| (3) |
| Other Stock-Based Awards represent rights to acquire shares of the Class A Common Stock for no additional consideration pursuant to the Plan, upon the exchange of exchangeable REUs,
PSUs, LPUs or certain other limited partnership units issued by Newmark Holdings, L.P. (“Newmark Holdings”) pursuant to the Newmark Holdings Participation Plan, and upon the exchange of
compensatory exchangeable Founding Partner Units issued by Newmark Holdings. Each Other Stock-Based Award shall represent a right to acquire one share of the Class A Common Stock,
subject to adjustment as described in the Amended and Restated Agreement of Limited Partnership of Newmark Holdings, as amended, and for stock splits, stock dividends, or similar
transactions in accordance with the anti-dilution provisions of the Plan. The aggregate number of Restricted Stock Units (as described in footnote (2)) and Other Stock-Based Awards sold
pursuant to the Plan shall not exceed the number of shares of the Class A Common Stock being registered herein, as adjusted pursuant to Rule 416(a) under the Securities Act. The Other
Stock-Based Awards registered herein are included in the offering price and fee calculations for the shares of the Class A Common Stock being registered herein. Any value attributable to the
Other Stock-Based Awards is reflected in the market price of the Class A Common Stock, and any Other Stock-Based Awards sold will be sold for consideration not to exceed the value of the
underlying shares of the Class A Common Stock represented by the Other Stock-Based Awards on the date of sale. Accordingly, there is no additional offering price or registration fee with
respect to the Other Stock-Based Awards being registered herein. |