by any such selling Holders, underwriter(s), attorneys, accountants or agents in connection with such Registration Statement (each selling Holder of Registrable Securities agrees, on its own behalf and on behalf of all its underwriter(s), accountants, attorneys and agents, that the information obtained by it as a result of such inspections shall be kept confidential by it and, except as required by law, not disclosed by it, in each case, unless and until such information is made generally available to the public other than by such selling Holder; and each selling Holder of Registrable Securities further agrees, on its own behalf and on behalf of all its underwriter(s), accountants, attorneys and agents, that it will, upon learning that disclosure of such information is sought in a court of competent jurisdiction, promptly give notice to Newmark and allow Newmark at its expense, to undertake appropriate action to prevent disclosure of the information deemed confidential); (p) consider in good faith any reasonable request of the selling Holders Holder and underwriters for the participation of management of Newmark the Corporation in “road shows” and similar sales events; (q13) reasonably the Corporation shall cooperate with the selling Holders and each underwriter or agent participating in the disposition of such any registered broker through which a Holder proposes to resell its Registrable Securities in effecting a filing with FINRA pursuant to NASD Rule 5130 as requested by any such Holder and their respective counsel, in connection with any filings the Corporation shall pay the filing fee required to be made with for the National Association first such filing within two (2) business days of Securities Dealersthe request therefore; (r14) cause all the Corporation shall use its commercially reasonable efforts to maintain eligibility for use of Form S-3 (or any successor form thereto) for the registration of the resale of Registrable Securities covered by the applicable Registration Statement to be listed on each securities exchange on which any Newmark Common Stock is then listed or quoted; andSecurities; (s15) the Corporation shall otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC under the 1933 Act and the 1934 Act, including Rule 172, notify the Holders promptly if the Corporation no longer satisfies the conditions of Rule 172 and take all such other customary steps actions as may be reasonably necessary to effect facilitate the registration of the Registrable Securities contemplated herebyhereunder; and make available to its security holders, as soon as reasonably practicable, but not later than the Availability Date (as defined below), an earnings statement covering a period of at least twelve (12) months, beginning after the effective date of each Registration Statement, which earning statement shall satisfy the provisions of Section 11(a) of the 1933 Act, including Rule 158 promulgated thereunder (for the purpose of this Section 3, “Availability Date” means the 45th day following the end of the fourth fiscal quarter that includes the effective date of such Registration Statement, except that, if such fourth fiscal quarter is the last quarter of the Corporation’s fiscal year, “Availability Date” means the 90th day after the end of such fourth fiscal quarter); and (16) in connection with the filing of a Registration Statement hereunder or any amendment or supplement to a Registration Statement or Prospectus hereunder, the Corporation shall, not less than three (3) Business Days prior to such filing, furnish to the Holder copies of such Registration Statement, Prospectus or amendment or supplement thereto, as proposed to be filed, which documents will be subject to the review of the Holder (it being acknowledged and agreed that if the Holder does not object to or comment on the aforementioned documents within such three (3) Business Day period, then the Holder shall be deemed to have consented to and approved the use of such documents). The Corporation shall not file any Registration Statement or amendment or supplement thereto in a form to which the Holder reasonably objects in good faith, provided that, the Corporation is notified of such objection in writing within the three (3) Business Day period described above.

Use Reasonable Best Efforts. In connection with Newmarkthe Corporation’s registration obligations pursuant to Article II and Article IIIthis Agreement, Newmark the Corporation shall use its reasonable best efforts to expeditiously effect such registrations to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof and pursuant thereto Newmark shall as expeditiously as reasonably practicableand: (a1) to prepare and file with the SEC a Registration Statement or Registration Statements relating with respect to the registration such Registrable Securities on any appropriate form under the Securities 1933 Act, and to cause such Registration Statement to become effective as soon as reasonably practicable and to remain continuously effective under the 1933 Act until the earlier of (i) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by the Holders or (ii) the date that all Registrable Securities covered by such Registration Statement may be sold by non-affiliates without volume or manner of sale restrictions under Rule 144, without the requirement for the time period required Corporation to be in compliance with the current public information requirements under Rule 144, as determined by this Agreement counsel to the extent permitted under Corporation pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to the Securities ActCorporation’s transfer agent and the Holder (the “Effectiveness Period”); (b2) to (i) prepare and file with the SEC such amendments and post-effective amendments supplements to each Registration Statement such registration statement, and the prospectus used in connection with such registration statement, as may be necessary to keep such Registration Statement continuously effective as to the applicable Registrable Securities for the time period required by this Agreement; its Effectiveness Period (ii) cause the Registration Statement and the related Prospectus to be amended or supplemented by any required Prospectus supplementsupplement (subject to the terms of this Agreement), and and, as so supplemented or amended, to be filed pursuant to Rule 424 under the 1933 Act; (iii) respond as promptly as reasonably practicable to any comments received from the SEC with respect to each Registration Statement or any amendment thereto and, as promptly as reasonably possible, provide the Holder true and complete copies of all correspondence from and to the SEC relating to such Registration Statement that pertains to the Holder as a “Selling Stockholder” but not any comments that would result in accordance with the Securities Act disclosure to the Holder of material and any rules and regulations promulgated thereundernon-public information concerning the Corporation; and otherwise (iv) comply with the provisions of the Securities 1933 Act as may be necessary and the 1934 Act with respect to facilitate the disposition of all Registrable Securities covered by such a Registration Statement during until such time as all of such Registrable Securities shall have been disposed of (subject to the applicable period terms of this Agreement) in accordance with the intended method or methods of disposition by the selling Holders Holder thereof as set forth in such Registration Statement as so amended or in such Prospectus as so supplemented; provided, however, that Holder shall be responsible for the delivery of the Prospectus to the Persons to whom such Holder sells any of the Registrable Securities (including in accordance with Rule 172 under the 1933 Act), and Holder agrees to dispose of Registrable Securities in compliance with the plan of distribution described in the Registration Statement and otherwise in compliance with applicable federal and state securities laws. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement by reason of the Corporation filing a report on Form 10-K, Form 10-Q or Prospectus supplementForm 8-K or any analogous report under the 1934 Act, the Corporation shall have incorporated such report by reference into such Registration Statement, if applicable, or shall file such amendments or supplements with the SEC on the same day on which the 1934 Act report which created the requirement for the Corporation to amend or supplement such Registration Statement was filed; (c3) to notify the Holder if it is selling Holders Registrable Securities and the managing underwriter(s), if any, promptly if at any time (iA) any Prospectus, Registration Statement or amendment or supplement thereto is proposed to be filed, (iiB) when the SEC notifies the Corporation whether there will be a “review” of such Registration Statement and whenever the SEC comments in writing on any Registration Statement (in which case the Corporation shall provide to each of the Holders true and complete copies of all comments that pertain to the Holder as a “Selling Stockholder” or to the “Plan of Distribution” and all written responses thereto, but not information that the Corporation believes would constitute material and non-public information), (C) any Registration Statement, or any post-effective amendment thereto, becomes effective, (iiiD) the SEC or any other federal or state governmental authority requests any amendment or supplement to, or any additional information in respect of, any Registration Statement or Prospectus, (ivE) the SEC or any other federal or state governmental authority issues any stop order suspending the effectiveness of a Registration Statement or initiates any proceedings for that purpose, (vF) Newmark the Corporation receives any notice that the qualification of any Registrable Securities for sale in any jurisdiction has been suspended or that any proceeding has been threatened or initiated for the purpose of suspending such qualification, or (viG) upon of the discovery occurrence of any event which requires or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any changes be statement made in such Registration Statement or Prospectus or any related document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to such Registration Statement, Prospectus or other documents so that that, in the case of such Registration Statement or Prospectus the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading(in the case of any Prospectus, form of prospectus or supplement thereto, in light of the circumstances under which they were made (made), not misleading; provided, however, that, that in the case of this subclause (viG), such notice need only state that an event of such nature has occurred, without describing such event), (vii) of the determination by counsel of Newmark that a post-effective amendment to a Registration Statement is advisable; or (viii) if, at any time, the representations and warranties of Newmark in any applicable underwriting agreement cease to be true and correct in all material respects. Newmark hereby agrees to promptly reimburse any selling Holders for any reasonable out-of-pocket losses and expenses incurred in connection with any uncompleted sale of any Registrable Securities in the event that Newmark fails to timely notify such Holder that the Registration Statement then on file with the SEC is no longer effective; (d4) make every to use commercially reasonable effort efforts to avoid the issuance of, or, if issued, obtain the withdrawal of any order suspending the effectiveness of a Registration Statement, or the suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest reasonably practicable timeas soon as practicable; (e5) if requested by the managing underwriter(s) or any the Holder of Registrable Securities being sold in connection with an underwritten offering, to promptly incorporate into a Prospectus supplement or a post-effective amendment to the Registration Statement any information which the managing underwriter(s), Corporation and such Holder and Newmark reasonably agree is required to be included therein relating to such sale of Registrable Securities; and to file such supplement or post-effective amendment as soon as practicable in accordance with the Securities Act and the rules and regulations promulgated thereunder1933 Act; (f6) to furnish to each selling the Holder and each managing underwriter, if any, one signed copy of the Registration Statement or Registration Statements, any Newmark Free Writing Prospectus and any post-effective amendment thereto, including all financial statements and schedules thereto, all documents incorporated therein by reference and all exhibits thereto (including exhibits incorporated by reference) as promptly as practicable after filing such documents with the SEC; (g7) if Registrable Securities being sold in connection with an underwritten offering, to deliver to each selling Holder and each underwriter, if any, as many copies of the Prospectus or Prospectuses (including each preliminary Prospectus) and any amendment, supplement or exhibit thereto as such Persons may reasonably request; and to consent to the use of such Prospectus or any amendment, supplement or exhibit thereto by each such selling Holder and underwriter, if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus, amendment, supplement or exhibit, exhibit in each case in accordance with the intended method or methods of disposition thereof; (h) 8) prior to any public offering of Registrable Securities, to register or qualify, or to cooperate with the selling HoldersHolder, the underwriter(s), if any, and their respective counsel in connection with the registration or qualification (or exemption from the registration or qualification) of, such Registrable Securities for offer and sale resale under the securities or blue sky laws of such jurisdictions as may be requested by the Holders of a majority of the Registrable Securities Holder included in such Registration Statement; to keep each such registration or qualification (or exemption therefrom) effective during the period that the applicable Registration Statement is required to be maintained effective under this AgreementEffectiveness Period; and to do any and all other acts or things necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by such Registration Statement; provided, however, that Newmark the Corporation will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action that which would subject it to general service of process in any jurisdiction where it is not then so subject; (i9) furnish to counsel selected by the Holders, prior to the filing of a Registration Statement or Prospectus or any supplement or post-effective amendment or any Newmark Free Writing Prospectus thereto with the SEC, copies of such documents and with a reasonable and appropriate opportunity to review and comment on such documents, subject to such documents being under Newmark’s control; (j) cooperate with the selling Holders Holder and the underwriter(s), if any, in to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be solddelivered to a transferee pursuant to the Registration Statement, which certificates shall be free, to the extent permitted by the Purchase Agreement and under law, of all restrictive legends, and to enable such certificates Registrable Securities to be in such denominations and registered in such names as any such selling Holders or underwriter(s) may request at least five (5) Business Days prior to any sale of reasonably request. Certificates for Registrable Securities represented free from all restrictive legends may be transmitted by the transfer agent to a Holder by crediting the account of such Holder’s prime broker with DTC as directed by such certificatesHolder; (k10) subject to Section 4.3, upon the occurrence of any event described in clause clauses, (viE), (F) or (G) of Section 4.1(c)3(a)(3) above, promptly to prepare and file a supplement or post-effective amendment amendment, including a post-effective amendment, to the applicable affected Registration Statement Statements or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and any other required documents, so that that, as thereafter delivered, such Registration Statement and Prospectus will not thereafter contain an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading(in the case of any Prospectus, form of prospectus or supplement thereto, in light of the circumstances under which they were made), and to cause such supplement or post-effective amendment to become effective as soon as practicablenot misleading; (l11) to take all other actions in connection therewith as are reasonably necessary or desirable in order to expedite expedite. or facilitate the disposition of the Registrable Securities included in such Registration Statement and, in the case of an underwritten offering: (i) to enter into an underwriting agreement in customary form with the managing underwriter(s) (such agreement to contain standard and customary indemnities, representations, warranties and other agreements of or from Newmarkthe Corporation, as the case may be); (ii) to obtain opinions of counsel to Newmark the Corporation (which, if which·(if reasonably acceptable to the underwriter(s), ) may be Newmarkthe Corporation’s inside counsel) addressed to the underwriter(s), such opinions to be in customary form; and (iii) to obtain “comfort” letters from Newmarkthe Corporation’s independent certified public accountants addressed to the underwriter(s), such letters to be in customary form; (m12) with respect to each Newmark Free Writing Prospectus or other materials to be included in the Disclosure Package, ensure that no Registrable Securities be sold “by means of” (as defined in Rule 159A(b) promulgated under the Securities Act) such Newmark Free Writing Prospectus or other materials without the Holders whose Registrable Securities are being registered having first been provided with a reasonable opportunity to review and comment on such documents; (n) within the deadlines specified by the Securities Act, make all required filings of all Prospectuses and Newmark Free Writing Prospectuses with the SEC; (o) make available for inspection by any selling Holder of Registrable Securities, any underwriter(s) participating in any disposition pursuant to such Registration Statement, and any attorney, accountant or other agent retained by any such selling Holder or underwriter(s) all reasonably requested financial and other records, pertinent corporate documents and properties of Newmark; and cause Newmark’s officers, directors, employees, attorneys and independent accountants to supply all information reasonably requested by any such selling Holders, underwriter(s), attorneys, accountants or agents in connection with such Registration Statement (each selling Holder of Registrable Securities agrees, on its own behalf and on behalf of all its underwriter(s), accountants, attorneys and agents, that the information obtained by it as a result of such inspections shall be kept confidential by it and, except as required by law, not disclosed by it, in each case, unless and until such information is made generally available to the public other than by such selling Holder; and each selling Holder of Registrable Securities further agrees, on its own behalf and on behalf of all its underwriter(s), accountants, attorneys and agents, that it will, upon learning that disclosure of such information is sought in a court of competent jurisdiction, promptly give notice to Newmark and allow Newmark at its expense, to undertake appropriate action to prevent disclosure of the information deemed confidential); (p) consider in good faith any reasonable request of the selling Holders Holder and underwriters for the participation of management of Newmark the Corporation in “road shows” and similar sales events; (q13) reasonably the Corporation shall cooperate with the selling Holders and each underwriter or agent participating in the disposition of such any registered broker through which a Holder proposes to resell its Registrable Securities in effecting a filing with FINRA pursuant to NASD Rule 5130 as requested by any such Holder and their respective counsel, in connection with any filings the Corporation shall pay the filing fee required to be made with for the National Association first such filing within two (2) business days of Securities Dealersthe request therefore; (r14) cause all the Corporation shall use its commercially reasonable efforts to maintain eligibility for use of Form S-3 (or any successor form thereto) for the registration of the resale of Registrable Securities covered by the applicable Registration Statement to be listed on each securities exchange on which any Newmark Common Stock is then listed or quoted; andSecurities; (s15) the Corporation shall otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC under the 1933 Act and the 1934 Act, including Rule 172, notify the Holder promptly if the Corporation no longer satisfies the conditions of Rule 172 and take all such other customary steps actions as may be reasonably necessary to effect facilitate the registration of the Registrable Securities contemplated herebyhereunder; and make available to its security holders, as soon as reasonably practicable, but not later than the Availability Date (as defined below), an earnings statement covering a period of at least twelve (12) months, beginning after the effective date of each Registration Statement, which earning statement shall satisfy the provisions of Section 11(a) of the 1933 Act, including Rule 158 promulgated thereunder (for the purpose of this Section 3, “Availability Date” means the 45th day following the end of the fourth fiscal quarter that includes the effective date of such Registration Statement, except that, if such fourth fiscal quarter is the last quarter of the Corporation’s fiscal year, “Availability Date” means the 90th day after the end of such fourth fiscal quarter); and (16) in connection with the filing of a Registration Statement hereunder or any amendment or supplement to a Registration Statement or Prospectus hereunder, the Corporation shall, not less than three (3) Business Days prior to such filing, furnish to the Holder copies of such Registration Statement, Prospectus or amendment or supplement thereto, as proposed to be filed, which documents will be subject to the review of the Holder (it being acknowledged and agreed that if the Holder does not object to or comment on the aforementioned documents within such three (3) Business Day period, then the Holder shall be deemed to have consented to and approved the use of such documents). The Corporation shall not file any Registration Statement or amendment or supplement thereto in a form to which the Holder reasonably objects in good faith, provided that, the Corporation is notified of such objection in writing within the three (3) Business Day period described above.

Use Reasonable Best Efforts. In connection with Newmarkthe Corporation’s registration obligations pursuant to Article II subsections (b) and Article III(c) of this Section, Newmark the Corporation shall use its reasonable best efforts to effect such registrations to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof and pursuant thereto Newmark shall as expeditiously as reasonably practicableand: (a1) to prepare and file with the SEC a Registration Statement or Registration Statements relating to the registration on any appropriate form under the Securities 1933 Act, and to cause such Registration Statement to become effective as soon as reasonably practicable and to remain continuously effective for the time period required by this Agreement to the extent permitted under the Securities 1933 Act; (b2) to prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement effective for the time applicable period required by this Agreementset forth in paragraph (b)(i); and to cause the Registration Statement and the related Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed in accordance with the Securities 1933 Act and any rules and regulations promulgated thereunder; and otherwise to comply with the provisions of the Securities 1933 Act as may be necessary to facilitate the disposition of all Registrable Securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of disposition by the selling Holders Purchaser thereof set forth in such Registration Statement or such Prospectus or Prospectus supplement; (c3) to notify the each Purchaser if it is selling Holders Registrable Securities and the managing underwriter(s), if any, promptly if at any time (iA) any Prospectus, Registration Statement or amendment or supplement thereto is filed, (iiB) any Registration Statement, or any post-effective amendment thereto, becomes effective, (iiiC) the SEC or any other federal or state governmental authority requests any amendment or supplement to, or any additional information in respect of, any Registration Statement or Prospectus, (ivD) the SEC or any other federal or state governmental authority issues any stop order suspending the effectiveness of a Registration Statement or initiates any proceedings for that purpose, (vE) Newmark the Corporation receives any notice that the qualification of any Registrable Securities for sale in any jurisdiction has been suspended or that any proceeding has been initiated for the purpose of suspending such qualification, or (viF) upon the discovery discovery, or upon the occurrence of any event event, which requires that any changes be made in such Registration Statement or any related Prospectus so that such Registration Statement or Prospectus will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances under which they were made (made; provided, however, that, that in the case of this subclause (vi3), such notice need only state that an event of such nature has occurred, without describing such event), (vii) of the determination by counsel of Newmark that a post-effective amendment to a Registration Statement is advisable; or (viii) if, at any time, the representations and warranties of Newmark in any applicable underwriting agreement cease to be true and correct in all material respects. Newmark hereby agrees to promptly reimburse any selling Holders for any reasonable out-of-pocket losses and expenses incurred in connection with any uncompleted sale of any Registrable Securities in the event that Newmark fails to timely notify such Holder that the Registration Statement then on file with the SEC is no longer effective; (d4) to make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement, or the qualification of any Registrable Securities for sale in any jurisdiction, at the earliest reasonably practicable timemoment; (e5) if requested by the managing underwriter(s) or any Holder of Registrable Securities being sold in connection with an underwritten offering, to incorporate into a Prospectus supplement or a post-effective amendment to the Registration Statement any information which the managing underwriter(s), such Holder and Newmark Corporation reasonably agree determines is required to be included therein relating to such sale of Registrable Securities; and to file such supplement or post-effective amendment as soon as practicable in accordance with the Securities Act and the rules and regulations promulgated thereunder1933 Act; (f6) to furnish to each selling Holder Purchaser and each managing underwriter, if any, one signed copy of the Registration Statement or Registration Statements, any Newmark Free Writing Prospectus and any post-effective amendment thereto, including all financial statements and schedules thereto, all documents incorporated therein by reference and all exhibits thereto (including exhibits incorporated by reference) as promptly as practicable after filing such documents with the SEC; (g7) if Registrable Securities being sold in connection with an underwritten offering, to deliver to each selling Holder Purchaser and each underwriter, if any, as many copies of the Prospectus or Prospectuses (including each preliminary Prospectus) and any amendment, supplement or exhibit thereto as such Persons may reasonably request; and to consent to the use of such Prospectus or any amendment, supplement or exhibit thereto by each such selling Holder participating Purchaser and underwriter, if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus, amendment, supplement or exhibit, exhibit in each case in accordance with the intended method or methods of disposition thereof; (h) 8) prior to any public offering of Registrable Securities, to register or qualify, or to cooperate with the selling Holderseach participating Purchaser, the underwriter(s), if any, and their respective counsel in connection with the registration or qualification of, such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as may be requested by the Holders of a majority of the Registrable Securities included in such Registration Statement; to keep each such registration or qualification effective during the period set forth in paragraph (b)(i) that the applicable Registration Statement is required to be maintained effective under this Agreementkept effective; and to do any and all other acts or things necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by such Registration Statement; provided, however, that Newmark the Corporation will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action that which would subject it to general service of process in any jurisdiction where it is not then so subject; (i9) furnish to counsel selected by the Holders, prior to the filing of a Registration Statement or Prospectus or any supplement or post-effective amendment or any Newmark Free Writing Prospectus thereto with the SEC, copies of such documents and with a reasonable and appropriate opportunity to review and comment on such documents, subject to such documents being under Newmark’s control; (j) cooperate with the selling Holders each participating Purchaser and the underwriter(s), if any, in the preparation and delivery of certificates representing the Registrable Securities to be sold, such certificates to be in such denominations and registered in such names as such selling Holders Purchaser or managing underwriter(s) may request at least five (5) Business Days prior to any sale of Registrable Securities represented by such certificates; (k10) subject to Section 4.3, upon the occurrence of any event described in clause (viF) of Section 4.1(c)subparagraph (d)(i)(3) above, promptly to prepare and file a supplement or post-effective amendment to the applicable Registration Statement or Prospectus or any document incorporated therein by reference, and any other required documents, so that such Registration Statement and Prospectus will not thereafter contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading, in light of the circumstances under which they were made, and to cause such supplement or post-effective amendment to become effective as soon as practicable; (l11) to take all other actions in connection therewith as are reasonably necessary or desirable in order to expedite or facilitate the disposition of the Registrable Securities included in such Registration Statement and, in the case of an underwritten offering: (i) to enter into an underwriting agreement in customary form with the managing underwriter(s) (such agreement to contain standard and customary indemnities, representations, warranties and other agreements of or from Newmarkthe Corporation, as the case may be); (ii) to obtain opinions of counsel to Newmark the Corporation (which, which (if reasonably acceptable to the underwriter(s), ) may be Newmarkthe Corporation’s inside counsel) addressed to the underwriter(s), such opinions to be in customary form; and (iii) to obtain “comfort” letters from Newmarkthe Issuer’s or the Corporation’s independent certified public accountants addressed to the underwriter(s), such letters to be in customary form; (m12) with respect to each Newmark Free Writing Prospectus or other materials to be included in the Disclosure Package, ensure that no Registrable Securities be sold “by means of” (as defined in Rule 159A(b) promulgated under the Securities Act) such Newmark Free Writing Prospectus or other materials without the Holders whose Registrable Securities are being registered having first been provided with a reasonable opportunity to review and comment on such documents; (n) within the deadlines specified by the Securities Act, make all required filings of all Prospectuses and Newmark Free Writing Prospectuses with the SEC; (o) make available for inspection by any selling Holder of Registrable Securities, any underwriter(s) participating in any disposition pursuant to such Registration Statement, and any attorney, accountant or other agent retained by any such selling Holder or underwriter(s) all reasonably requested financial and other records, pertinent corporate documents and properties of Newmark; and cause Newmark’s officers, directors, employees, attorneys and independent accountants to supply all information reasonably requested by any such selling Holders, underwriter(s), attorneys, accountants or agents in connection with such Registration Statement (each selling Holder of Registrable Securities agrees, on its own behalf and on behalf of all its underwriter(s), accountants, attorneys and agents, that the information obtained by it as a result of such inspections shall be kept confidential by it and, except as required by law, not disclosed by it, in each case, unless and until such information is made generally available to the public other than by such selling Holder; and each selling Holder of Registrable Securities further agrees, on its own behalf and on behalf of all its underwriter(s), accountants, attorneys and agents, that it will, upon learning that disclosure of such information is sought in a court of competent jurisdiction, promptly give notice to Newmark and allow Newmark at its expense, to undertake appropriate action to prevent disclosure of the information deemed confidential); (p) consider in good faith any reasonable request of the selling Holders a participating Purchaser and underwriters for the participation of management of Newmark the Corporation in “road shows” and similar sales events; (q13) reasonably cooperate with the selling Holders each participating Purchaser and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel, in connection with any filings required to be made with the National Association of Securities Dealers; (r) cause all Registrable Securities covered by the applicable Registration Statement to be listed on each securities exchange on which any Newmark Common Stock is then listed or quotedFinancial Industry Regulatory Authority; and (s14) take all other customary steps in connection with the filing of a Registration Statement hereunder or any amendment or supplement to a Registration Statement or Prospectus hereunder, the Corporation shall, not less than three (3) business days prior to such filing, furnish to the Purchasers copies of such Registration Statement, Prospectus or amendment or supplement thereto, as proposed to be filed, which documents will be subject to the review of such Purchaser (it being acknowledged and agreed that if a Purchaser does not object to or comment on the aforementioned documents within such three (3) business day period, then the Purchaser shall be deemed to have consented to and approved the use of such documents). The Corporation shall not file any Registration Statement or amendment or supplement thereto in a form to which a Purchaser reasonably necessary to effect objects in good faith, provided that, the registration Corporation is notified of such objection in writing within the Registrable Securities contemplated herebythree (3) business day period described above.

Use Reasonable Best Efforts. In connection with Newmarkthe Company’s registration obligations pursuant to Article II and Article IIIIII hereof, Newmark the Company shall use its reasonable best efforts to effect such registrations to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof and pursuant thereto Newmark the Company shall as expeditiously as reasonably practicable: (a) prepare and file with the SEC a Registration Statement or Registration Statements relating to the registration on any appropriate form under the Securities Act, and to cause such Registration Statement to become effective as soon as reasonably practicable and to remain continuously effective for the time period required by this Agreement to the extent permitted under the Securities Act; (b) prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement effective for the time applicable period required by set forth in this Agreement; and to cause the Registration Statement and the related Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed in accordance with the Securities Act and any rules and regulations promulgated thereunder; and otherwise to comply with the provisions of the Securities Act as may be necessary to facilitate the disposition of all Registrable Securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of disposition by the selling Holders thereof set forth in such Registration Statement or such Prospectus or Prospectus supplement; (c) notify the selling Holders and the managing underwriter(s), if any, promptly if at any time (i) any Prospectus, Registration Statement or amendment or supplement thereto is filed, (ii) any Registration Statement, or any post-effective amendment thereto, becomes effective, (iii) the SEC or any other federal or state governmental authority requests any amendment or supplement to, or any additional information in respect of, any Registration Statement or Prospectus, (iv) the SEC or any other federal or state governmental authority issues any stop order suspending the effectiveness of a Registration Statement or initiates any proceedings for that purpose, (v) Newmark the Company receives any notice that the qualification of any Registrable Securities for sale in any jurisdiction has been suspended or that any proceeding has been initiated for the purpose of suspending such qualification, qualification (vi) upon the discovery of any event which requires that any changes be made in such Registration Statement or any related Prospectus so that such Registration Statement or Prospectus will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances under which they were made (made; provided, however, that, that in the case of this subclause (vi), such notice need only state that an event of such nature has occurred, without describing such event), or (vii) of the determination by counsel of Newmark the Company that a post-effective amendment to a Registration Restriction Statement is advisable; or (viii) if, at any time, the representations and warranties of Newmark in any applicable underwriting agreement cease to be true and correct in all material respects. Newmark The Company hereby agrees to promptly reimburse any selling Holders for any reasonable out-of-pocket losses and expenses incurred in connection with any uncompleted sale of any Registrable Securities in the event that Newmark the Company fails to timely notify such Holder that the Registration Statement then on file with the SEC is no longer effective; (d) to make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement, or the qualification of any Registrable Securities for sale in any jurisdiction, at the earliest reasonably practicable timemoment; (e) if requested by the managing underwriter(s) or any Holder of Registrable Securities being sold in connection with an underwritten offering, to incorporate into a Prospectus supplement or a post-effective amendment to the Registration Statement any information which the managing underwriter(s), such Holder and Newmark the Company reasonably agree is required to be included therein relating to such sale of Registrable Securities; and to file such supplement or post-effective amendment as soon as practicable in accordance with the Securities Act and the rules and regulations promulgated thereunder; (f) to furnish to each selling Holder and each managing underwriter, if any, one signed copy of the Registration Statement or Registration Statements, any Newmark Company Free Writing Prospectus Prospectus, and any post-effective amendment thereto, including all financial statements and schedules thereto, all documents incorporated therein by reference and all exhibits thereto (including exhibits incorporated by reference) as promptly as practicable after filing such documents with the SEC; (g) to deliver to each selling Holder and each underwriter, if any, as many copies of the Prospectus or Prospectuses (including each preliminary Prospectus) and any amendment, supplement or exhibit thereto as such Persons may reasonably request; and to consent to the use of such Prospectus or any amendment, supplement or exhibit thereto by each such selling Holder and underwriter, if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus, amendment, supplement or exhibit, exhibit in each case in accordance with the intended method or methods of disposition thereof; (h) prior to any public offering of Registrable Securities, to register or qualify, or to cooperate with the selling Holders, the underwriter(s), if any, and their respective counsel in connection with the registration or qualification of, such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as may be requested by the Holders of a majority of the Registrable Securities included in such Registration Statement; to keep each such registration or qualification effective during the period set forth in this Agreement that the applicable Registration Statement is required to be maintained effective under this Agreementkept effective; and to do any and all other acts or things necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by such Registration Statement; provided, however, that Newmark the Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action that which would subject it to taxation or general service of process in any jurisdiction where it is not then so subject; (i) to furnish to counsel selected by the Holders, prior to the filing of a Registration Statement or Prospectus or any supplement or post-effective amendment or any Newmark Company Free Writing Prospectus thereto with the SEC, copies of such documents and with a reasonable and appropriate opportunity to review and comment on such documents, subject to such documents being under Newmarkthe Company’s control; (j) to cooperate with the selling Holders and the underwriter(s), if any, in the preparation and delivery of certificates representing the Registrable Securities to be sold, such certificates to be in such denominations and registered in such names as such selling Holders or managing underwriter(s) may request at least five (5) Business Days prior to any sale of Registrable Securities represented by such certificates; (k) subject to Section 4.36.3 hereof, upon the occurrence of any event described in clause (vi) of Section 4.1(c)6.1(c) above, to promptly prepare and file a supplement or post-effective amendment to the applicable Registration Statement or Prospectus or any document incorporated therein by reference, and any other required documents, so that such Registration Statement and Prospectus will not thereafter contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading, in light of the circumstances under which they were made, and to cause such supplement or post-effective amendment to become effective as soon as practicable; (l) to take all other actions in connection therewith as are reasonably necessary or desirable in order to expedite or facilitate the disposition of the Registrable Securities included in such Registration Statement and, in the case of an underwritten offering: (i) to enter into an underwriting agreement in customary form with the managing underwriter(s) (such agreement to contain standard and customary indemnities, representations, warranties and other agreements of or from Newmarkthe Company, as the case may be); (ii) to obtain opinions of counsel to Newmark the Company (which, which (if reasonably acceptable to the underwriter(s), ) may be Newmarkthe Company’s inside counsel) addressed to the underwriter(s), such opinions to be in customary form; and (iii) to obtain “comfort” letters from Newmarkthe Company’s independent certified public accountants addressed to the underwriter(s), such letters to be in customary form; (m) with respect to each Newmark Company Free Writing Prospectus or other materials to be included in the Disclosure Package, ensure that no Registrable Securities be sold “by means of” (as defined in Rule 159A(b) promulgated under the Securities Act) such Newmark Company Free Writing Prospectus or other materials without the Holders whose Registrable Securities are being registered Holder(s) participating in such registration having first been provided with a reasonable opportunity to review and comment on such documents; (n) within the deadlines specified by the Securities Act, make all required filings of all Prospectuses and Newmark Company Free Writing Prospectuses with the SEC; (o) to make available for inspection by any selling Holder of Registrable Securities, any underwriter(s) participating in any disposition pursuant to such Registration Statement, and any attorney, accountant or other agent retained by any such selling Holder or underwriter(s) all reasonably requested financial and other records, pertinent corporate documents and properties of Newmark; the Company and to cause Newmarkthe Company’s officers, directors, employees, attorneys and independent accountants to supply all information reasonably requested by any such selling Holders, underwriter(s), attorneys, accountants or agents in connection with such Registration Statement (each Each selling Holder of Registrable Securities agrees, on its own behalf and on behalf of all its underwriter(s), accountants, attorneys and agents, that the information obtained by it as a result of such inspections shall be kept confidential by it and, except as required by law, not disclosed by it, in each case, case unless and until such information is made generally available to the public other than by such selling Holder; and each selling Holder of Registrable Securities further agrees, on its own behalf and on behalf of all its underwriter(s), accountants, attorneys and agents, that it will, upon learning that disclosure of such information is sought in a court of competent jurisdiction, promptly give notice to Newmark the Company and allow Newmark the Company at its expense, to undertake appropriate action to prevent disclosure of the information deemed confidential); (p) to consider in good faith any reasonable request of the selling Holders and underwriters for the participation of management of Newmark the Company in “road shows” and similar sales events; (q) reasonably cooperate with the selling Holders and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel, in connection with any filings required to be made with by the National Association of Securities DealersFinancial Industry Regulatory Authority; (r) cause all such Registrable Securities covered by the applicable Registration Statement to be listed on each securities exchange and quotation system on which any Newmark Common Stock is similar securities issued by the Company are then listed and, if such securities are not then listed on a national securities exchange, cause them to be so listed or quotedqualified; provided, that the Company then meets or is reasonably capable of meeting the eligibility requirements for such an exchange or system and such exchange or system is reasonably satisfactory to the managing underwriters, and to enter into such customary agreements as may be required in furtherance thereof, including, without limitation, listing applications and indemnification agreements in customary form; (s) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such Registration Statement; and (st) take subject to other provisions hereof, use all reasonable efforts to cause such Registrable Securities covered by such Registration Statement to be registered with or approved by such other customary steps reasonably governmental agencies or authorities or self-regulatory organizations as may be necessary to effect enable the registration sellers thereof to consummate the disposition of the such Registrable Securities contemplated herebySecurities.

Use Reasonable Best Efforts. In connection with Newmarkthe Issuer’s registration obligations pursuant to Article II and Article IIIthis Section, Newmark the Issuer shall use its reasonable best efforts to effect such registrations to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof and pursuant thereto Newmark shall as expeditiously as reasonably practicableand: (a1) to prepare and file with the SEC a Registration Statement or Registration Statements relating to the registration on any appropriate form under the Securities 1933 Act, and to cause such Registration Statement to become effective as soon as reasonably practicable and to remain continuously effective for the time period required by this Agreement to the extent permitted under the Securities 1933 Act; (b2) to prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement effective for the time period (the “Effective Period”) ending the later of (i) the expiration of any limitations on sale of the Registrable Securities by the Purchaser(s) under Rule 144 and without the requirement for the Issuer to be in compliance with the current public information required under Rule 144 or, if earlier, the sale of all the Registrable Securities by this Agreementthe Purchaser(s) under Rule 144, or (ii) the date on which all of the Registrable Securities covered thereby are disposed of under the Registration Statement in accordance with any method or methods of disposition stated therein; and to cause the Registration Statement and the related Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed in accordance with the Securities 1933 Act and any rules and regulations promulgated thereunder; and otherwise to comply with the provisions of the Securities 1933 Act as may be necessary to facilitate the disposition of all Registrable Securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of disposition by the selling Holders Purchaser(s) thereof set forth in such Registration Statement or such Prospectus or Prospectus supplement; (c3) to notify the Purchaser(s) if it is selling Holders Registrable Securities and the managing underwriter(s), if any, promptly if at any time (iA) any Prospectus, Registration Statement or amendment or supplement thereto is filed, (iiB) any Registration Statement, or any post-effective amendment thereto, becomes effective, (iiiC) the SEC or any other federal or state governmental authority requests any amendment or supplement to, or any additional information in respect of, any Registration Statement or Prospectus, (ivD) the SEC or any other federal or state governmental authority issues any stop order suspending the effectiveness of a Registration Statement or initiates any proceedings for that purpose, (vE) Newmark the Issuer receives any notice that the qualification of any Registrable Securities for sale in any jurisdiction has been suspended or that any proceeding has been initiated for the purpose of suspending such qualification, or (viF) upon the discovery discovery, or upon the occurrence of any event event, which requires that any changes be made in such Registration Statement or any related Prospectus so that such Registration Statement or Prospectus will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances under which they were made (made; provided, however, that, that in the case of this subclause (viF), such notice need only state that an event of such nature has occurred, without describing such event), (vii) of the determination by counsel of Newmark that a post-effective amendment to a Registration Statement is advisable; or (viii) if, at any time, the representations and warranties of Newmark in any applicable underwriting agreement cease to be true and correct in all material respects. Newmark hereby agrees to promptly reimburse any selling Holders for any reasonable out-of-pocket losses and expenses incurred in connection with any uncompleted sale of any Registrable Securities in the event that Newmark fails to timely notify such Holder that the Registration Statement then on file with the SEC is no longer effective; (d4) to make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement, or the qualification of any Registrable Securities for sale in any jurisdiction, at the earliest reasonably practicable timemoment; (e5) if requested by the managing underwriter(s) or any Holder of Registrable Securities being sold in connection with an underwritten offering, to incorporate into a Prospectus supplement or a post-effective amendment to the Registration Statement any information which the managing underwriter(s), Issuer and such Holder and Newmark Purchaser(s) reasonably agree is required to be included therein relating to such sale of Registrable Securities; and to file such supplement or post-effective amendment as soon as practicable in accordance with the Securities Act and the rules and regulations promulgated thereunder1933 Act; (f6) to furnish to each selling Holder Purchaser(s) and each managing underwriter, if any, one signed copy of the Registration Statement or Registration Statements, any Newmark Free Writing Prospectus and any post-effective amendment thereto, including all financial statements and schedules thereto, all documents incorporated therein by reference and all exhibits thereto (including exhibits incorporated by reference) as promptly as practicable after filing such documents with the SEC; (g7) if Registrable Securities being sold in connection with an underwritten offering, to deliver to each selling Holder Purchaser(s) and each underwriter, if any, as many copies of the Prospectus or Prospectuses (including each preliminary Prospectus) and any amendment, supplement or exhibit thereto as such Persons may reasonably request; and to consent to the use of such Prospectus or any amendment, supplement or exhibit thereto by each such selling Holder Purchaser(s) and underwriter, if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus, amendment, supplement or exhibit, exhibit in each case in accordance with the intended method or methods of disposition thereof; (h) 8) prior to any public offering of Registrable Securities, to register or qualify, or to cooperate with the selling HoldersPurchaser(s), the underwriter(s), if any, and their respective counsel in connection with the registration or qualification of, such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as may be requested by the Holders of a majority of the Registrable Securities included in such Registration Statement; to keep each such registration or qualification effective during the period that the applicable Registration Statement is required to be maintained effective under this AgreementEffective Period; and to do any and all other acts or things necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by such Registration Statement; provided, however, that Newmark the Issuer will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action that which would subject it to general service of process in any jurisdiction where it is not then so subject; (i9) furnish to counsel selected by the Holders, prior to the filing of a Registration Statement or Prospectus or any supplement or post-effective amendment or any Newmark Free Writing Prospectus thereto with the SEC, copies of such documents and with a reasonable and appropriate opportunity to review and comment on such documents, subject to such documents being under Newmark’s control; (j) cooperate with the selling Holders Purchaser(s) and the underwriter(s), if any, in the preparation and delivery of certificates representing the Registrable Securities to be sold, such certificates to be in such denominations and registered in such names as such selling Holders Purchaser(s) or managing underwriter(s) may request at least five (5) Business Days prior to any sale of Registrable Securities represented by such certificates; (k10) subject to Section 4.3paragraph (c)(iii) hereof, upon the occurrence of any event described in clause (viF) of Section 4.1(c)subparagraph (c)(i)(3) above, promptly to prepare and file a supplement or post-effective amendment to the applicable Registration Statement or Prospectus or any document incorporated therein by reference, and any other required documents, so that such Registration Statement and Prospectus will not thereafter contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading, in light of the circumstances under which they were made, and to cause such supplement or post-effective amendment to become effective as soon as practicable; (l11) to take all other actions in connection therewith as are reasonably necessary or desirable in order to expedite or facilitate the disposition of the Registrable Securities included in such Registration Statement and, in the case of an underwritten offering: (i) to enter into an underwriting agreement in customary form with the managing underwriter(s) (such agreement to contain standard and customary indemnities, representations, warranties and other agreements of or from Newmarkthe Issuer, as the case may be); (ii) to obtain opinions of counsel to Newmark the Issuer (which, which (if reasonably acceptable to the underwriter(s), ) may be Newmarkthe Issuer’s inside counsel) addressed to the underwriter(s), such opinions to be in customary form; and (iii) to obtain “comfort” letters from Newmarkthe Issuer’s independent certified public accountants addressed to the underwriter(s), such letters to be in customary form; (m12) with respect to each Newmark Free Writing Prospectus or other materials to be included in the Disclosure Package, ensure that no Registrable Securities be sold “by means of” (as defined in Rule 159A(b) promulgated under the Securities Act) such Newmark Free Writing Prospectus or other materials without the Holders whose Registrable Securities are being registered having first been provided with a reasonable opportunity to review and comment on such documents; (n) within the deadlines specified by the Securities Act, make all required filings of all Prospectuses and Newmark Free Writing Prospectuses with the SEC; (o) make available for inspection by any selling Holder of Registrable Securities, any underwriter(s) participating in any disposition pursuant to such Registration Statement, and any attorney, accountant or other agent retained by any such selling Holder or underwriter(s) all reasonably requested financial and other records, pertinent corporate documents and properties of Newmark; and cause Newmark’s officers, directors, employees, attorneys and independent accountants to supply all information reasonably requested by any such selling Holders, underwriter(s), attorneys, accountants or agents in connection with such Registration Statement (each selling Holder of Registrable Securities agrees, on its own behalf and on behalf of all its underwriter(s), accountants, attorneys and agents, that the information obtained by it as a result of such inspections shall be kept confidential by it and, except as required by law, not disclosed by it, in each case, unless and until such information is made generally available to the public other than by such selling Holder; and each selling Holder of Registrable Securities further agrees, on its own behalf and on behalf of all its underwriter(s), accountants, attorneys and agents, that it will, upon learning that disclosure of such information is sought in a court of competent jurisdiction, promptly give notice to Newmark and allow Newmark at its expense, to undertake appropriate action to prevent disclosure of the information deemed confidential); (p) consider in good faith any reasonable request of the selling Holders Purchaser(s) and underwriters for the participation of management of Newmark the Issuer in “road shows” and similar sales events;; and (q13) reasonably cooperate with the selling Holders Purchaser(s) and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel, in connection with any filings required to be made by the Financial Industry Regulatory Authority. (14) in connection with the National Association filing of Securities Dealers; (r) cause all Registrable Securities covered by the applicable a Registration Statement hereunder or any amendment or supplement to a Registration Statement or Prospectus hereunder, the Issuer shall, not less than three (3) business days prior to such filing, furnish to the Purchaser(s) copies of such Registration Statement, Prospectus or amendment or supplement thereto, as proposed to be listed on each securities exchange on filed, which any Newmark Common Stock is then listed or quoted; and (s) take all other customary steps reasonably necessary documents will be subject to effect the registration review of the Registrable Securities contemplated herebyPurchaser(s) (it being acknowledged and agreed that if the Purchaser(s) do not object to or comment on the aforementioned documents within such three (3) business day period, then the Purchaser(s) shall be deemed to have consented to and approved the use of such documents). The Issuer shall not file any Registration Statement or amendment or supplement thereto in a form to which the Purchaser(s) reasonably object in good faith, provided that, the Issuer is notified of such objection in writing within the three (3) business day period described above.

Use Reasonable Best Efforts. In connection with Newmark’s the Issuer's registration obligations pursuant to Article II and Article IIIthis Section, Newmark the Issuer shall use its reasonable best efforts to effect such registrations to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof and pursuant thereto Newmark shall as expeditiously as reasonably practicableand: (a1) to prepare and file with the SEC a Registration Statement or Registration Statements relating to the registration on any appropriate form under the Securities 1933 Act, and to cause such Registration Statement to become effective as soon as reasonably practicable and to remain continuously effective for the time period required by this Agreement to the extent permitted under the Securities 1933 Act; (b2) to prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement effective for the time period (the "Effective Period") ending the later of (i) the expiration of any limitations on sale of the Registrable Securities by the Purchaser(s) under Rule 144 and without the requirement for the Issuer to be in compliance with the current public information required under Rule 144 or, if earlier, the sale of all the Registrable Securities by this Agreementthe Purchaser(s) under Rule 144, or (ii) the date on which all of the Registrable Securities covered thereby are disposed of under the Registration Statement in accordance with any method or methods of disposition stated therein; and to cause the Registration Statement and the related Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed in accordance with the Securities 1933 Act and any rules and regulations promulgated thereunder; and otherwise to comply with the provisions of the Securities 1933 Act as may be necessary to facilitate the disposition of all Registrable Securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of disposition by the selling Holders Purchaser(s) thereof set forth in such Registration Statement or such Prospectus or Prospectus supplement; (c3) to notify the Purchaser(s) if it is selling Holders Registrable Securities and the managing underwriter(s), if any, promptly if at any time (iA) any Prospectus, Registration Statement or amendment or supplement thereto is filed, (iiB) any Registration Statement, or any post-effective amendment thereto, becomes effective, (iiiC) the SEC or any other federal or state governmental authority requests any amendment or supplement to, or any additional information in respect of, any Registration Statement or Prospectus, (ivD) the SEC or any other federal or state governmental authority issues any stop order suspending the effectiveness of a Registration Statement or initiates any proceedings for that purpose, (vE) Newmark the Issuer receives any notice that the qualification of any Registrable Securities for sale in any jurisdiction has been suspended or that any proceeding has been initiated for the purpose of suspending such qualification, or (viF) upon the discovery discovery, or upon the occurrence of any event event, which requires that any changes be made in such Registration Statement or any related Prospectus so that such Registration Statement or Prospectus will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances under which they were made (made; provided, however, that, that in the case of this subclause (viF), such notice need only state that an event of such nature has occurred, without describing such event), (vii) of the determination by counsel of Newmark that a post-effective amendment to a Registration Statement is advisable; or (viii) if, at any time, the representations and warranties of Newmark in any applicable underwriting agreement cease to be true and correct in all material respects. Newmark hereby agrees to promptly reimburse any selling Holders for any reasonable out-of-pocket losses and expenses incurred in connection with any uncompleted sale of any Registrable Securities in the event that Newmark fails to timely notify such Holder that the Registration Statement then on file with the SEC is no longer effective; (d4) to make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement, or the qualification of any Registrable Securities for sale in any jurisdiction, at the earliest reasonably practicable timemoment; (e5) if requested by the managing underwriter(s) or any Holder of Registrable Securities being sold in connection with an underwritten offering, to incorporate into a Prospectus supplement or a post-effective amendment to the Registration Statement any information which the managing underwriter(s), Issuer and such Holder and Newmark Purchaser(s) reasonably agree is required to be included therein relating to such sale of Registrable Securities; and to file such supplement or post-effective amendment as soon as practicable in accordance with the Securities Act and the rules and regulations promulgated thereunder1933 Act; (f6) to furnish to each selling Holder Purchaser(s) and each managing underwriter, if any, one signed copy of the Registration Statement or Registration Statements, any Newmark Free Writing Prospectus and any post-effective amendment thereto, including all financial statements and schedules thereto, all documents incorporated therein by reference and all exhibits thereto (including exhibits incorporated by reference) as promptly as practicable after filing such documents with the SEC; (g7) if Registrable Securities being sold in connection with an underwritten offering, to deliver to each selling Holder Purchaser(s) and each underwriter, if any, as many copies of the Prospectus or Prospectuses (including each preliminary Prospectus) and any amendment, supplement or exhibit thereto as such Persons may reasonably request; and to consent to the use of such Prospectus or any amendment, supplement or exhibit thereto by each such selling Holder Purchaser(s) and underwriter, if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus, amendment, supplement or exhibit, exhibit in each case in accordance with the intended method or methods of disposition thereof; (h) 8) prior to any public offering of Registrable Securities, to register or qualify, or to cooperate with the selling HoldersPurchaser(s), the underwriter(s), if any, and their respective counsel in connection with the registration or qualification of, such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as may be requested by the Holders of a majority of the Registrable Securities included in such Registration Statement; to keep each such registration or qualification effective during the period that the applicable Registration Statement is required to be maintained effective under this AgreementEffective Period; and to do any and all other acts or things necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by such Registration Statement; provided, however, that Newmark the Issuer will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action that which would subject it to general service of process in any jurisdiction where it is not then so subject; (i9) furnish to counsel selected by the Holders, prior to the filing of a Registration Statement or Prospectus or any supplement or post-effective amendment or any Newmark Free Writing Prospectus thereto with the SEC, copies of such documents and with a reasonable and appropriate opportunity to review and comment on such documents, subject to such documents being under Newmark’s control; (j) cooperate with the selling Holders Purchaser(s) and the underwriter(s), if any, in the preparation and delivery of certificates representing the Registrable Securities to be sold, such certificates to be in such denominations and registered in such names as such selling Holders Purchaser(s) or managing underwriter(s) may request at least five (5) Business Days prior to any sale of Registrable Securities represented by such certificates; (k10) subject to Section 4.3paragraph (c)(iii) hereof, upon the occurrence of any event described in clause (viF) of Section 4.1(c)subparagraph (c)(i)(3) above, promptly to prepare and file a supplement or post-effective amendment to the applicable Registration Statement or Prospectus or any document incorporated therein by reference, and any other required documents, so that such Registration Statement and Prospectus will not thereafter contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading, in light of the circumstances under which they were made, and to cause such supplement or post-effective amendment to become effective as soon as practicable; (l11) to take all other actions in connection therewith as are reasonably necessary or desirable in order to expedite or facilitate the disposition of the Registrable Securities included in such Registration Statement and, in the case of an underwritten offering: (i) to enter into an underwriting agreement in customary form with the managing underwriter(s) (such agreement to contain standard and customary indemnities, representations, warranties and other agreements of or from Newmarkthe Issuer, as the case may be); (ii) to obtain opinions of counsel to Newmark the Issuer (which, which (if reasonably acceptable to the underwriter(s), ) may be Newmark’s the Issuer's inside counsel) addressed to the underwriter(s), such opinions to be in customary form; and (iii) to obtain “"comfort” " letters from Newmark’s the Issuer's independent certified public accountants addressed to the underwriter(s), such letters to be in customary form; (m12) with respect to each Newmark Free Writing Prospectus or other materials to be included in the Disclosure Package, ensure that no Registrable Securities be sold “by means of” (as defined in Rule 159A(b) promulgated under the Securities Act) such Newmark Free Writing Prospectus or other materials without the Holders whose Registrable Securities are being registered having first been provided with a reasonable opportunity to review and comment on such documents; (n) within the deadlines specified by the Securities Act, make all required filings of all Prospectuses and Newmark Free Writing Prospectuses with the SEC; (o) make available for inspection by any selling Holder of Registrable Securities, any underwriter(s) participating in any disposition pursuant to such Registration Statement, and any attorney, accountant or other agent retained by any such selling Holder or underwriter(s) all reasonably requested financial and other records, pertinent corporate documents and properties of Newmark; and cause Newmark’s officers, directors, employees, attorneys and independent accountants to supply all information reasonably requested by any such selling Holders, underwriter(s), attorneys, accountants or agents in connection with such Registration Statement (each selling Holder of Registrable Securities agrees, on its own behalf and on behalf of all its underwriter(s), accountants, attorneys and agents, that the information obtained by it as a result of such inspections shall be kept confidential by it and, except as required by law, not disclosed by it, in each case, unless and until such information is made generally available to the public other than by such selling Holder; and each selling Holder of Registrable Securities further agrees, on its own behalf and on behalf of all its underwriter(s), accountants, attorneys and agents, that it will, upon learning that disclosure of such information is sought in a court of competent jurisdiction, promptly give notice to Newmark and allow Newmark at its expense, to undertake appropriate action to prevent disclosure of the information deemed confidential); (p) consider in good faith any reasonable request of the selling Holders Purchaser(s) and underwriters for the participation of management of Newmark the Issuer in “"road shows” " and similar sales events;; and (q13) reasonably cooperate with the selling Holders Purchaser(s) and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel, in connection with any filings required to be made by the Financial Industry Regulatory Authority. (14) in connection with the National Association filing of Securities Dealers; (r) cause all Registrable Securities covered by the applicable a Registration Statement hereunder or any amendment or supplement to a Registration Statement or Prospectus hereunder, the Issuer shall, not less than three (3) business days prior to such filing, furnish to the Purchaser(s) copies of such Registration Statement, Prospectus or amendment or supplement thereto, as proposed to be listed on each securities exchange on filed, which any Newmark Common Stock is then listed or quoted; and (s) take all other customary steps reasonably necessary documents will be subject to effect the registration review of the Registrable Securities contemplated herebyPurchaser(s) (it being acknowledged and agreed that if the Purchaser(s) do not object to or comment on the aforementioned documents within such three (3) business day period, then the Purchaser(s) shall be deemed to have consented to and approved the use of such documents). The Issuer shall not file any Registration Statement or amendment or supplement thereto in a form to which the Purchaser(s) reasonably object in good faith, provided that, the Issuer is notified of such objection in writing within the three (3) business day period described above.

Use Reasonable Best Efforts. In connection with Newmarkthe Issuer’s registration obligations pursuant to Article II and Article IIIthis Section, Newmark the Issuer shall use its reasonable best efforts to effect such registrations to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof and pursuant thereto Newmark shall as expeditiously as reasonably practicableand: (a1) to prepare and file with the SEC a Registration Statement or Registration Statements relating to the registration on any appropriate form under the Securities 1933 Act, and to cause such Registration Statement to become effective as soon as reasonably practicable and to remain continuously effective for the time period required by this Agreement to the extent permitted under the Securities 1933 Act; (b2) to prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement effective for the time period (the “Effective Period”) commencing on the date the SEC declares such Registration Statement effective and ending the later of (i) the expiration of any limitations on sale of the Registrable Securities by the Purchaser under Rule 144 under the 1933 Act (“Rule 144”) and without the requirement for the Issuer to be in compliance with the current public information required under Rule 144 or, if earlier, the sale of all the Registrable Securities by this Agreementthe Purchaser under Rule 144, or (ii) the date on which all of the Registrable Securities covered thereby are disposed of under the Registration Statement in accordance with any method or methods of disposition stated therein; and to cause the Registration Statement and the related Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed in accordance with the Securities 1933 Act and any rules and regulations promulgated thereunder; and otherwise to comply with the provisions of the Securities 1933 Act as may be necessary to facilitate the disposition of all Registrable Securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of disposition by the selling Holders Purchaser thereof set forth in such Registration Statement or such Prospectus or Prospectus supplement; (c3) to notify the Purchaser if it is selling Holders Registrable Securities and the managing underwriter(s), if any, promptly if at any time (iA) any Prospectus, Registration Statement or amendment or supplement thereto is filed, (iiB) any Registration Statement, or any post-effective amendment thereto, becomes effective, (iiiC) the SEC or any other federal or state governmental authority requests any amendment or supplement to, or any additional information in respect of, any Registration Statement or Prospectus, (ivD) the SEC or any other federal or state governmental authority issues any stop order suspending the effectiveness of a Registration Statement or initiates any proceedings for that purpose, (vE) Newmark the Issuer receives any notice that the qualification of any Registrable Securities for sale in any jurisdiction has been suspended or that any proceeding has been initiated for the purpose of suspending such qualification, or (viF) upon the discovery discovery, or upon the occurrence of any event event, which requires that any changes be made in such Registration Statement or any related Prospectus so that such Registration Statement or Prospectus will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, in light of the circumstances under which they were made (made; provided, however, that, that in the case of this subclause (viF), such notice need only state that an event of such nature has occurred, without describing such event), (vii) of the determination by counsel of Newmark that a post-effective amendment to a Registration Statement is advisable; or (viii) if, at any time, the representations and warranties of Newmark in any applicable underwriting agreement cease to be true and correct in all material respects. Newmark hereby agrees to promptly reimburse any selling Holders for any reasonable out-of-pocket losses and expenses incurred in connection with any uncompleted sale of any Registrable Securities in the event that Newmark fails to timely notify such Holder that the Registration Statement then on file with the SEC is no longer effective; (d4) to make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement, or the qualification of any Registrable Securities for sale in any jurisdiction, at the earliest reasonably practicable timemoment; (e5) if requested by the managing underwriter(s) or any Holder of Registrable Securities being sold in connection with an underwritten offering, to incorporate into a Prospectus supplement or a post-effective amendment to the Registration Statement any information which the managing underwriter(s), Issuer and such Holder and Newmark Purchaser reasonably agree is required to be included therein relating to such sale of Registrable Securities; and to file such supplement or post-effective amendment as soon as practicable in accordance with the Securities Act and the rules and regulations promulgated thereunder1933 Act; (f6) to furnish to each selling Holder Purchaser and each managing underwriter, if any, one signed copy of the Registration Statement or Registration Statements, any Newmark Free Writing Prospectus and any post-effective amendment thereto, including all financial statements and schedules thereto, all documents incorporated therein by reference and all exhibits thereto (including exhibits incorporated by reference) as promptly as practicable after filing such documents with the SEC; (g7) if Registrable Securities being sold in connection with an underwritten offering, to deliver to each selling Holder Purchaser and each underwriter, if any, as many copies of the Prospectus or Prospectuses (including each preliminary Prospectus) and any amendment, supplement or exhibit thereto as such Persons may reasonably request; and to consent to the use of such Prospectus or any amendment, supplement or exhibit thereto by each such selling Holder Purchaser and underwriter, if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus, amendment, supplement or exhibit, exhibit in each case in accordance with the intended method or methods of disposition thereof; (h) 8) prior to any public offering of Registrable Securities, to register or qualify, or to cooperate with the selling HoldersPurchaser, the underwriter(s), if any, and their respective counsel in connection with the registration or qualification of, such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as may be requested by the Holders of a majority of the Registrable Securities included in such Registration Statement; to keep each such registration or qualification effective during the period that the applicable Registration Statement is required to be maintained effective under this AgreementEffective Period; and to do any and all other acts or things necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by such Registration Statement; provided, however, that Newmark the Issuer will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action that which would subject it to general service of process in any jurisdiction where it is not then so subject; (i9) furnish to counsel selected by the Holders, prior to the filing of a Registration Statement or Prospectus or any supplement or post-effective amendment or any Newmark Free Writing Prospectus thereto with the SEC, copies of such documents and with a reasonable and appropriate opportunity to review and comment on such documents, subject to such documents being under Newmark’s control; (j) cooperate with the selling Holders Purchaser and the underwriter(s), if any, in the preparation and delivery of certificates representing the Registrable Securities to be sold, such certificates to be in such denominations and registered in such names as such selling Holders Purchaser or managing underwriter(s) may request at least five (5) Business Days prior to any sale of Registrable Securities represented by such certificates; (k10) subject to Section 4.3paragraph (c)(iii) hereof, upon the occurrence of any event described in clause (viF) of Section 4.1(c)subparagraph (c)(i)(3) above, promptly to prepare and file a supplement or post-effective amendment to the applicable Registration Statement or Prospectus or any document incorporated therein by reference, and any other required documents, so that such Registration Statement and Prospectus will not thereafter contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading, in light of the circumstances under which they were made, and to cause such supplement or post-effective amendment to become effective as soon as practicable; (l11) to take all other actions in connection therewith as are reasonably necessary or desirable in order to expedite or facilitate the disposition of the Registrable Securities included in such Registration Statement and, in the case of an underwritten offering: (i) to enter into an underwriting agreement in customary form with the managing underwriter(s) (such agreement to contain standard and customary indemnities, representations, warranties and other agreements of or from Newmarkthe Issuer, as the case may be); (ii) to obtain opinions of counsel to Newmark the Issuer (which, which (if reasonably acceptable to the underwriter(s), ) may be Newmarkthe Issuer’s inside counsel) addressed to the underwriter(s), such opinions to be in customary form; and (iii) to obtain “comfort” letters from Newmarkthe Issuer’s independent certified public accountants addressed to the underwriter(s), such letters to be in customary form; (m12) with respect to each Newmark Free Writing Prospectus or other materials to be included in the Disclosure Package, ensure that no Registrable Securities be sold “by means of” (as defined in Rule 159A(b) promulgated under the Securities Act) such Newmark Free Writing Prospectus or other materials without the Holders whose Registrable Securities are being registered having first been provided with a reasonable opportunity to review and comment on such documents; (n) within the deadlines specified by the Securities Act, make all required filings of all Prospectuses and Newmark Free Writing Prospectuses with the SEC; (o) make available for inspection by any selling Holder of Registrable Securities, any underwriter(s) participating in any disposition pursuant to such Registration Statement, and any attorney, accountant or other agent retained by any such selling Holder or underwriter(s) all reasonably requested financial and other records, pertinent corporate documents and properties of Newmark; and cause Newmark’s officers, directors, employees, attorneys and independent accountants to supply all information reasonably requested by any such selling Holders, underwriter(s), attorneys, accountants or agents in connection with such Registration Statement (each selling Holder of Registrable Securities agrees, on its own behalf and on behalf of all its underwriter(s), accountants, attorneys and agents, that the information obtained by it as a result of such inspections shall be kept confidential by it and, except as required by law, not disclosed by it, in each case, unless and until such information is made generally available to the public other than by such selling Holder; and each selling Holder of Registrable Securities further agrees, on its own behalf and on behalf of all its underwriter(s), accountants, attorneys and agents, that it will, upon learning that disclosure of such information is sought in a court of competent jurisdiction, promptly give notice to Newmark and allow Newmark at its expense, to undertake appropriate action to prevent disclosure of the information deemed confidential); (p) consider in good faith any reasonable request of the selling Holders Purchaser and underwriters for the participation of management of Newmark the Issuer in “road shows” and similar sales events; (q13) reasonably cooperate with the selling Holders Purchaser and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel, in connection with any filings required to be made with the National Association of Securities Dealers; (r) cause all Registrable Securities covered by the applicable Registration Statement to be listed on each securities exchange on which any Newmark Common Stock is then listed or quotedFinancial Industry Regulatory Authority; and (s14) take all other customary steps in connection with the filing of a Registration Statement hereunder or any amendment or supplement to a Registration Statement or Prospectus hereunder, the Issuer shall, not less than three (3) business days prior to such filing, furnish to Purchaser copies of such Registration Statement, Prospectus or amendment or supplement thereto, as proposed to be filed, which documents will be subject to the review of Purchaser (it being acknowledged and agreed that if Purchaser does not object to or comment on the aforementioned documents within such three (3) business day period, then Purchaser shall be deemed to have consented to and approved the use of such documents). The Issuer shall not file any Registration Statement or amendment or supplement thereto in a form to which Purchaser reasonably necessary to effect objects in good faith, provided that, the registration Issuer is notified of such objection in writing within the Registrable Securities contemplated herebythree (3) business day period described above.