NEWMARK GROUP, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-Q)

The following discussion of Newmark's financial condition and results of
operations should be read together with Newmark's accompanying unaudited
condensed consolidated financial statements and related notes, as well as the
caution "Special Note Regarding Forward-Looking Information" relating to
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended (the "Securities Act"), and Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), included in
Newmark's Annual report on Form 10-K and in this report. When used herein, the
terms "Newmark," the "Company," "we," "us," and "our" refer to Newmark Group,
Inc. and its consolidated subsidiaries.

This discussion summarizes the significant factors affecting our results of
operations and financial condition during the three and six months ended June
30, 2022 and 2021. We operate in one reportable segment, real estate services.
This discussion is provided to increase the understanding of, and should be read
in conjunction with, our accompanying unaudited condensed consolidated financial
statements and the notes thereto included elsewhere in this report.

Overview

Newmark is a leading full-service commercial real estate services business. We
offer a diverse array of integrated services and products designed to meet the
full needs of both real estate investors/owners and occupiers. Our
investor/owner services and products include capital markets, which consists of
investment sales, debt and structured finance and loan sales, agency leasing,
property management, valuation and advisory, commercial real estate due
diligence consulting and advisory services and government sponsored enterprise
("GSE") and Federal Housing Administration ("FHA") lending and loan servicing,
mortgage broking and equity-raising. Our occupier services and products include
tenant representation, real estate management technology systems, workplace and
occupancy strategy, global corporate consulting services, project management,
lease administration and facilities management. Newmark's global flexible
workspace platform, which operates under the names Knotel and Deskeo, is a
product that is offered to owners and investors. We enhance these services and
products through innovative real estate technology solutions and data analytics
that enable our clients to increase their efficiency and profits by optimizing
their real estate portfolio. We have relationships with many of the world's
largest commercial property owners, real estate developers and investors, as
well as Fortune 500 and Forbes Global 2000 companies.

We generate revenues from commissions on leasing and capital markets transactions, consulting and technology user fees, property and facility management fees, and mortgage origination and loan servicing fees.

Our growth has historically been focused in North America. During 2021, we ended
our affiliation with Knight Frank and have accelerated our global growth plans
by acquiring Space Management (DBA "Deskeo") and Knotel Inc. ("Knotel"), both of
which are European leaders in flexible and serviced workspace, and announced the
addition of industry-leading international professionals in Global Corporate
Services, Capital Markets, and Valuation and Advisory. During 2022, we acquired
BH2, a London-based real estate advisory firm. As of June 30, 2022, we had over
6,200 employees in over 100 offices in more than 120 cities. Approximately 1,200
of those employees are fully reimbursed by clients, mainly in our property
management and global corporate services businesses. In addition, Newmark has
licensed its name to 10 commercial real estate providers that operate out of 19
offices in certain locations where Newmark does not have its own offices.

The discussion of our financial results reflects only the business owned by us
and does not include the results for independently owned offices that use some
variation of the Newmark name in their branding or marketing.

We are a leading capital markets business in the United States. We have access
to many of the world's largest owners of commercial real estate, and this will
drive growth throughout the life cycle of each real estate asset by allowing us
to provide best-in-class agency leasing and property management during the
ownership period. We also provide investment sales and arrange debt and equity
financing to assist owners in maximizing the return on investment in each of
their real estate assets. Specifically, with respect to multifamily assets, we
are a leading GSE lender by loan origination volume and servicer with a
servicing portfolio of approximately $71.3 billion as of June 30, 2022 (of which
77.6% is higher margin primary servicing, 19.8% is limited servicing, and 2.5%
is special servicing). This servicing portfolio provides a steady stream of
income over the life of the serviced loans.

We continue to invest in the business by adding high profile and talented producers and other revenue-generating professionals. Historically, newly hired commercial real estate producers tend to achieve dramatically higher productivity in

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their second and third years with our company, although we incur related
expenses immediately. As newly hired producers increase their production, our
commission revenue and earnings growth accelerate, thus reflecting our operating
leverage.

Our pre-tax margins are impacted by the mix of revenues generated. For example,
servicing revenues tend to have higher pre-tax margins than Newmark as a whole,
and margins from originating GSE/FHA "Commercial mortgage origination, net" tend
to be lower as we retain rights to service loans over time. Investment sales and
mortgage brokerage transactions tend to have higher pre-tax margins than leasing
advisory transactions. Pre-tax earnings margins on our property and facilities
management, along with certain of our other Global Corporate Services ("GCS")
products, are at the lower end of margins for our business as a whole.

Business Environment
During the second quarter of 2022, the U.S. economy rebound continued, as
compared with the Covid-19 downturn in 2020. According to the U.S. Centers for
Disease Control and Prevention (the "CDC") as of July 22, 2022, approximately
48.2% of the American population have been fully vaccinated and received a
booster, 67.2% of the American population has been fully vaccinated against
COVID-19, and 78.7% has received at least one dose, although there is persistent
vaccine reluctance in the currently unvaccinated population. Mask mandates are
also being revised in many areas. Many companies are requiring employees to come
back to the office as business and the government continues to reopen both in
the US and around the world. However, some of the recent strength in the U.S.
office market could be tempered as companies continue to assess the impact of
remote work, periodic increases in COVID-19 cases, legal, cultural, and
political events and conflicts, and a slowing US economy.

Although there continues to be some uncertainty around COVID-19, the measures
taken by the federal and state governments and the speed and voracity of a
recovery in industry activity appear to be positive. Our capital markets have
shown significant growth, as our investments in the business have coincided with
record investment sales and debt volumes. For example, according to preliminary
estimates from MSCI Real Capital Analytics ("RCA"), investment sales volumes in
the US were $959.3 billion for trailing twelve months ending June 30, 2022. This
is 86.0% and 59.6% higher than in the year-earlier period and 2019,
respectively. COVID-19 has created new opportunities in our management services
businesses, which continued to perform well into 2022 as our clients turned to
Newmark for advice on their real estate portfolios, including new environmental
safety requirements, managing costs associated with implementing these new
standards as well as assessing facility and employee readiness as companies plan
their return to offices in the wake of the pandemic. In addition, consulting fee
revenues from tenant restructuring and portfolio optimization are expected to
continue in the near-term. We also expect structural reviews of office design
and utilization by occupiers to create significant opportunities for our
flexible workspace business and for leasing transactions involving external
flexible workspace platforms.

Impact of COVID-19 on Employees
Newmark has taken steps to help its employees during this global pandemic and
subsequent recovery. These policies and practices protect the health, safety and
welfare of the Company's workforce while enabling employees to maintain a high
level of performance. Certain of these items are summarized below.
•We are focused on maximizing productivity regardless of where our employees
work. In all cases, the Company has enacted appropriate health and safety
measures including encouraging vaccinations;

•The Company has developed standardized procedures for reopening its offices safely in accordance with state and local regulatory requirements;

•The Company's medical plans have waived applicable member cost sharing for all medically necessary diagnostic testing related to COVID-19;

•The Company also introduced zero co-pay telemedicine for COVID-related visits
for participants in the U.S. medical plans and their dependents. Newmark has
encouraged the use of telemedicine during the pandemic;
•The Company has reminded employees about its Employee Assistance Program and
the ways it can assist them during this challenging time, including implementing
preventative mental health solutions;

•Newmark provides paid leave in accordance with its policies and applicable COVID-19 related laws and regulations.

Acquisitions

On April 1, 2022, Newmark completed the acquisitions of two businesses; BH2, a
London-based real estate advisory firm, and McCall & Almy, a multi-market tenant
representation and real estate advisory firm.

On May 3, 2022, Newmark completed the acquisition of Open Realty Advisors and
Open Realty Properties, which together operate as "Open Realty", a retail real
estate advisory firm.
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On March 24, 2021, Newmark acquired the business of Knotel, a global flexible
workspace provider. Newmark agreed to provide approximately $19.8 million of
debtor-in-possession financing as part of a $70 million credit bid to acquire
the business through Knotel's Chapter 11 sales process, subject to approval of
the U.S. Bankruptcy Court. On March 18, 2021, the United States Bankruptcy Court
approved the transaction under Section 363 of the United States Bankruptcy Code.
See Note 4 - "Acquisitions" to our accompanying unaudited condensed consolidated
financial statements included in Part I, Item 1 of the Quarterly Report on Form
10-Q for additional information.

On September 6, 2021, Newmark acquired Deskeo, France's leader in flexible and
serviced workspace for enterprise clients. Based in Paris, France Deskeo adds
over 50 locations to Newmark's international flexible workspace portfolio. See
Note 4 - "Acquisitions" to our accompanying unaudited condensed consolidated
financial statements included in Part I, Item 1 of the Quarterly Report on Form
10-Q for additional information.

Debt Credit Agreements
On November 6, 2018, Newmark closed its offering of $550.0 million aggregate
principal amount of 6.125% Senior Notes due 2023 ("6.125% Senior Notes"). The
6.125% Senior Notes are general senior unsecured obligations of Newmark. The
6.125% Senior Notes, which were priced on November 1, 2018 at 98.94% to yield
6.375%, were offered and sold by Newmark in a private offering exempt from the
registration requirements under the Securities Act. Newmark received net
proceeds of $537.6 million, net of debt issue costs and debt discount. The
6.125% Senior Notes bear an interest rate of 6.125% per annum, payable on each
May 15 and November 15, beginning on May 15, 2019 and will mature on November
15, 2023. The 6.125% Senior Notes were subsequently exchanged for notes with
substantially similar terms that were registered under the Securities Act. As of
June 30, 2022 and December 31, 2021, the carrying amount of the 6.125% Senior
Notes was $546.5 million and $545.2 million, respectively.

On November 28, 2018, Newmark entered into the Credit Agreement by and among
Newmark, the several financial institutions from time to time party thereto, as
Lenders, and Bank of America N.A., as administrative agent (the "Credit
Agreement").. The Credit Agreement provided for a $250.0 million three year
unsecured senior revolving Credit Facility (the "Credit Facility").

On February 26, 2020, Newmark entered into an amendment to the Credit Agreement
(the "Amended Credit Agreement"), increasing the size of the Credit Facility to
$425.0 million and extending the maturity date to February 26, 2023. The
interest rate on the Credit Facility was reduced to LIBOR plus 1.75% per annum,
subject to a pricing grid linked to Newmark's credit ratings from Standard &
Poor's and Fitch.

On March 16, 2020, Newmark entered into a second amendment to the Credit Agreement (the "Second Amended Credit Agreement"), increasing the size of the Credit Facility to $465.0 million. The interest rate on the amended Credit Facility is LIBOR plus 1.75% per annum, subject to a pricing grid linked to Newmark's credit ratings from Standard & Poor's and Fitch.

On March 10, 2022, Newmark entered into the Amended and Restated Credit
Agreement (the "A&R Credit Agreement"), which amends and restates the Credit
Agreement, as amended. Pursuant to the A&R Credit Agreement, the Lenders agreed
to: (a) increase the amount available to the Company under the Credit Facility
to $600.0 million, (b) extend the maturity date of the Credit Facility to March
10, 2025, and (c) improve pricing to 1.50% per annum with respect to Term SOFR
(as defined in the A&R Credit Agreement) borrowings.

Borrowings under the Credit Facility bear interest at a per annum rate equal to,
at the Company's option, either (a) Term SOFR for interest periods of one or
three months, as selected by the Company, or upon the consent of all Lenders,
such other period that is 12 months or less (in each case, subject to
availability), as selected by the Company, plus an applicable margin, or (b) a
base rate equal to the greatest of (i) the federal funds rate plus 0.50%, (ii)
the prime rate as established by the Administrative Agent, and (iii) Term SOFR
plus 1.00%, in each case plus an applicable margin. The applicable margin will
initially be 1.50% with respect to Term SOFR borrowings in (a) above and 0.50%
with respect to base rate borrowings in (b) above. The applicable margin with
respect to Term SOFR borrowings in (a) above will range from 1.00% to 2.125%
depending upon the Company's credit rating, and with respect to base rate
borrowings in (b) above will range from 0.00% to 1.125% depending upon the
Company's credit rating. The A&R Credit Agreement also provides for certain
upfront and arrangement fees and for an unused facility fee.

On June 16, 2020, the Company's Board of Directors and its Audit Committee
authorized a debt repurchase program for the repurchase by the Company in the
amount of up to $50.0 million of the Company's 6.125% Senior Notes and any
future debt securities issued by the Company hereafter (collectively, "Company
debt securities"). Repurchases of Company debt

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securities, if any, are expected to reduce future cash interest payments, as well as future amounts due at maturity or upon redemption.

Under the authorization, the Company may make repurchases of Company debt
securities for cash from time to time in the open market or in privately
negotiated transactions upon such terms and at such prices as management may
determine. Additionally, the Company is authorized to make any such repurchases
of Company debt securities through Cantor Fitzgerald & Co. (or its affiliates),
in its capacity as agent or principal, or such other broker-dealers as
management shall determine to utilize from time to time upon customary market
terms or commissions.

As of June 30, 2022, the Company had $50.0 million remaining from its debt repurchase authorization.

On June 19, 2020, Newmark established a $125.0 million sublimit line of credit
to fund potential principal and interest servicing advances on its Fannie Mae
portfolio during the forbearance period related to the Coronavirus Aid, Relief,
and Economic Security Act. The sublimit is now included within the Company's
existing $450 million warehouse facility due June 14, 2023. The advance line
will provide 100% of the principal and interest advance payment at a rate of
SOFR plus 1.90% and will be collateralized by Fannie Mae's commitment to repay
advances. There were no outstanding draws under this sublimit as of June 30,
2022. Newmark has one Fannie Mae loan in forbearance, with an outstanding
principal balance of $7.4 million as of June 30, 2022.

On November 30, 2018, Newmark entered into an unsecured credit agreement (the
"Cantor Credit Agreement") with Cantor. The Cantor Credit Agreement provides for
each party to issue loans to the other party in the lender's discretion.
Pursuant to the Cantor Credit Agreement, the parties and their respective
subsidiaries (with respect to CFLP, other than BGC Partners, Inc. ("BGC") and
its subsidiaries) may borrow up to an aggregate principal amount of $250.0
million from each other from time to time at an interest rate which is the
higher of Cantor's or Newmark's short-term borrowing rate then in effect, plus
1.0%. As of June 30, 2022 and December 31, 2021, the Company did not have any
outstanding balances under this facility.

Credit Ratings

  Newmark has a stand-alone BBB+ Stable credit rating from JCRA, BBB- Stable
credit ratings from Fitch Ratings, Inc. and Kroll Bond Rating Agency, and a BB+
Positive credit rating from Standard & Poor's.

Nasdaq Monetization Transactions
On June 28, 2013, BGC sold certain assets of its on-the-run, electronic
benchmark U.S. Treasury platform ("eSpeed") to Nasdaq, Inc ("Nasdaq"). The total
consideration received in the transaction included $750.0 million in cash paid
upon closing and an Earn-out of up to 14,883,705 shares of Nasdaq shares to be
paid ratably over 15 years (subject to acceleration and present value discount
as discussed below), provided that Nasdaq, as a whole, produces at least $25.0
million in consolidated gross revenues each year. The remaining rights under the
Nasdaq Earn-out were transferred to Newmark on September 28, 2017. During the
third and fourth quarters of 2021, Newmark sold 2,780,180 shares of Nasdaq for
gross proceeds of $516.5 million. During the first quarter of 2022, Newmark sold
all of its remaining 2,497,831 Nasdaq shares for gross proceeds of $437.8
million. In the aggregate from September 2017 through March 31, 2022, Newmark
received 10.2 million shares of Nasdaq, of which Newmark sold 7.6 million shares
of Nasdaq and delivered 2.6 million shares of Nasdaq to RBC. For further
information regarding sales of Nasdaq shares and realized and unrealized gains
(losses) on such shares, see Note 7 - "Marketable Securities" to our
accompanying unaudited condensed consolidated financial statements included in
Part I, Item 1 of this Quarterly Report on Form 10-Q.

Exchangeable Preferred Partnership Units and Forward Contracts
On June 18, 2018, Newmark's principal operating subsidiary, Newmark OpCo, issued
$175.0 million of exchangeable preferred partnership units ("EPUs") in a private
transaction to the Royal Bank of Canada ("RBC"). Newmark received $152.9 million
of cash with respect to this transaction.

On September 26, 2018, Newmark entered into a second agreement to issue $150.0 million of additional EPUs to RBC, similar to the June 18, 2018 transaction (together the "Newmark OpCo Preferred Investment"). Newmark received $113.2 million of cash with respect to this transaction.

The EPUs were issued in four tranches and are separately convertible by either
RBC or Newmark into a fixed number of shares of Newmark Class A common stock,
subject to a revenue hurdle in each of the fourth quarters of 2020 through 2022
for each of the respective four tranches. The ability to convert the EPUs into
Newmark Class A common stock is subject to the special purpose vehicle (the
"SPV") SPV's option to settle the postpaid forward contracts as described below.
As the EPUs represent equity ownership of a consolidated subsidiary of Newmark,
they have been included in "Noncontrolling interests" on our accompanying
unaudited condensed consolidated balance sheets and unaudited condensed
consolidated statements of changes in equity. The EPUs were entitled to a
preferred payable-in-kind dividend, which is recorded as accretion to the
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carrying amount of the EPUs through "Retained earnings" on our accompanying unaudited condensed consolidated statements of changes in equity and are reductions to "Net income (loss) available to common stockholders" for the purpose of calculating earnings per share.

Contemporaneously with the issuance of the EPUs, the SPV that is a consolidated
subsidiary of Newmark entered into variable postpaid forward contracts with RBC
(together, the "Nasdaq Forwards"). The SPV was an indirect subsidiary of Newmark
whose sole assets were the Nasdaq Earn-outs for 2019 through 2022. The Nasdaq
Forwards provided the SPV the option to settle using up to 992,247 Nasdaq
shares, to be received by the SPV pursuant to the Nasdaq Earn-out (see Note 7 -
"Marketable Securities" to our accompanying unaudited condensed consolidated
financial statements included in Part I, Item 1 of this Quarterly Report on Form
10-Q ), or Newmark Class A common stock, in exchange for either cash or
redemption of the EPUs, notice of which must be provided to RBC prior to
November 1 of each year from 2019 through 2022 (subject to acceleration due to
Nasdaq's transaction with Tradeweb Markets, Inc ("Tradeweb")).

In September 2020, the SPV notified RBC of its decision to settle the second
Nasdaq Forward using the Nasdaq shares the SPV received in November 2020 in
exchange for the second tranche of the EPUs, which resulted in a payable to RBC
that was settled upon receipt of Nasdaq Earn-out shares. The fair value of the
Nasdaq shares that Newmark received was $121.9 million. On November 30, 2020,
Newmark settled the second Nasdaq Forward with 741,505 Nasdaq shares, with a
fair value of $93.5 million and Newmark retained 250,742 Nasdaq shares.

In September 2019, the SPV notified RBC of its decision to settle the first
Nasdaq Forward using the Nasdaq shares the SPV received in November 2019 in
exchange for the first tranche of the EPUs, which resulted in a payable to RBC
that was settled upon receipt of Nasdaq Earn-out shares. The fair value of the
Nasdaq shares that Newmark received was $98.6 million. On December 2, 2019,
Newmark settled the first Nasdaq Forward with 898,685 Nasdaq shares, with a fair
value of $93.5 million and Newmark retained 93,562 Nasdaq shares.

Acceleration of Nasdaq Earn-out
On February 2, 2021, Nasdaq announced that it entered into a definitive
agreement to sell its U.S. fixed income business to Tradeweb. On June 25, 2021,
Nasdaq announced the close of the sale of its U.S. fixed income business, which
accelerated Newmark's receipt of Nasdaq shares. Newmark received 6,222,340
Nasdaq shares, with a fair value of $1,093.9 million based on the closing price
on June 30, 2021, included in "Other (loss) income, net" for the three months
ended June 30, 2021.

On June 25, 2021, the SPV notified RBC of its decision to settle the third and
fourth Nasdaq Forwards using the Nasdaq shares the SPV received on June 25,
2021. On July 2, 2021, Newmark settled the third and the fourth Nasdaq Forwards
with 944,329 Nasdaq shares, with a fair value of $166.0 million based on the
closing price of June 30, 2021.

Master Repurchase Agreement with Cantor
On August 2, 2021, our subsidiary, Newmark OpCo, entered into a Master
Repurchase Agreement (the "Repurchase Agreement") with CF Secured, LLC ("CF
Secured"), an affiliate of Newmark's majority stockholder, Cantor, pursuant to
which Newmark could seek, from time-to-time, to execute short-term secured
financing transactions. Repurchase agreements effect equity financing. The
Company, under the Repurchase Agreement, could seek to sell securities, in this
case common shares of Nasdaq, owned by the Company, to CF Secured, under the
Repurchase Agreement, and agreed to repurchase those securities on a date
certain at a repurchase price generally equal to the original purchase price
plus interest.

Pursuant to the Repurchase Agreement, the Company and CF Secured agreed to enter
into a repurchase transaction, wherein CF Secured would deliver the cash of such
repurchase transaction to the Company on an overnight basis at an initial rate
of 0.95% per annum (approximately 1.00% less expensive than Newmark's revolving
credit facility), and the Company would deliver to CF Secured the number of
shares of Nasdaq as collateral so that the market value of such shares equaled
130% of such cash proceeds. The Nasdaq shares would be marked to market daily,
and the minimum maintenance margin requirement, should the share price decline,
would be 120% of such cash proceeds. The Company would be required to transfer
additional collateral (securities and/or cash) in the event of a margin
percentage decline below 120%.

The initial repurchase or financing transaction was executed on August 2, 2021
and consisted of Newmark receiving $260 million in cash and Newmark delivering
1,818,000 Nasdaq shares as collateral. The repurchase transaction could be
rolled over daily (or for a term greater than one day at a time), subject to
terms mutually acceptable to the Company and CF Secured, including the rate and
minimum margin requirement, both of which could fluctuate based upon general
funding rates and other factors in the repurchase funding market.

The Repurchase Agreement was subject to ongoing compliance with various
covenants and contains customary events of default. If an event of default would
have occurred, the repurchase date for each transaction under the Repurchase
Agreement
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would have been accelerated to the date of default. For events of default relating to insolvency and receivership, the repurchase date for each transaction under the Repurchase Agreement would have been automatically accelerated to the date of default.

The Company utilized the cash proceeds from the repurchase transaction to lower its debt costs. The Company repaid the cash proceeds under the repurchase transaction with proceeds of periodic sales of Nasdaq shares and from its operating cash.

The Repurchase Agreement and related initial repurchase transaction were on
market terms and rates and were approved by Newmark's Audit Committee. There
were no amounts outstanding under the Repurchase Agreement as of June 30, 2022,
and $140.0 million was outstanding as of December 31, 2021. See Note 7 -
"Marketable Securities" and Note 27 - "Related Party Transactions" to our
accompanying unaudited condensed consolidated financial statements in Part I,
Item 1 of this Quarterly Report on Form 10-Q.

2021 Equity Event and Share Count Reduction
In connection with the acceleration of the Nasdaq Earn-out, on June 28, 2021,
the Compensation Committee of Newmark's Board of Directors (the "Compensation
Committee") approved a plan to expedite the tax deductible exchange and
redemption of a substantial number of limited partnership units held by partners
of the Company (the "2021 Equity Event"). The 2021 Equity Event also accelerated
certain compensation expenses resulting in $428.6 million of compensation
charges in the second quarter of 2021. These partnership units were settled
using a $12.50 share price. In July 2021, the Compensation Committee approved
increasing to $13.01 the price to settle certain units at an incremental cost of
$15.9 million, which was recorded as compensation charges in the third quarter
of 2021.

Some of the key components of the approved plan were as follows:

•8.3 million and 8.0 million compensatory limited partnership units,
respectively, of Newmark Holdings, L.P. ("Newmark Holdings") and BGC Holdings,
L.P. ("BGC Holdings") held by our partners who are employees were redeemed or
exchanged .

•23.2 million and 17.4 million compensatory limited partnership units,
respectively, of Newmark Holdings and BGC Holdings held by our partners who are
independent contractors were redeemed or exchanged. We also accelerated the
payment of related withholding taxes to them with respect to their Newmark
units. Independent contractors received one BGC Class A common share for each
redeemed non-preferred BGC unit or cash and are responsible for paying any
related withholding taxes.

•Partners with nonexchangeable non-preferred compensatory units exchanged or
redeemed in connection with the 2021 Equity Event generally received restricted
Class A common shares of Newmark and/or BGC to the extent tax deductible. A
portion of the BGC Class A common shares received by independent contractors
were unrestricted to facilitate their payment of withholding taxes.

•The issuance of Newmark Class A common stock related to the 2021 Equity Event reflected the June 28, 2021 exchange ratio of 0.9403.

•Newmark Holdings and BGC Holdings limited partnership interests with rights to
convert into HDUs for cash were also redeemed in connection with the 2021 Equity
Event.

Refer to the section "Certain Other Related Party Transactions" below for the
specific transactions with respect to our executive officers which are included
in the above summary.

Certain Other Related Party Transactions

Transactions with Executive Officers and Directors

On December 21, 2021, the Compensation Committee approved: (i) the redemption of
all of Mr. Gosin's remaining 838,996 non-exchangeable Newmark PPSUs for
$8,339,980 in cash and (ii) compensation of approximately $7,357,329 by way of
the Company causing 478,328 of Mr. Gosin's non-exchangeable Newmark PSUs to be
redeemed for zero and issuing 446,711 shares of Newmark Class A Common Stock,
based upon the closing price on the date the Committee approved the transaction
(which was $16.47) and an exchange ratio of 0.9339. The estimated pre-tax value
of this transaction is $15,697,309, less applicable taxes and withholdings,
using a 53.13% tax rate for Mr. Gosin.

On December 21, 2021, Mr. Lutnick elected to redeem all of his 193,530 currently
exchangeable Newmark PPSUs for a cash payment of $1,465,873. In addition, upon
the Compensation Committee's approval of the monetization of Mr. Gosin's
remaining non-exchangeable Newmark PPSUs and a number of Mr. Gosin's
non-exchangeable PSUs on December 21, 2021,
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Mr. Lutnick (i) elected to redeem 188,883 non-exchangeable Newmark PPSUs for a
cash payment of $1,954,728, and 127,799 non-exchangeable Newmark NPPSUs for a
cash payment of $1,284,376, both for which he previously waived, but now
accepted under the Company's standing policy for Mr. Lutnick; and (ii) received
the right to monetize, and accepted the monetization of, his remaining 122,201
non-exchangeable Newmark NPPSUs for a cash payment of $1,228,124, under such
standing policy.

In connection with the foregoing, Mr. Lutnick accepted the right to monetize
approximately $4,406,915 by way of the Company causing 286,511 of Mr. Lutnick's
non-exchangeable Newmark PSUs to be redeemed for zero and issuing 267,572 shares
of Newmark Class A Common Stock based upon the closing price on the date the
Committee approved the transaction (which was $16.47) and a 0.9339 exchange
ratio, under the Company's standing policy applying to Mr. Lutnick, with such
acceptance of rights granted in reference to Mr. Gosin's December 2021
transactions to the extent necessary to effectuate the foregoing (and otherwise
Mr. Lutnick waived all remaining rights, which shall be cumulative). The
aggregate estimated pre-tax value of these transactions is $10,340,015, less
applicable taxes and withholdings, using a 57.38% tax rate for Mr. Lutnick.

On April 27, 2021, the Compensation Committee approved an additional
monetization opportunity for Mr. Merkel: (i) 73,387 of Mr. Merkel's 145,384
non-exchangeable Newmark Holdings PSUs were redeemed for zero, (ii) 19,426 of
Mr. Merkel's 86,649 non-exchangeable Newmark Holdings PPSUs were redeemed for a
cash payment of $173,863, and (iii) 68,727 shares of our Class A common stock
were issued to Mr. Merkel. On the same day, the 68,727 shares of our Class A
common stock were repurchased from Mr. Merkel at $10.67 per share, the closing
price of our Class A common stock on that date, under our stock buyback program.
The total payment delivered to Mr. Merkel was $0.8 million, less applicable
taxes and withholdings.

On March 16, 2021, pursuant to the Newmark standing policy for Mr. Lutnick, the
Compensation Committee granted exchange rights and/or monetization rights with
respect to rights available to Mr. Lutnick. Mr. Lutnick elected to waive such
rights one-time with such future opportunities to be cumulative. The aggregate
number of Mr. Lutnick's units for which he waived exchange rights or other
monetization rights is 4,423,457 non-exchangeable Newmark Holdings PSUs/NPSUs,
inclusive of the PSUs receiving an HDU conversion right and 1,770,016
non-exchangeable Newmark Holdings PPSUs with an aggregate determination amount
of $21.6 million at that time, inclusive of the PPSUs receiving an HDU
conversion right.

On March 16, 2021, the Company redeemed 30,926 non-exchangeable Newmark Holdings
PSUs held by Mr. Merkel for zero and in connection therewith issued 28,962
shares of our Class A common stock. On the same day, the Company repurchased
these shares from Mr. Merkel at the closing price of our Class A common stock of
$11.09 per share under our stock buyback program. The total payment delivered to
Mr. Merkel was $0.3 million, less applicable taxes and withholdings. The
Compensation Committee approved these transactions.

On March 16, 2021, the Compensation Committee granted Mr. Gosin exchange rights
into shares of Class A common stock with respect to 526,828 previously awarded
non-exchangeable Newmark Holdings PSUs and 30,871 non-exchangeable Newmark
Holdings APSUs held by Mr. Gosin (which, based on the closing price of the Class
A common stock of $11.09 per share on such date and using the exchange ratio of
0.9365, had a value of $5.8 million in the aggregate). In addition, on March 16,
2021, the Compensation Committee approved removing the sale restrictions on Mr.
Gosin's remaining 178,232 restricted shares of Class A common stock in BGC
(which were originally issued in 2013) and associated 82,680 remaining
restricted shares of Newmark Class A common stock (issued as a result of the
Company spin-off in November 2018).

On March 16, 2021, the Compensation Committee granted Mr. Rispoli (i) exchange
rights into shares of Class A common stock with respect to 6,043 previously
awarded non-exchangeable Newmark Holdings PSUs held by Mr. Rispoli (which, based
on the closing price of the Class A common stock of $11.09 per share on such
date and using the exchange ratio of 0.9365, had a value of $0.1 million); and
(ii) exchange rights into cash with respect to 4,907 previously awarded
non-exchangeable Newmark Holdings PPSUs held by Mr. Rispoli (which had an
average determination price of $15.57 per unit, for a total of $76,407 in the
aggregate to be paid for taxes when (i) is exchanged).

The specific transactions approved by the Compensation Committee, in connection
with the 2021 Equity Event, with respect to our executive officers are set forth
below. All of the transactions included in the 2021 Equity Event with respect to
Messrs. Lutnick, Gosin and Rispoli, are based on (i) the price for Newmark Class
A common stock of $12.50 per share, as approved by the Compensation Committee;
(ii) the price of BGC Partners Class A common stock of $5.86; and (iii) the
price of Nasdaq common stock of $177.11.

Howard W. Lutnick, Chairman
On December 27, 2021, the Compensation Committee approved a one-time bonus award
to Mr. Lutnick (the "Award"), which was evidenced by the execution and delivery
of a Retention Bonus Agreement dated December 28, 2021 (the "Effective Date")
and described below (the "Award Agreement"), in consideration of his success in
managing certain aspects of
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the Company's performance as its principal executive officer and Chairman. The
Award rewarded Mr. Lutnick for his efforts in delivering superior financial
results for the Company and its stockholders, including in particular his
success in creating substantial value for the Company and its stockholders in
connection with creating, structuring, hedging and monetizing the forward share
contract to receive over time shares of common stock of Nasdaq, Inc. (the
"Nasdaq Derivative") held by the Company (together, the "Nasdaq Shares") and the
strong balance sheet and significant amount of income created from the Nasdaq
Derivative. A principal reason for structuring the Award with a substantial
portion to be paid out over three years was also to further incentivize Mr.
Lutnick to continue to serve as both the Company's principal executive officer
and its Chairman for the benefit of the Company's stockholders. The Award is the
subject of legal challenge. See the heading "Derivative Suit" below.

The Award Agreement provides for an aggregate cash payment of $50 million,
payable as follows: $20 million within three days of the Effective Date (which
payment was made on December 31, 2021), and $10 million within thirty days
following vesting on each of the first, second and third anniversaries of the
Effective Date. Any entitlement to future amounts not vested will be forfeited
immediately if, prior to the applicable anniversary date, Mr. Lutnick ceases to
serve as both the Company's Chairman and its principal executive officer, unless
Mr. Lutnick ceasing to serve in either such capacity occurs pursuant to a
"Vesting Termination," as that term is defined in the Award Agreement. Mr.
Lutnick has purchased Newmark Class A Common Stock with the after-tax proceeds
of the initial tranche of the Award. The Award Agreement describes a "Vesting
Termination" as (i) a termination of Mr. Lutnick's employment by the Company
without "Cause" (as that term is defined in the Award Agreement) or (ii) an
involuntary removal of the Executive from the position of Chairman of the Board
on or after the occurrence of a Change in Control (as that term is defined in
the Change of Control Agreement dated as of December 13, 2017 by and between Mr.
Lutnick and the Company (the "Control Agreement"). In the event that Mr. Lutnick
ceases to serve as both the Company's Chairman and its principal executive
officer pursuant to a Vesting Termination, any amounts not vested will
immediately become fully vested. The Award Agreement provides that Mr. Lutnick
ceasing to serve as the Company's Chairman and principal executive officer
pursuant to his death or disability does not constitute a Vesting Termination.
The provisions of the Control Agreement do not apply to the Award. A copy of the
Award Agreement was attached as Exhibit 10.1 to the Company's Current Report on
Form 8-K filed with the SEC on December 29, 2021 and is described in detail
under the heading "2021 Lutnick Award" in Amendment No. 1 to the Company's
Annual Report on From 10-K/A.

On June 28, 2021, in connection with the 2021 Equity Event, the Newmark
Compensation Committee approved the following for Mr. Lutnick: (i) the exchange
of 279,725 exchangeable Newmark Holdings PSUs into 263,025 shares of Class A
common stock of Newmark based on the then applicable Exchange Ratio of 0.9403;
and $1,465,874 associated with Mr. Lutnick's non-exchangeable 193,530 Newmark
Holdings PPSUs was redeemed and used for tax purposes; (ii) the conversion of
552,482.62 non-exchangeable Newmark Holdings PSUs with the right to exchange
PSUs into HDUs ("H-Rights") into 552,482.62 non-exchangeable Newmark Holdings
HDUs and redemption of such HDUs for their Capital Account of $7,017,000, paid
in the form of Nasdaq Shares issued at $177.11 per share (which was the NASDAQ
closing price as of June 28, 2021); and $7,983,000 associated with Mr. Lutnick's
non-exchangeable Newmark Holdings PPSUs with -H were redeemed and used for tax
purposes; (iii) the exchange of 520,380 exchangeable BGC Holdings PSUs into
520,380 shares of Class A common stock of BGC Partners, and $1,525,705
associated with Mr. Lutnick's exchangeable BGC Holdings PPSUs was redeemed and
used for tax purposes; (iv) the redemption of 88,636 non-exchangeable BGC
Holdings PSUs pursuant to Mr. Lutnick's rights under his existing standing
policy, and the issuance of 88,636 shares of Class A common stock of BGC
Partners; (v) the conversion of 1,131,774 non-exchangeable BGC Holdings PSUs
with H-Rights into 1,131,774 non-exchangeable BGC Holdings HDUs and $7,983,000
associated with Mr. Lutnick's BGC Holdings PPSUs with H- Rights was redeemed and
used for tax purposes in connection with the exercise of the exercise of the BGC
Holdings HDUs; and (vi) the issuance of 29,059 shares of Class A common stock of
Newmark. In accordance with Mr. Lutnick's right under his existing standing
policy, and in connection with the 2021 Equity Event, upon the approval of the
Newmark Compensation Committee: (i) 2,909,819 non-exchangeable Newmark Holdings
PSUs, pursuant to Mr. Lutnick's rights under his existing standing policy, were
redeemed and 2,736,103 shares of Class A common stock of Newmark, based upon the
then applicable exchange ratio of 0.9403, were granted to Mr. Lutnick; and (ii)
$8,798,546 associated with Mr. Lutnick's rights under his existing standing
policy was redeemed and used for tax purposes. See Item 11 - "Executive
Compensation" in our Annual Report on Form 10-K/A for additional information and
definitions.

Barry M. Gosin, Chief Executive Officer
On September 20, 2021, the Compensation Committee approved a monetization
opportunity for Mr. Gosin: all of Mr. Gosin's 2,114,546 non-exchangeable BGC
Holdings PSUs were redeemed for zero and 2,114,456 shares of BGC Class A common
stock were issued to Mr. Gosin.

On June 28, 2021, the Compensation Committee approved the following for Barry M.
Gosin, the Company's Chief Executive Officer: (i) the exchange of 1,531,061.84
exchangeable Newmark Holdings units (comprised of 1,438,597.37 exchangeable
Newmark Holdings PSUs and 92,464.47 exchangeable Newmark Holdings APSUs) into
1,439,658 shares of Class A common stock of Newmark based upon the then current
exchange ratio of 0.9403; and $834,508 associated with Mr. Gosin's exchangeable
Newmark Holdings PPSUs was redeemed and used for tax purposes; (ii) the
conversion of 443,871.60
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non-exchangeable Newmark Holdings PSUs with H-Rights into 443,871.60
non-exchangeable Newmark Holdings HDUs, and redemption of such HDUs, less any
taxes and withholdings in excess of $5,362,452, paid in the form of Nasdaq
shares issued at $177.11 per share (which was the NASDAQ closing price as of
June 28, 2021); and $5,362,452 in connection with Mr. Gosin's Newmark Holdings
PPSUs with H-Rights was redeemed and used for tax purposes; (iii) the exchange
of 3,348,706 exchangeable BGC Holdings units (comprised of 3,147,085
exchangeable BGC Holdings PSUs and 201,621 exchangeable BGC Holdings APSUs) into
3,348,706 shares of Class A common stock of BGC Partners; and $298,273
associated with Mr. Gosin's exchangeable BGC Holdings PPSUs was redeemed and
used for tax purposes; (iv) the conversion of 1,592,016 non-exchangeable BGC
Holdings PSUs with H-Rights into 1,592,016 non-exchangeable BGC Holdings HDUs,
and $1,129,499 associated with Mr. Gosin non-exchangeable BGC Holdings PPSUs was
redeemed and used for tax purposes; and (v) the issuance of 12,500 shares of
Class A common stock of Newmark.

Michael J. Rispoli, Chief Financial Officer
On June 28, 2021, the Compensation Committee approved the following for Mr.
Michael Rispoli, the Company's Chief Financial Officer: (i) the exchange of
23,124 exchangeable Newmark Holdings PSUs into 21,744 shares of Class A common
stock of Newmark based on the then current exchange ratio of 0.9403 and $208,407
associated with Mr. Rispoli's exchangeable Newmark Holdings PPSUs was redeemed
and used for tax purposes; (ii) 6,000 non-exchangeable Newmark Holdings PSUs
were redeemed and an aggregate of 5,642 restricted shares of Newmark were issued
to Mr. Rispoli based upon the then current exchange ratio of 0.9403, and $52,309
associated with Mr. Rispoli's non-exchangeable Newmark Holdings PPSUs was
redeemed and used for tax purposes; (iii) the conversion of 5,846.07
non-exchangeable Newmark Holdings PSUs with H-Rights into 5,846 non-exchangeable
Newmark Holdings HDUs and the redemption of such HDUs, less any taxes and
withholdings in excess of $60,750, paid in the form of Nasdaq shares issued at
$177.11 per share (which was the NASDAQ closing price as of June 28, 2021); and
$60,750 associated with Mr. Rispoli's PPSUs with H-Rights was redeemed and used
for tax purposes; (iv) the exchange of 36,985 exchangeable BGC Holdings PSUs
into 36,985 shares of Class A common stock of BGC, and $134,573 associated with
Mr. Rispoli's exchangeable BGC Holdings PPSUs was redeemed and used for tax
purposes; and (v) the issuance of 383 shares of Class A common stock of Newmark.

Stephen M. Merkel, Chief Legal Officer
On June 28, 2021 the Compensation Committee also approved the following for
Stephen M. Merkel, the Company's Chief Legal Officer: (i) the redemption of
51,124.28 non-exchangeable Newmark Holdings PSUs and issuance of 48,072 shares
of Newmark Class A common stock based upon the current exchange ratio of 0.9403;
and (ii) the redemption of 46,349.87 non-exchangeable Newmark Holdings PPSUs for
a cash payment of $0.5 million, to be remitted to the applicable tax authorities
to the extent necessary in connection with the issuance of the shares above.

Retirement Fund Purchase
On April 27, 2021, a Keogh retirement account held by Mr. Lutnick purchased
5,154 shares of our Class A common stock from us at the closing price of our
Class A common stock on that date of $10.67 per share. The transaction was
approved by our Audit Committee.

CF Real Estate Finance Holdings, LP.
Contemporaneously with the acquisition of Berkeley Point, on September 8, 2017,
Newmark invested $100.0 million in a newly formed commercial real estate-related
financial and investment business, Real Estate LP, which is controlled and
managed by Cantor. Real Estate LP may conduct activities in any real estate
related business or asset backed securities related business or any extensions
thereof and ancillary activities thereto. As of June 30, 2022 and December 31,
2021, Newmark's investment was accounted for under the equity method (see Note 8
- "Investments"). Newmark holds a redemption option in which Real Estate LP will
redeem in full Newmark's investment in Real Estate LP in exchange for Newmark's
capital account balance in Real Estate LP as of such time. On July 20, 2022,
Newmark exercised this redemption option and expects to receive approximately
$88.4 million from Cantor on or prior to July 20, 2023.

Pre-IPO intercompany agreements
In December 2017, prior to our Separation and IPO, all intercompany arrangements
and agreements that were previously approved by the Audit Committee of BGC
Partners with respect to BGC Partners and its subsidiaries and Cantor and its
subsidiaries were also approved by our Board of Directors with respect to the
relationships between us and our subsidiaries and Cantor and its subsidiaries
following our IPO on the terms and conditions approved by the BGC Audit
Committee during such time that our business was owned by BGC Partners. These
arrangements include, but are not limited to, the following: (i) an
authorization to provide Cantor real estate and related services, including real
estate advice, brokerage, property or facilities management, valuation and
advisory and other services; (ii) an authorization to enter into brokerage and
similar agreements with respect to the provision of ordinary course brokerage
services in circumstances in which such entities customarily provide brokerage
services to third-party customers; (iii) an authorization to enter into
agreements with Cantor and/or its affiliates, to provide services, including
finding and reviewing suitable acquisition or partner candidates, structuring
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transactions and negotiating and due diligence services in connection with
acquisitions and other business strategies in commercial real estate and other
businesses from time to time; and (iv) an arrangement to jointly manage exposure
to changes in foreign exchange rates. Please see the section entitled "Certain
Relationships and Related Transactions, and Director Independence" in the
Company's Amendment No.1 to the Annual Report on Form 10-K/A for the fiscal year
ended December 31, 2019 filed on April 28, 2020 for a description of these and
other approved arrangements.

Services Agreement with CFE Dubai
As the Company does not yet have a presence in Dubai, in May 2020, the Audit
Committee of the Company authorized Newmark & Company Real Estate, Inc.
("Newmark & Co."), a subsidiary of Newmark, to enter into an agreement with
Cantor Fitzgerald Europe (DIFC Branch) ("CFE Dubai") pursuant to which CFE Dubai
will employ and support an individual who is a resident of Dubai in order to
enhance Newmark's capital markets platform, in exchange for a fee. CFE Dubai and
Newmark & Co. negotiated a Services Agreement memorializing the arrangement
between the parties (the "Services Agreement"). The Services Agreement provides
that Newmark & Co. will reimburse CFE Dubai for the individual's fully allocated
costs, plus a mark-up of seven percent (7%). In addition, the Audit Committee of
the Company authorized the Company and its subsidiaries to enter into similar
arrangements in respect of any jurisdiction, in the future, with Cantor and its
subsidiaries, provided that the applicable agreements contain customary terms
for arrangements of this type and that the mark-up charged by the party
employing one or more individuals for the benefit of the other is between 3% and
7.5%, depending on the level of support required for the employed individual(s).

Sublease to BGC and Cantor Fitzgerald, L.P.
On May 15 2020, BGC U.S. OpCo ("BGC") entered into an arrangement to sublease
excess space from RKF Retail Holdings LLC, a subsidiary of Newmark, which was
approved by the Newmark Audit Committee. The deal was a one-year sublease of
approximately 21,000 rentable square feet in New York City. Under the terms of
the sublease, BGC U.S. OpCo paid a fixed rent amount of $1.1 million in addition
to all operating and tax expenses attributable to the lease. In May 2021, the
sublease was amended to provide for a rate of $15 thousand per month based on
the size of utilized space, in addition to terms extending on a month-to-month
basis. The lease with BGC ended in December 2021. Newmark received $0.1 million
and $0.4 million from BGC for the three and six months ended June 30, 2021,
respectively.

In January 2022, Cantor entered into an agreement to sublease this space for a
period of six months until June 30, 2022 at a rate of $0.1 million per month. In
July 2022, the sublease was extended one year to June 30, 2023.

GSE loans and related party limits
In February 2019, the Audit Committee of the Company authorized Newmark and its
subsidiaries to originate and service GSE loans to Cantor and its affiliates
(other than BGC) and service loans originated by Cantor and its affiliates
(other than BGC) on prices, rates and terms no less favorable to Newmark and its
subsidiaries than those charged by third parties. The authorization is subject
to certain terms and conditions, including but not limited to: (i) a maximum
amount up to $100.0 million per loan, (ii) a $250.0 million limit on loans that
have not yet been acquired or sold to a GSE at any given time, and (iii) a
separate $250.0 million limit on originated Fannie Mae loans outstanding to
Cantor at any given time.

Transaction with CCRE Lending
On July 22, 2019, Cantor Commercial Real Estate Lending, L.P. ("CCRE Lending"),
a wholly-owned subsidiary of Real Estate LP, made a $146.6 million commercial
real estate loan (the "Loan") to a single-purpose company (the "Borrower") in
which Barry Gosin, Newmark's Chief Executive Officer, owns a 19% interest. The
Loan is secured by the Borrower's interest in property in Pennsylvania that is
subject to a ground lease. While CCRE Lending initially provided the full loan
amount, on August 16, 2019, a third-party bank purchased approximately 80% of
the Loan value from CCRE Lending, with CCRE Lending retaining approximately 20%.
The Loan matures on August 6, 2029, and is payable monthly at a fixed interest
rate of 4.38% per annum.

Transactions related to ordinary course real estate services
On November 4, 2020, the Audit Committee of the Board of Directors authorized
entities in which executive officers have a non-controlling interest to engage
Newmark to provide ordinary course real estate services to them as long as
Newmark's fees are consistent with the fees that Newmark ordinarily charges for
these services.

Arrangement with View, Inc.
On November 30, 2020, Newmark entered into an arrangement to assist View, Inc.
("View") in the sale of its products and services to real estate clients in
exchange for commissions. View, Inc. is a Silicon Valley-based producer of
high-efficiency dynamic glass that controls light, heat, and glare, providing
unobstructed views and privacy using a low voltage control system. In connection
with the arrangement, View also agreed to engage Newmark as its exclusive
provider of real estate services for a period of at least five years. While View
is not under common control with Newmark, it was, at the time that the agreement
was
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executed, the target of a merger with CF Finance Acquisition Corp. II, a special purpose acquisition company sponsored by Cantor.

Cantor Rights to Purchase Cantor Units from Newmark Holdings
Cantor has a right to purchase from Newmark Holdings exchangeable limited
partnership interests in the event that any Newmark Holdings founding partner
interests that have not become exchangeable are redeemed by Newmark Holdings
upon termination or bankruptcy of a founding partner or upon mutual consent of
the general partner of Newmark Holdings and Cantor. Cantor has the right to
purchase such Newmark Holdings exchangeable limited partnership interests at a
price equal to the lesser of (1) the amount that Newmark Holdings would be
required to pay to redeem and purchase such Newmark Holdings founding partner
interests and (2) the amount equal to (a) the number of units underlying such
founding partner interests, multiplied by (b) the exchange ratio as of the date
of such purchase, multiplied by (c) the then-current market price of our Class A
common stock. Cantor may pay such price using cash, publicly traded shares or
other property, or a combination of the foregoing. If Cantor (or the other
member of the Cantor group acquiring such limited partnership interests, as the
case may be) so purchases such limited partnership interests at a price equal to
clause (2) above, neither Cantor nor any member of the Cantor group nor Newmark
Holdings nor any other person is obligated to pay Newmark Holdings or the holder
of such founding partner interests any amount in excess of the amount set forth
in clause (2) above.

In addition, the Newmark Holdings limited partnership agreement provides that
(1) where either current, terminating or terminated partners are permitted by us
to exchange any portion of their founding partner units and Cantor consents to
such exchangeability, we will offer to Cantor the opportunity for Cantor to
purchase the same number of new exchangeable limited partnership interests in
Newmark Holdings at the price that Cantor would have paid for exchangeable
limited partnership interests in the event we had redeemed the founding partner
units; and (2) the exchangeable limited partnership interests to be offered to
Cantor pursuant to clause (1) above would be subject to, and granted in
accordance with, applicable laws, rules and regulations then in effect.

If Cantor acquires any units as a result of the purchase or redemption by
Newmark Holdings of any founding partner interests, Cantor will be entitled to
the benefits (including distributions) of the units it acquires from the date of
termination or bankruptcy of the applicable founding partner. In addition, any
such units will be exchangeable by Cantor for a number of shares of our Class B
common stock or, at Cantor's election, shares of our Class A common stock, in
each case, equal to the then-current exchange ratio, on the same basis as the
limited partnership interests held by Cantor, and will be designated as Newmark
Holdings exchangeable limited partnership interests when acquired by Cantor. The
exchange ratio was initially one, but is subject to adjustment as set forth in
the Separation and Distribution Agreement and was 0.9393 as of June 30, 2022.
This may permit Cantor to receive a larger share of income generated by our
business at a less expensive price than through purchasing shares of our Class A
common stock, which is a result of the price payable by Cantor to Newmark.
.
On March 31, 2021, Cantor purchased from Newmark Holdings an aggregate of (i)
273,088 exchangeable limited partnership interests for aggregate consideration
of $1,105,598 as a result of the redemption of 273,088 founding partner
interests, and (ii) 735,625 exchangeable limited partnership interests for
aggregate consideration of $2,918,919 as a result of the exchange of 735,625
founding partner interests.

On October 28, 2021, Cantor purchased from Newmark Holdings an aggregate of (i)
299,910 exchangeable limited partnership interests for aggregate consideration
of $975,064 as a result of the redemption of 299,910 founding partner interests,
and (ii) 523,284 exchangeable limited partnership interests for aggregate
consideration of $1,898,363 as a result of the exchange of 523,284 founding
partner interests.

On May 17, 2022, Cantor purchased from Newmark Holdings an aggregate of (i)
184,714 exchangeable limited partnership interests for aggregate consideration
of $763,064 as a result of the redemption of 184,714 founding partner interests,
and (ii) 23,562 exchangeable limited partnership interests for aggregate
consideration of $100,079 as a result of the exchange of 23,562 founding partner
interests.

As of June 30, 2022 there were 102,454 founding partner interests in Newmark
Holdings remaining in which the partnership had the right to redeem or exchange
and with respect to which Cantor will have the right to purchase an equivalent
number of Cantor units following such redemption or exchange.

Special Purpose Acquisition Company
As previously reported, in April 2021, Newmark OpCo and Cantor entered into
various arrangements pursuant to which they agreed to co-sponsor a special
purpose acquisition company, named Newmark Acquisition Corp. (the "SPAC"), in
which certain of our executive officers are executive officers and are expected
to be directors. Pursuant to a purchase agreement, Newmark OpCo purchased from
Cantor a 75% equity interest in an entity now known as Newmark Acquisition
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Holdings, LLC, the sponsor of the SPAC (the "Sponsor"), for $18.8 thousand, with
Cantor retaining the remaining 25% equity interest in the Sponsor. Pursuant to
an amended and restated limited liability company agreement of the Sponsor,
Newmark OpCo is the managing member of the Sponsor, and Newmark OpCo and Cantor
have agreed to make additional equity contributions to the Sponsor in order to
fund the obligations of the Sponsor with respect to the SPAC in proportion to
their equity ownership in the Sponsor. Also, in April 2021, the Sponsor agreed
to lend to the SPAC up to $0.3 million without interest in order to cover
expenses related to any initial public offering of the SPAC; the maturity date
of the loans is the earlier of the consummation of the initial public offering
of the SPAC and December 31, 2022. As of June 30, 2022 there was no outstanding
balance on this Pre-IPO loan.

Knotel Assets
As part of the Knotel acquisition, Newmark assigned the rights to acquire
certain Knotel assets to a subsidiary of Cantor, on the terms that if the
subsidiary monetized the sale of these assets, Newmark would receive 10% of the
proceeds of the sale after the subsidiary recoups its investment in the assets.

Employment Matters
On June 28, 2021, the Audit Committee authorized Newmark to hire a son of its
Chairman as a full-time employee of its Knotel business with an annual base
salary of $125,000 and an annual discretionary bonus of up to 30%. The
arrangement includes a potential profit participation consistent with other
entrepreneurial arrangements in the event of certain liquidity events related to
businesses developed by him. In June 2022, the Audit Committee approved ordinary
course compensation adjustments and expense, travel and housing reimbursement
for him in accordance with standard Company policies up to $250,000 in total
compensation without further Committee review.

Referral Fees to Cantor
In September 2021, the Audit Committee approved the payment of a referral fee
from Newmark to Cantor Realty Capital Advisors, L.P. ("CRCA"), a subsidiary of
Cantor, in relation to CRCA's referral to Newmark of a sale and lease back
transaction for a portfolio of medical office properties. Newmark paid CRCA
approximately $0.3 million for the referral of the portfolio sale. Newmark
management negotiated the referral arrangement with CRCA in the ordinary course
of business and the arrangement is reasonable and consistent with referral
arrangements of its type between unrelated parties.

Additionally, in September 2021, the Audit Committee authorized Newmark and its
subsidiaries to pay referral fees to Cantor and its subsidiaries (other than
Newmark and its subsidiaries) in respect of referred business, pursuant to
ordinary course arrangements in circumstances where Newmark would customarily
pay referral fees to unrelated third parties and where Newmark is paying a
referral fee to Cantor in an amount that is no more than the applicable
percentage rate set forth in Newmark's intra-company referral policies, as then
in effect, with such fees to be at referral rates no less favorable to Newmark
than would be paid to unrelated third parties.

Key Business Drivers
Key drivers for U.S. commercial real estate services companies include the
overall health of the U.S. economy, institutional ownership of commercial real
estate as an investible asset class, and the ability to attract and retain
talent. In our investment sales and mortgage brokerage businesses, the
availability of credit and certainty of valuations to investors are key drivers.
In our multifamily business, demographic and economic factors are driving
increased demand for new apartments. For example, in June of 2021, the National
Association of Realtors said the U.S. has not constructed enough housing to keep
up with population growth for many years, and that the country has a deficit of
1.1 million units in buildings with two to four units and of 2.4 million units
in buildings of at least five units according to "U.S. Housing Market Needs 5.5
Million More Units, Says New Report" from the Wall Street Journal. In July of
2022, a report published by the National Multifamily Housing Council and the
National Apartment Association said that the U.S. needs 4.3 million new
apartments over the next 13 years just to meet projected demand. This strong
demand for new housing should continue to drive growth across our investment
sales, GSE/FHA multifamily origination, mortgage brokerage, and servicing
business over time.

Our GSE/FHA origination business is also impacted by the lending caps imposed by
the Federal Housing Finance Agency (the "FHFA"). On November 17, 2020, the FHFA
announced that the 2022 multifamily loan purchase caps for Fannie Mae and
Freddie Mac were $70 billion for each GSE. The cap structure allowed the GSEs to
offer a combined total of no more than $140 billion in lending support to the
multifamily market in 2021, as compared to the $159 billion delivered in 2020.
On October 13, 2021, the FHFA announced that the 2022 multifamily loan purchase
caps will be $78 billion for each GSE, for a combined total of $156 billion. The
2022 caps are based on FHFA's projections of the overall growth of the
multifamily originations market. The 2021 and 2022 caps require at least 50% of
the Enterprises' multifamily business to be mission-driven, affordable housing.
FHFA will also require at least 25% of the GSE's 2022 multifamily business be
affordable to residents at or below 60% of area median income (AMI), up from 20%
in 2021. Given the 11% year-on-year increase in full year lending caps, and the
8% year-on-year increase in industry GSE lending in the first half of 2022, the
Company anticipates solid improvements in industry-wide GSE multifamily activity
over the remainder of 2022. However, there can be no assurance that the GSEs
reach their caps in any given year.

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Overall U.S. investment sales and mortgage brokerage volumes are expected to
face challenging comparisons, due to the more than 100% industry-wide growth in
capital markets activity in the second half of 2021. In addition, volumes could
be impacted by interest rate and credit spread volatility, and the gap between
buyer and seller expectations. The Company is well-positioned to increase its
market share in these economic conditions.

Economic Outlook in the United States
COVID-19 adversely affected the economic outlook beginning in March of 2020.
Following a 3.4% contraction in 2020, U.S. gross domestic product expanded by
5.7% in 2021, according to the U.S. Department of Commerce. According to a
preliminary estimate from the same source, U.S. GDP contracted at an annual rate
of 1.6% and 0.9%, respectively, in the first and second quarters of 2022. The
second quarter drop was driven by various factors, including a slowdown in
household spending, and declines in business investment, government outlays,
housing construction, and higher business inventories. The consensus is that
this is a temporary setback. For example, as of August 1, 2022, the Bloomberg
consensus of economists was for U.S. GDP to expand by 2.0% in 2022, 1.3% in
2023, and 1.8% in 2024. Some of the recent strength in the U.S. office market
could be tempered as companies continue to assess the impact of remote work,
periodic increases in COVID-19 cases, and a slowing US economy.

According to the Bureau of Labor Statistics, the monthly average of non-farm
payroll employment increased by a seasonally adjusted more than 6.7 million, net
during 2021, which was the highest such annual figure since record keeping
began. Based on a preliminary report from the same source, strong job growth
continued in the first and second quarters of 2022, with average monthly gains
of approximately 539 thousand and 375 thousand, respectively, on the same basis.
The unemployment rate declined to 3.6% in June 2022, compared with 3.9% in
December 2021 and a high of 14.8 % in April of 2020, and only 10 basis points
higher than in February 2020. In comparison, the last time the U.S. unemployment
rate was near these low levels was 1969, when unemployment reached 3.4%.

The ten-year Treasury yield increased by 154 basis points to 3.0129% as of June
30, 2022 versus the year-earlier date. As of that date, ten-year Treasury yields
remained well below their 50-year average of approximately 6.0%. On July 27,
2022, the Federal Open Market Committee ("FOMC") announced another increase the
target range for the federal funds rate by 75 basis points in order to curb
inflation, which itself is due in part to tight labor market conditions. The
FOMC also stated that it plans to continue reducing the $8.9 trillion portfolio
of securities it holds, including long-term agency mortgage-backed securities
and U.S. Treasuries. These securities were purchased as part of the Fed's
quantitative easing program designed hold down long-term interest rates, and the
FOMC previously indicated that a maximum of $60 billion in Treasury purchases
and $35 billion in mortgage-backed securities purchases would be allowed to roll
off, phased in over three months starting June 1, 2022.

Economists generally expect U.S. interest rates to increase versus where they
were in 2021 and 2022, but to remain relatively low by historical standards for
the foreseeable future. For example, as August 1, 2022, the Bloomberg consensus
was for the ten-year Treasury yield to be 3.3%, 3.1%, and 3.3% by the end of
2022, 2023 and 2024, respectively. Following the most recent FOMC rate increase,
the treasury futures market indicated that traders expect similar forward
yields.

Market Statistics
According to preliminary estimates from CoStar, value-weighted prices for U.S.
commercial real estate were up by 16.2% in the trailing twelve months ended June
30, 2022 and were now at all-time highs and 31.3% higher than in February 2020,
before the onset of the global pandemic. Quarter-on-quarter, these price
increases were across all major property types. MSCI Real Capital Analytics
("RCA") currently estimates that 2022 U.S. investment sales grew by 17.4%
year-on-year. In comparison, our quarterly investment sales volumes were up by
58.6% year-on-year.

Newmark quarterly volumes from mortgage brokerage and GSE/FHA originations (together, "total debt") were up by 21.7% year-on-year.

Newmark's loan origination volumes are driven more by the GSE multifamily
financing volumes than the activity level of the overall commercial mortgage
market. Overall industry GSE multifamily origination volumes increased by 8.1%
in the first half of 2022 compared with a year earlier, per data from Fannie Mae
and Freddie Mac. In comparison, Newmark's GSE/FHA origination volumes increased
by 4.5% over the same timeframe, while our total debt volumes in multifamily
were up by 45.2%. Certain GSE multifamily volume statistics for the industry are
based on when loans are sold and/or securitized, and typically lag those
reported by Newmark and its competitors by 30 to 45 days.

Regulatory Environment
See "Business-Regulation" in Part I, Item 1 of the Annual Report on Form 10-K
for information related to our regulatory environment.

Liquidity

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See "-Financial Position, Liquidity and Capital Resources" herein for information related to our liquidity and capital resources.

Financial Overview

Revenues

We derive revenues from the following general four sources:

•Management Services, Servicing Fees and Other. We provide commercial services
to tenants and landlords. In this business, we provide property and facilities
management services along with project management, valuation and advisory
services and other consulting services, as well as technology, to customers who
may also utilize our commercial real estate brokerage services, and flexible
workspace solutions. Servicing fees are derived from the servicing of loans
originated by us as well as loans originated by third parties.

•Leasing and Other Commissions. We offer a diverse range of commercial real estate brokerage and advisory services, including tenant and agency representation, which includes comprehensive lease negotiations, strategic planning, site selection, lease auditing, and other financial and market analysis.

•Investment Sales. Our real estate capital markets business specializes in the
arrangement of acquisitions and dispositions of commercial properties, as well
as providing other financial services, including the arrangement of debt and
equity financing, and loan sale advisory.

•Commercial Mortgage Origination, net. We offer services and products to
facilitate debt financing for our clients and customers. Commercial mortgage
origination revenue is comprised of commissions generated from mortgage
brokerage and debt placement services, as well as the origination fees and
premiums derived from the origination of GSE/FHA loans with borrowers and the
sale of those loans to investors. Our commercial mortgage origination revenue
also includes the revenue recognized for the fair value of expected net future
cash flows from servicing recognized at commitment.


Fees are generally earned when a lease is signed. In many cases, landlords are
responsible for paying the fees. In capital markets, fees are earned and
recognized when the sale of a property closes, and title passes from seller to
buyer for investment sales and when debt or equity is funded to a vehicle for
debt and equity transactions. Loan originations related fees and sales premiums,
net, are recognized when a derivative asset is recorded upon the commitment to
originate a loan with a borrower and sell the loan to an investor. The
derivative is recorded at fair value and includes loan origination fees, sales
premiums and the estimated fair value of the expected net servicing cash flows.
Loan originations related fees and sales premiums, net, are recognized net of
related fees and commissions to affiliates or third-party brokers. For loans we
broker, revenues are recognized when the loan is closed.

Servicing fees are recognized on an accrual basis over the lives of the related
mortgage loans. We typically receive monthly management fees based upon a
percentage of monthly rental income generated from the property under
management, or in some cases, the greater of such percentage or a minimum agreed
upon fee. We are often reimbursed for our administrative and payroll costs, as
well as certain out-of-pocket expenses, directly attributable to properties
under management. We follow accounting principles generally accepted in the
U.S., or "U.S. GAAP", which provides guidance when accounting for reimbursements
from clients and when accounting for certain contingent events for Leasing and
Capital Markets transactions. See Note 3 - "Summary of Significant Accounting
Policies" to our accompanying unaudited condensed consolidated financial
statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for
a more detailed discussion.

Expenses

Compensation and Employee Benefits
The majority of our operating costs consist of cash and non-cash compensation
expenses, which include base salaries, producer commissions based on production,
forgivable loans for term contracts, discretionary and other bonuses and all
related employee benefits and taxes. Our employees consist of commissioned
producers, executives and other administrative support. Our producers are
largely compensated based on the revenue they generate for the firm, keeping
these costs variable in nature.

As part of our compensation plans, certain employees have been granted limited
partnership units in Newmark Holdings and, prior to our 2017 IPO, BGC Holdings,
which generally receive quarterly allocations of net income and are generally
contingent upon services being provided by the unit holders. Certain Newmark
employees also hold non-distribution earnings units (e.g. NPSUs and NREUs,
collectively "N Units") that do not participate in quarterly partnership
distributions and are not allocated any items of profit or loss. These N Units
vest into distribution earnings units over a 4-year period. As prescribed in
U.S. GAAP guidance, the quarterly allocations of net income on such limited
partnership units are reflected as a
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component of compensation expense under "Equity-based compensation and allocations of net income to limited partnership units and FPUs" in our accompanying unaudited condensed consolidated statements of operations.

Newmark granted conversion rights on outstanding limited partnership units in
Newmark Holdings and BGC Holdings to Newmark employees to convert the limited
partnership units to a capital balance within Newmark Holdings or BGC Holdings.
Generally, such units are not considered share-equivalent limited partnership
units and are not in the fully diluted share count.

Certain of these limited partnership units entitle the holders to receive
post-termination payments. These limited partnership units are accounted for as
post-termination liability awards under U.S. GAAP guidance, which requires that
we record an expense for such awards based on the change in value at each
reporting period and include the expense in our accompanying unaudited condensed
consolidated statements of operations as part of "Equity-based compensation and
allocations of net income to limited partnership units and FPUs". The liability
for limited partnership units with a post-termination payout amount is included
in "Other long-term liabilities" on our accompanying unaudited condensed
consolidated balance sheets.

Certain limited partnership units are granted exchangeability into Class A
common stock or may be redeemed in connection with the grant of shares of Class
A common stock. At the time exchangeability is granted, or the shares are
issued, Newmark recognizes an expense based on the fair value of the award on
that date, which is included in "Equity-based compensation and allocations of
net income to limited partnership units and FPUs" in our accompanying unaudited
condensed consolidated statements of operations.

Our employees have been awarded preferred partnership units ("Preferred Units")
in Newmark Holdings and BGC Holdings. Each quarter, the net profits of Newmark
Holdings and BGC Holdings are allocated to such units at a rate of either
0.6875% (which is 2.75% per calendar year) or such other amount as set forth in
the award documentation (the "Preferred Distribution"), which is deducted before
the calculation and distribution of the quarterly partnership distribution for
the remaining partnership units in Newmark Holdings and BGC Holdings,
respectively. The Preferred Units are not entitled to participate in partnership
distributions other than with respect to the Preferred Distribution. Preferred
Units may not be made exchangeable into our Class A common stock and are only
entitled to the Preferred Distribution, and accordingly they are not included in
our fully diluted share count. The quarterly allocations of net income on
Preferred Units are also reflected in compensation expense under "Equity-based
compensation and allocations of net income to limited partnership units and
FPUs" in our accompanying unaudited condensed consolidated statements of
operations. After deduction of the Preferred Distribution, the remaining
partnership units generally receive quarterly allocation of net income based on
their weighted-average pro rata share of economic ownership of the operating
subsidiaries. In addition, Preferred Units are granted in connection with the
grant of certain limited partnership units, such as PSUs, that may be granted
exchangeability to cover the withholding taxes owed by the unit holder upon such
exchange. This is an acceptable alternative to the common practice among public
companies of issuing the gross amount of shares to employees, subject to
cashless withholding of shares to pay applicable withholding taxes.

We have entered into various agreements with certain of our employees and
partners whereby these individuals receive loans, which may be either wholly or
in part repaid from the distribution earnings that the individual receives on
their limited partnership interests in BGC Holdings and Newmark Holdings. The
forgivable portion of these loans is recognized as compensation expense over the
life of the loan.

From time to time, we may also enter into agreements with employees and partners
to grant bonus and salary advances or other types of loans. These advances and
loans are repayable in the timeframes outlined in the underlying agreements. In
addition, we also enter into deferred compensation agreements with employees
providing services to us. The costs associated with such plans are generally
amortized over the period in which they vest. (See Note 30 - "Compensation" and
Note 31 - "Commitment and Contingencies", to our accompanying unaudited
condensed consolidated financial statements included in Part I, Item 1 of this
Quarterly Report on Form 10-Q).

Other Operating Expenses
We have various other operating expenses. We incur leasing, equipment and
maintenance expenses. We also incur selling and promotion expenses, which
include entertainment, marketing and travel-related expenses. We incur
communication expenses, professional and consulting fees for legal, audit and
other special projects, and interest expense related to short-term operational
funding needs, and notes payable and collateralized borrowings.

We pay fees to Cantor for performing certain administrative and other support,
including charges for occupancy of office space, utilization of fixed assets and
accounting, operations, human resources, legal services and technology
infrastructure support. Management believes that these charges are a reasonable
reflection of the utilization of services
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rendered. However, the expenses for these services are not necessarily
indicative of the expenses that would have been incurred if we had not obtained
these services from Cantor. In addition, these charges may not reflect the costs
of services we may receive from Cantor in the future.
Other Income (loss), Net
Other income (loss), net is comprised of the gains associated with the Earn-out
shares related to the Nasdaq Transaction and the movements related to the impact
of any realized and unrealized cash and non-cash mark-to-market gains or losses
related to the Nasdaq common shares held, and the Nasdaq Forwards. Additionally,
other income includes gains (losses) on cost and equity method investments which
represent our pro rata share of the net gains (losses) on investments over which
we have significant influence but which we do not control, and the
mark-to-market gains or losses on the non-marketable investments.

Provision for Income Taxes
We incur income tax expenses based on the location, legal structure, and
jurisdictional taxing authorities of each of our subsidiaries. Certain of the
Company's entities are taxed as U.S. partnerships and are subject to the
Unincorporated Business Tax (which we refer to as "UBT") in New York City. U.S.
federal and state income tax liability or benefit related to the partnership
income or loss, with the exception of UBT, rests with the partners (see Note 2 -
"Limited Partnership Interests in Newmark Holdings and BGC Holdings", to our
accompanying unaudited condensed consolidated financial statements included in
Part I, Item 1 of this Quarterly Report on Form 10-Q) rather than the
partnership entity. Our accompanying unaudited condensed consolidated financial
statements include U.S. federal, state and local income taxes on Newmark's
allocable share of the U.S. results of operations. Outside of the U.S., we
operate principally through subsidiary corporations subject to local income
taxes.


Results of Operations

The following table sets forth our unaudited condensed consolidated statements
of operations data expressed as a percentage of total revenues for the periods
indicated (in thousands):

                                                                   Three Months Ended June 30,                                                                       Six Months Ended June 30,
                                                      2022                                            2021                                             2022                                              2021
                                                             Percentage of                                    Percentage of                                     Percentage of                                    Percentage of
                                     Actual Results         Total Revenues           Actual Results          Total Revenues           Actual Results           Total Revenues           Actual Results          Total Revenues
Revenues:
Management services,
servicing fees and other            $     233,685                    30.9  %       $       219,509                    34.8  %       $    466,804                        32.6  %       $       407,259                    35.9  %
Leasing and other commissions             212,825                    28.2                  184,346                    29.3               411,778                        28.7                  331,779                    29.3
Investment sales                          209,053                    27.7                  142,233                    22.6               361,167                        25.2                  243,778                    21.5
Commercial mortgage
origination, net                           99,788                    13.2                   83,783                    13.3               193,850                        13.5                  151,035                    13.3
Total revenues                            755,351                   100.0                  629,871                   100.0             1,433,599                       100.0                1,133,851                   100.0
Expenses:
Compensation and employee
benefits                                  426,617                    56.5                  541,397                    86.0               809,201                        56.4                  830,471                    73.2
Equity-based compensation and
allocations of net income to
limited partnership units and
FPUs (1)                                   41,988                     5.6                  267,532                    42.5                58,886                         4.1                  281,780                    24.9
Total compensation and
employee benefits                         468,605                    62.0                  808,929                   128.4               868,087                        60.6                1,112,251                    98.1
Operating, administrative and
other                                     136,629                    18.1                  135,008                    21.4               274,500                        19.1                  242,183                    21.4
Fees to related parties                     6,748                     0.9                    5,782                     0.9                13,577                         0.9                   12,032                     1.1
Depreciation and amortization              38,925                     5.2                   30,868                     4.9                74,400                         5.2                   51,921                     4.6
Total operating expenses                  650,907                    86.2                  980,587                   155.7             1,230,564                        85.8                1,418,387                   125.1
Other income/(loss), net                  (15,303)                   (2.0)               1,086,812                   172.5              (101,304)                       (7.1)               1,084,602                    95.7
Income from operations                     89,141                    11.8                  736,096                   116.9               101,731                         7.1                  800,066                    70.6
Interest (expense) income,
net                                        (8,923)                   (1.2)                  (8,723)                   (1.4)              (16,793)                       (1.2)                 (17,536)                   (1.5)
Income before income taxes
and noncontrolling interests               80,218                    10.6                  727,373                   115.5                84,938                         5.9                  782,530                    69.0
Provision for income taxes                 18,426                     2.4                  142,182                    22.6                22,430                         1.6                  152,761                    13.5
Consolidated net income                    61,792                     8.2                  585,191                    92.9                62,508                         4.4                  629,769                    55.5


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Less: Net income attributable
to noncontrolling interests             13,273             1.8             145,447             23.1             13,627             1.0             156,920             13.8
Net income available to common
stockholders                          $ 48,519             6.4   %       $ 439,744             69.8   %       $ 48,881             3.4   %       $ 472,849             41.7   %

(1)The components of Equity-based compensation and allocations of net income to limited partnership units and FPUs are as follows (in thousands):

                                                                Three Months Ended June 30,                                                                         Six Months Ended June 30,
                                                   2022                                              2021                                             2022                                             2021
                                                            Percentage of                                    Percentage of                                   Percentage of                                     Percentage of
                                  Actual Results           Total Revenues           Actual Results          Total Revenues          Actual Results           Total Revenues           Actual Results           Total Revenues
Issuance of common stock and
exchangeability expenses        $    26,875                         3.6   %       $       242,324                   38.5   %       $    35,858                        2.5   %       $       243,542                    21.5   %
Allocations of net income to
limited partnership units
and FPUs                              7,787                         1.0                    14,293                    2.3                 7,933                        0.6                    24,926                     2.2
Limited partnership units
amortization                          1,760                         0.2                     6,466                    1.0                 5,034                        0.4                     5,866                     0.5
RSU amortization                      5,566                         0.7                     4,449                    0.7                10,061                        0.7                     7,446                     0.7
Equity-based compensation
and allocations of net
income to limited
partnership units and FPUs      $    41,988                         5.6   %       $       267,532                   42.5   %       $    58,886                        4.1   %       $       281,780                    24.9   %

Three months ended June 30, 2022 compared to the three months ended June 30, 2021

Revenues

Management Services, Servicing Fees and Other
Management services, servicing fees and other revenue increased by $14.2
million, or 6.5%, to $233.7 million for the three months ended June 30, 2022 as
compared to the three months ended June 30, 2021. Excluding pass-through
revenues, management services, servicing fee and other increased $37.3 million,
or 30.1%, to $161.1 million for the three months ended June 30, 2022 as compared
to the three months ended June 30, 2021. Revenues was driven by strong
improvements from servicing and other related revenues, as well as Valuation &
Advisory, property management, and flexible workspace.

Leasing and Other Commissions
Leasing and other commission revenues increased by $28.5 million, or 15.4%, to
$212.8 million for the three months ended June 30, 2022 as compared to the three
months ended June 30, 2021, due to increased demand across office and retail
property types.

Investment Sales
Investment sales revenue increased by $66.8 million, or 47.0%, to $209.1 million
for the three months ended June 30, 2022 as compared to the three months ended
June 30, 2021. Newmark's investment sales volumes increased by 58.6% to $26.1
billion, due to increased volume across most major property types.

Commercial Mortgage Origination, Net
Commercial mortgage origination, net activities, increased by $16.0 million, or
19.1%, to $99.8 million for the three months ended June 30, 2022 as compared to
the three months ended June 30, 2021. This growth was driven by total debt
volumes of $13.5 billion, an increase of 21.7% year over year, with activity
across most major property types.

Expenses

Compensation and Employee Benefits
Compensation and employee benefits expense decreased by $114.8 million, or
21.2%, to $426.6 million for the three months ended June 30, 2022 as compared to
the three months ended June 30, 2021. The decrease is primarily a result of
$187.8 million of compensation expense related to the 2021 Equity Event.

Equity-based compensation and allocations of net income to limited partnership
units and FPUs
Equity-based compensation and allocations of net income to limited partnership
units and FPUs decreased by $225.5 million, or 84.3%, to $42.0 million for the
three months ended June 30, 2022 as compared to the three months ended June 30,
2021. The decrease was primarily due to $240.8 million of equity-based
compensation expense related to the 2021 Equity Event.
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Operating, Administrative and Other
Operating, administrative and other expenses increased by $1.6 million, or 1.2%,
to $136.6 million for the three months ended June 30, 2022 as compared to the
three months ended June 30, 2021.

Fees to Related Parties
Fees to related parties increased by $1.0 million, or 16.7%, to $6.7 million,
for the three months ended June 30, 2022 as compared to the three months ended
June 30, 2021.

Depreciation and Amortization
Depreciation and amortization for the three months ended June 30, 2022 increased
by $8.1 million, or 26.1%, to $38.9 million as compared to the three months
ended June 30, 2021 due to changes in the MSR valuation allowance and fixed
asset and intangible asset amortization.

Other Income (loss), Net
Other income (loss), net in the three months ended June 30, 2022 was primarily
related to $15.5 million of mark-to- market losses on non-marketable
investments.

Other income (loss), net of $1,086.8 million in the three months ended June 30,
2021 was primarily related to $1,108.0 million of gains from the Nasdaq Earn-out
and $2.5 million of income from non-marketable investment.

Interest (Expense) Income, Net
Interest expense, net increased by $0.2 million, or 2.3%, to $8.9 million during
the three months ended June 30, 2022 as compared to the three months ended June
30, 2021.

Provision for Income Taxes
Provision for income taxes decreased by $123.8 million, to $18.4 million for the
three months ended June 30, 2022 as compared to the three months ended June 30,
2021. This decrease was primarily driven by the Nasdaq earn-out in 2021. In
general, our consolidated effective tax rate can vary from period to period
depending on, among other factors, the geographic and business mix of our
earnings.

Net income attributable to noncontrolling interests
Net income attributable to noncontrolling interests decreased by $132.2 million,
to $13.3 million for the three months ended June 30, 2022 as compared to the
three months ended June 30, 2021.

Six months ended June 30, 2022 compared to six months ended June 30, 2021

Revenues

Management Services, Servicing Fees and Other
Management services, servicing fees and other revenue increased by $59.5
million, or 14.6%, to $466.8 million for the six months ended June 30, 2022 as
compared to the six months ended June 30, 2021. Excluding pass-through revenues,
management services, servicing fee and other increased $92.5 million, or 41.3%,
to $316.4 million, for the six months ended June 30, 2022 as compared to the six
months ended June 30, 2021. The growth was driven by strong improvements from
servicing and other related revenues, as well as Valuation & Advisory, property
management, and flexible workspace.

Leasing and Other Commissions
Leasing and other commission revenues increased by $80.0 million, or 24.1%, to
$411.8 million for the six months ended June 30, 2022 as compared to the six
months ended June 30, 2021, due to increased demand across most major property
types.

Investment Sales
Investment sales revenue increased by $117.4 million, or 48.2%, to $361.2
million for the six months ended June 30, 2022 as compared to the six months
ended June 30, 2021. This was primarily due to a 60.2% year-over-year increase
in investment sales volume across most major property types.

Commercial Mortgage Origination, Net
Commercial mortgage origination activities, net increased by $42.8 million, or
28.3%, to $193.8 million for the six
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months ended June 30, 2022 as compared to the six months ended June 30, 2021. The increase was primarily due to higher origination volumes and product mix.

Expenses

Compensation and Employee Benefits
Compensation and employee benefits expense decreased by $21.3 million, or 2.6%,
to $809.2 million for the six months ended June 30, 2022 as compared to the six
months ended June 30, 2021. The decrease in the six months was due to the 2021
Equity Event offset by an increase in commission-based revenue due to higher
business activity and acquisitions.

Equity-based compensation and allocations of net income to limited partnership
units and FPUs
Equity-based compensation and allocations of net income to limited partnership
units and FPUs decreased by $222.9 million, or 79.1%, to $58.9 million for the
six months ended June 30, 2022 as compared to the six months ended June 30, 2021
as a result of the $240.8 million of equity-based compensation expense related
to the 2021 Equity Event.

Operating, Administrative and Other
Operating, administrative and other expenses increased by $32.3 million, or
13.3%, to $274.5 million for the six months ended June 30, 2022 as compared to
the six months ended June 30, 2021 due to increased pass-through expenses tied
to non-fee revenue growth and higher additional support and operational expenses
related to the resumption of normalized business activity on the part of us and
our clients, as well as from our acquisitions.

Fees to Related Parties
Fees to related parties increased by $1.5 million, or 12.8%, to $13.6 million
for the six months ended June 30, 2022 as compared to the six months ended June
30, 2021.

Depreciation and Amortization
Depreciation and amortization for the six months ended June 30, 2022 increased
by $22.5 million, or 43.3%, to $74.4 million as compared to the six months ended
June 30, 2021 due to changes in the MSR valuation allowance and fixed asset and
intangible amortization.

Other Income (loss), Net
Other income (loss), net of $101.3 million in the six months ended June 30, 2022
was primarily due to realized and unrealized losses from the sale of Nasdaq
shares and mark-to-market losses on non-marketable investments.

Other income (loss), net of $1,084.6 million in the six months ended June 30,
2021 was primarily related to the Nasdaq Earn-out net of mark-to-market loss on
the Nasdaq Forwards of $12.4 million.

Interest (Expense) Income, Net
Interest expense, net decreased by $0.7 million, or 4.2%, to $16.8 million
during the six months ended June 30, 2022 as compared to the six months ended
June 30, 2021.

Provision for Income Taxes
Provision for income taxes decreased by $130.3 million, to $22.4 million for the
six months ended June 30, 2022 as compared to the six months ended June 30,
2021. This decrease was primarily driven by the Nasdaq earn-out in 2021. In
general, our consolidated effective tax rate can vary from period to period
depending on, among other factors, the geographic and business mix of our
earnings.

Net income attributable to noncontrolling interests
Net income attributable to noncontrolling interests decreased by $143.3 million,
to $13.6 million for the six months ended June 30, 2022 as compared to the six
months ended June 30, 2021.

Financial Position, Liquidity and Capital Resources

Overview

The primary source of liquidity for our business is the cash on our balance sheet, cash flow provided by our operations, and the $600.0 million revolving credit facility.

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Our future capital requirements will depend on many factors, including our
growth, the expansion of our sales and marketing activities, our expansion into
other markets and our results of operations. To the extent that existing cash,
cash from operations and credit facilities are insufficient to fund our future
activities, we may need to raise additional funds through public equity or debt
financing. As of June 30, 2022, our long-term debt consists of our 6.125% Senior
Notes with a carrying amount of $546.5 million.

Financial Position
Total assets were $4.6 billion at June 30, 2022 and $5.2 billion at December 31,
2021.

Total liabilities were $3.1 billion at June 30, 2022 and $3.5 billion at December 31, 2021.

Liquidity

At June 30, 2022, we had cash and cash equivalents of $280.5 million.
Additionally, we have a $600.0 million undrawn revolving credit facility. We
expect to generate cash flows from operations to fund our business and to meet
our short-term liquidity requirements, which we define as the next twelve
months.


Long-term debt
Long-term debt consisted of the following (in thousands):

                                     June 30, 2022       December 31, 2021
                                          2022                  2021
              6.125% Senior Notes   $      546,502      $          545,239
              Credit Facility                    -                       -
              Total                 $      546,502      $          545,239



6.125% Senior Notes
On November 2, 2018, Newmark announced the pricing of an offering of $550.0
million aggregate principal amount of 6.125% Senior Notes due 2023, which closed
on November 6, 2018. The 6.125% Senior Notes were offered and sold in a private
offering exempt from the registration requirements under the Securities Act. The
6.125% Senior Notes are general senior unsecured obligations of Newmark. These
6.125% Senior Notes were priced at 98.94% to yield 6.375%. The 6.125% Senior
Notes bear an interest rate of 6.125% per annum, payable on each May 15 and
November 15, beginning on May 15, 2019 and will mature on November 15, 2023. The
6.125% Senior Notes were subsequently exchanged for notes with substantially
similar terms that were registered under the Securities Act.

Credit Facility
On November 28, 2018, Newmark entered into the Credit Agreement by and among
Newmark, the several financial institutions from time to time party thereto, as
Lenders, and Bank of America N.A., as administrative agent. The Credit Agreement
provided for a $250.0 million Credit Facility.

On February 26, 2020, Newmark entered into the Amended Credit Agreement,
increasing the size of the Credit Facility to $425.0 million and extending the
maturity date to February 26, 2023. The interest rate on the Credit Facility was
reduced to LIBOR plus 1.75% per annum, subject to a pricing grid linked to
Newmark's credit ratings from Standard & Poor's and Fitch.

On March 16, 2020, Newmark entered into the Second Amended Credit Agreement,
increasing the size of the Credit Facility to $465.0 million. The interest rate
on the amended Credit Facility is LIBOR plus 1.75% per annum, subject to a
pricing grid linked to Newmark's credit ratings from Standard & Poor's and
Fitch.

On March 10, 2022, Newmark entered into the A&R Credit Agreement, which amends
and restates the Credit Agreement, as amended. Pursuant to the A&R Credit
Agreement, the Lenders agreed to: (a) increase the amount available to the
Company under the Credit Facility to $600.0 million, (b) extend the maturity
date of the Credit Facility to March 10, 2025, and (c) improve pricing to 1.50%
per annum with respect to Term SOFR (as defined in the A&R Credit Agreement)
borrowings.

Borrowings under the Credit Facility bear interest at a per annum rate equal to,
at the Company's option, either (a) Term SOFR for interest periods of one or
three months, as selected by the Company, or upon the consent of all Lenders,
such
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other period that is 12 months or less (in each case, subject to availability),
as selected by the Company, plus an applicable margin, or (b) a base rate equal
to the greatest of (i) the federal funds rate plus 0.50%, (ii) the prime rate as
established by the Administrative Agent, and (iii) Term SOFR plus 1.00%, in each
case plus an applicable margin. The applicable margin will initially be 1.50%
with respect to Term SOFR borrowings in (a) above and 0.50% with respect to base
rate borrowings in (b) above. The applicable margin with respect to Term SOFR
borrowings in (a) above will range from 1.00% to 2.125% depending upon the
Company's credit rating, and with respect to base rate borrowings in (b) above
will range from 0.00% to 1.125% depending upon the Company's credit rating. The
A&R Credit Agreement also provides for certain upfront and arrangement fees and
for an unused facility fee.

Cantor Credit Agreement
On November 30, 2018, Newmark entered into an unsecured credit agreement with
Cantor. The Cantor Credit Agreement provides for each party to issue loans to
the other party in the lender's discretion. Pursuant to the Cantor Credit
Agreement, the parties and their respective subsidiaries (with respect to CFLP,
other than BGC and its subsidiaries) may borrow up to an aggregate principal
amount of $250.0 million from each other from time to time at an interest rate
which is the higher of CFLP's or Newmark's short-term borrowing rate then in
effect, plus 1.0%. As of June 30, 2022, and December 31, 2021 there were no
borrowings outstanding under the Cantor Credit Agreement.

Master Repurchase Agreement
On August 2, 2021, a subsidiary of Newmark, Newmark OpCo, entered into the
Repurchase Agreement with CF Secured, an affiliate of Cantor, pursuant to which
Newmark could seek, from time-to-time, to execute short-term secured financing
transactions. For additional information regarding this agreement, see Note 27 -
"Related Party Transactions" to our accompanying unaudited condensed
consolidated financial statements included in Part I, Item 1 of this Quarterly
Report on Form 10-Q.

Warehouse Facilities Collateralized by U.S. Government Sponsored Enterprises
As of June 30, 2022, Newmark had $1.5 billion of committed loan funding and
$300.0 million of uncommitted loan funding available through three commercial
banks and an uncommitted $400.0 million Fannie Mae loan repurchase facility.
Consistent with industry practice, these warehouse facilities are short-term,
requiring annual renewal. These warehouse facilities are collateralized by an
assignment of the underlying mortgage loans originated under its various lending
programs and third-party purchase commitments and are recourse only to our
wholly-owned subsidiary, Berkeley Point Capital, LLC. As of June 30, 2022 and
December 31, 2021, respectively, we had $0.8 billion and $1.1 billion
outstanding under "Warehouse facilities collateralized by U.S. Government
Sponsored Enterprises" on our accompanying unaudited condensed consolidated
balance sheets.

Cash Flows
Cash flows from operations excluding activity from loan originations and sales,
net were as follows (in thousands):

                                                                      Six Months Ended June
                                                                               30,
                                                                                   2022                 2021
Net cash provided by operating activities                                     $   339,034          $    785,142
Add back:
Loan originations - loans held for sale                                         3,811,260             3,283,534
Loan sales - loans held for sale                                               (4,046,373)           (3,960,169)
Unrealized gains on loans held for sale                                            11,827                 5,821

Net cash provided by (used in) operating activities excluding activity from loan originations and sales (1)

$ 115,748 $ 114,328

(1) Includes payments for corporate taxes in the amount of $68.5 million, and $18.7 million, for the six months ended June 30, 2022 and 2021, respectively.

Cash Flows for the Six Months Ended June 30, 2022
For the six months ended June 30, 2022, we generated $339.0 million of cash from
operations. Excluding activity from loan originations and sales, cash from
operating activities for the six months ended June 30, 2022 was $115.7 million.
Cash provided by investing activities was $353.3 million, primarily related to
$437.8 million of proceeds from the sale of Nasdaq shares. Cash used in
financing activities of $603.7 million primarily related to net principal
payments on warehouse facilities of $216.1 million, $140.0 million related to
repurchase agreements and securities loaned, and $175.9 million of treasury
stock repurchases.

Cash Flows for the Six Months Ended June 30, 2021

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For the six months ended June 30, 2021, we generated $785.1 million of cash from
operations. However, excluding activity from loan originations and sales, net
cash generated from operating activities for the six months ended June 30, 2021
was $114.3 million. We had consolidated net income of $629.8 million,
$770.6 million of negative adjustments to reconcile net income to net cash
provided by operating activities (excluding activity from loan originations and
sales) and $255.2 million of positive changes in operating assets and
liabilities. The negative adjustment to reconcile the net income to net cash
provided by operating activities was primarily the result of $1,108 million from
the Nasdaq Earn-out. offset by equity-based compensation of $296.1 million. The
positive change in operating assets and liabilities included $33.7 million of
decrease in loans, forgivable loans and other receivables from employees, a
$31.2 million increases in receivables, net, a decrease in other assets of $82.9
million, a $123.4 million increase in accounts payable, accrued expenses and
other liabilities, a $118.9 million increase in accrued compensation and an
decrease in payable to related parties of $4.7 million. Cash used in investing
activities was $14.2 million, primarily related to $43.5 million of payments for
acquisitions, net of cash acquired, partially offset by $35.4 million of
proceeds from the sale of marketable securities. Cash used in financing
activities of $791.7 million primarily related to $651.0 million of net
repayments on the warehouse facilities collateralized by U.S. Government
Sponsored Enterprises, $37.4 million of payments to Deutsche Bank related to
Berkeley Point, $33.3 million for repayment of securities loaned, $11.4 million
in earning distributions to limited partnership interests and other
noncontrolling interests, and $3.7 million in dividends to stockholders.

Credit Ratings

As of June 30, 2022, our public long-term credit ratings and associated outlooks are as follows:

                                                   Rating       Outlook
                    Fitch Ratings Inc.              BBB-        Stable
                    JCRA                            BBB+        Stable
                    Kroll Bond Rating Agency        BBB-        Stable
                    Standard & Poor's               BB+        Positive



Credit ratings and associated outlooks are influenced by several factors,
including but not limited to: operating environment, earnings and profitability
trends, the prudence of funding and liquidity management practices, balance
sheet size/composition and resulting leverage, cash flow coverage of interest,
composition and size of the capital base, available liquidity, outstanding
borrowing levels and the firm's competitive position in the industry. A credit
rating and/or the associated outlook can be revised upward or downward at any
time by a rating agency if such rating agency decides that circumstances warrant
such a change. Any reduction in our credit ratings and/or the associated outlook
could adversely affect the availability of debt financing on terms acceptable to
us, as well as the cost and other terms upon which we are able to obtain any
such financing. In addition, credit ratings and associated outlooks may be
important to customers or counterparties when we compete in certain markets and
when we seek to engage in certain transactions. In connection with certain
agreements, interest rates on our notes may incur increases of up to 2% in the
event of a credit ratings downgrade.

Regulatory Requirements
Newmark is subject to various capital requirements in connection with
seller/servicer agreements that Newmark has entered into with the various GSEs.
Failure to maintain minimum capital requirements could result in Newmark's
inability to originate and service loans for the respective GSEs and could have
a direct material adverse effect on our accompanying unaudited condensed
consolidated financial statements. As of June 30, 2022, Newmark has met all
capital requirements. As of June 30, 2022, the most restrictive capital
requirement was Fannie Mae's net worth requirement. Newmark exceeded the minimum
requirement by $411.1 million.

Certain of Newmark's agreements with Fannie Mae allow Newmark to originate and
service loans under Fannie Mae's Delegated Underwriting and Servicing ("DUS")
Program. These agreements require Newmark to maintain sufficient collateral to
meet Fannie Mae's restricted and operational liquidity requirements based on a
pre-established formula. Certain of Newmark's agreements with Freddie Mac allow
Newmark to service loans under Freddie Mac's Targeted Affordable Housing ("TAH")
Program. These agreements require Newmark to pledge sufficient collateral to
meet Freddie Mac's liquidity requirement of 8% of the outstanding principal of
TAH loans serviced by Newmark. As of June 30, 2022 and December 31, 2021,
Newmark has met all liquidity requirements.

In addition, as a servicer for Fannie Mae, the Government National Mortgage
Association ("Ginnie Mae") and FHA, Newmark is required to advance to investors
any uncollected principal and interest due from borrowers. As of June 30, 2022
and December 31, 2021, outstanding borrower advances were $1.2 million and $0.9
million, respectively, and are included in "Other assets" in our accompanying
unaudited condensed consolidated balance sheets.

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On September 9, 2019, the U.S. Department of the Treasury issued a Housing
Reform Plan (the "Plan") in response to a March 27, 2019 Presidential Memorandum
soliciting reforms in the housing financing system designed to minimize taxpayer
exposure to future bailouts. The primary recommendations of the Plan are: (i)
that existing government support for the secondary markets should be explicitly
defined, tailored and paid for; (ii) that the GSEs' conservatorship should come
to an end; (iii) the implementation of reforms necessary to ensure that the
GSEs, and any successors, are appropriately capitalized to withstand a severe
economic downturn and that shareholders and unsecured creditors, rather than
U.S. taxpayers, bear the losses; (iv) that the GSEs should continue to support
affordable housing at a reasonable economic return that may be less than the
return earned on other activities; (v) that the FHFA and the U.S. Department of
Housing and Urban Development should clearly define the appropriate roles and
overlap between the GSEs and the Federal Housing Administration so as to avoid
duplication and (vi) that measures should be implemented to "level the playing
field" between the GSEs and private sector competitors. Additionally, in
September 2019, FHFA announced a cap of $200 billion as the maximum volume for
combined Fannie Mae and Freddie Mac multifamily volume through the end of 2020,
of which 37.5% must meet certain affordability requirements. The foregoing
proposals may have the effect of impacting the volume of business that we may do
with Fannie Mae and Freddie Mac. Additionally, the potential increase in our
proportion of affordable business and the potential implementation of a fee to
be charged in connection with the government's offer of a guarantee may alter
the economics of the business and, accordingly, may impact our financial
results.

See "Business-Regulation" in Part I, Item 1 of this Quarterly Report on Form 10-Q for information related to our regulatory environment.

Equity

Repurchase Program
On February 10, 2022, our Board increased its authorized share repurchases of
Newmark Class A Common stock and purchases of limited partnership interests in
Newmark's subsidiaries to $400.0 million. This authorization includes
repurchases of shares or purchase of units from executive officers, other
employees and partners, including of BGC and Cantor, as well as other affiliated
persons or entities. From time to time, Newmark may actively continue to
repurchase shares and/or purchase units. During the six months ended June 30,
2022, Newmark repurchased 13,053,518 shares of Class A common stock, at an
average price of $13.47. As of June 30, 2022, Newmark had $252.2 million
remaining from its share repurchase and unit purchase authorization.

The following table details Newmark's unit redemptions and share repurchases for
cash, under the new program, and does not include unit redemptions and/or
cancellations in connection with the grant of shares Newmark's Class A common
stock. The gross unit redemptions and share repurchases of Newmark's Class A
common stock during the six months ended June 30, 2022 were as follows (in
thousands except units, shares and per share amounts):
                                                                                   Approximate
                                                                                  Dollar Value
                                                                                  of Units and
                                                                                   Shares That
                                                                                   May Yet Be
                                              Total                Average        Repurchased/
                                            Number of            Price Paid         Purchased
                                             Shares               per Unit         Under the
                                      Repurchased/Purchased       or Share           Program

 Repurchases
 January 1, 2022 - March 31, 2022         1,682,871             $     18.35
 April 2022                               6,025,762             $     13.96
 May 2022                                 4,544,224             $     11.82
 June 2022                                  800,661             $      9.03

 Total Repurchases                       13,053,518             $     13.47      $     252,192



In addition to the repurchases in the table above, during the three months ended
March 31, 2022, Mr. Lutnick purchased an aggregate of 503,500 shares of
Newmark's Class A common stock at an average price of $16.92. On May 23, 2022,
he purchased 227,000 shares at an average price of $10.83. On June 14, 2022, he
purchased 329,000 shares at an average price of $9.11.

Fully Diluted Share Count
Our fully diluted weighted-average share count follows (in thousands):
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                                                        June 30,
                                                  2022              2021
               Common stock outstanding(1)      186,401           184,190
               Partnership units(2)              57,576            83,337
               RSUs (Treasury stock method)       4,475             3,582
               Newmark exchange shares            2,005             1,195

               Total(3)                         250,457           272,304


(1)Common stock consisted of Class A shares and Class B shares. For the six
months ended June 30, 2022, the weighted-average number of Class A shares was
165.1 million shares and Class B shares was 21.3 million that were included in
our fully diluted EPS computation because the conditions for issuance had been
met by the end of the period.

(2)Partnership units collectively include FPUs, limited partnership units, and
Cantor units, (see Note 2 - "Limited Partnership Interests in Newmark Holdings
and BGC Holdings", to our Consolidated Financial Statements in Part I, Item 1 of
this Quarterly Report on Form 10-Q for more information). In general, these
partnership units are potentially exchangeable into shares of Newmark Class A
common stock. In addition, partnership units held by Cantor are generally
exchangeable into shares of Newmark Class A common stock and/or for up to 24.7
million shares of Newmark Class B common stock. These partnership units also
generally receive quarterly allocations of net income, after the deduction of
the Preferred Distribution, based on their weighted-average pro rata share of
economic ownership of the operating subsidiaries. As a result, these partnership
units are included in the fully diluted share count calculation shown above.

(3)For the six months ended June 30, 2022, the weighted-average share count did
not include any potentially anti-dilutive securities, which were excluded in the
computation of fully diluted earnings per share.


Our fully diluted period-end (spot) share count were as follows (in thousands):
                                                      June 30,
                                                2022              2021
                 Common stock outstanding     181,288           201,022
                 Partnership units             58,238            49,654
                 Newmark RSUs                   3,067                 -
                 Newmark exchange shares        2,155             1,175
                 Other                            378                 -
                 Total                        245,126           251,851



Contingent Payments Related to Acquisitions
Newmark completed acquisitions for which there is contingent cash consideration
of $19.3 million. The contingent cash liability is recorded at fair value as
deferred consideration on our accompanying unaudited condensed consolidated
balance sheets.

Equity Method Investments
Newmark has an investment in Real Estate LP, a joint venture with Cantor in
which Newmark has a less than majority ownership and has the ability to exert
significant influence over the operating and financial policies. As of June 30,
2022, Newmark had $88.3 million in this equity method investment, which
represents a 27% ownership in Real Estate LP. Newmark holds a redemption option
in which Real Estate LP will redeem in full Newmark's investment in Real Estate
LP in exchange for Newmark's capital account balance in Real Estate LP as of
such time. On July 20, 2022, Newmark exercised this redemption option and
expects to receive approximately $88.4 million from Cantor on or prior to July
20, 2023.

Registration Statements

On March 28, 2019, we filed a registration statement on Form S-3 pursuant to
which CF&Co may make offers and sales of our 6.125% Senior Notes in connection
with ongoing market-making transactions which may occur from time to time. Such
market-making transactions in these securities may occur in the open market or
may be privately negotiated at prevailing market prices at a time of resale or
at related or negotiated prices. Neither CF&Co, nor any of our affiliates, has
any obligation to make a market in our securities, and CF&Co or any such other
affiliate may discontinue market-making activities at any time without notice.
Newmark does not receive any proceeds from market-making activities in these
securities by CF&Co (or any of its affiliates). This registration statement
expired in March 2022. On March 25, 2022, we filed a new market making
Registration Statement on Form S-3 to replace the one that was expiring.
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We have an effective registration statement on Form S-4, with respect to the
offer and sale of up to 20.0 million shares of our Class A common stock from
time to time in connection with business combination transactions, including
acquisitions of other businesses, assets, properties or securities. As of June
30, 2022, we have issued 1.7 million shares of our Class A common stock under
this registration statement.

As of June 30, 2022 and December 31, 2021, Newmark was committed to fund
approximately $0.3 billion and $0.3 billion, respectively, which is the total
remaining draws on construction loans originated by Newmark under the Housing
and Urban Development ("HUD") 221(d)4, 220 and 232 programs, rate locked loans
that have not been funded, and forward commitments, as well as the funding for
Fannie Mae structured transactions. Newmark also has corresponding commitments
to sell these loans to various purchasers as they are funded.

Derivative Suit

On August 5, 2022, Robert Garfield filed a complaint in the Delaware Court of
Chancery, captioned Robert Garfield v. Howard W. Lutnick, et al. (Case
No.2022-0687), against the members of the Board and Mr. Lutnick in his capacity
as Chairman of the Board and controlling stockholder. This derivative complaint
alleges that in connection with the December 2021 bonus award, payable over a
3-year period, granted to Mr. Lutnick, that: (i) the Board breached its
fiduciary duty, (ii) neither the award nor the approval process employed by the
Compensation Committee were entirely fair to the Company and its stockholders,
and (iii) the members of the Compensation Committee did not exercise independent
judgment. The complaint alleges that Mr. Lutnick breached his fiduciary duty as
Chairman and controlling shareholder by forcing the Company to grant the award
and by accepting it. The complaint seeks rescission of the award and other
compensation, as well as damages and other relief. The Company's position is
that the award was properly approved by the Compensation Committee comprised of
independent directors (which does not include Mr. Lutnick) after careful
consideration of his contributions to the Company, including the Company's
superior financial results, and following an extensive process that included
advice from independent legal counsel and an independent compensation
consultant. The Company believes the lawsuit has no merit. However, as with any
litigation, the outcome cannot be determined with certainty.

Critical Accounting Policies and Estimates
The preparation of our accompanying unaudited condensed consolidated financial
statements in conformity with U.S. GAAP guidance requires management to make
estimates and assumptions that affect the reported amounts of the assets and
liabilities, revenues and expenses, and the disclosure of contingent assets and
liabilities in our accompanying unaudited condensed consolidated financial
statements. These accounting estimates require the use of assumptions about
matters, some which are highly uncertain at the time of estimation. To the
extent actual experience differs from the assumptions used, our accompanying
unaudited condensed consolidated balance sheets, consolidated statements of
operations and consolidated statements of cash flows could be materially
affected. We believe that of our significant accounting policies, the following
policies involve a higher degree of judgment and complexity.

Revenue Recognition
We derive our revenues primarily through commissions from brokerage services,
commercial mortgage origination, net, revenues from real estate management
services, servicing fees and other revenues. Revenue from contracts with
customers is recognized when, or as, we satisfy our performance obligations by
transferring the promised goods or services to the customers as determined by
when, or as, the customer obtains control of that good or service. A performance
obligation may be satisfied over time or at a point in time. Revenue from a
performance obligation satisfied over time is recognized by measuring our
progress in satisfying the performance obligation as evidenced by the transfer
of the goods or services to the customer. Revenue from a performance obligation
satisfied at a point in time is recognized at the point in time when the
customer obtains control over the promised good or service.

The amount of revenue recognized reflects the consideration we expect to be
entitled to in exchange for those promised goods or services (i.e., the
"transaction price"). In determining the transaction price, we consider
consideration promised in a contract that includes a variable amount, referred
to as variable consideration, and estimate the amount of consideration due to
us. Additionally, variable consideration is included in the transaction price
only to the extent that it is probable that a significant reversal in the amount
of cumulative revenue recognized will not occur. In determining when to include
variable consideration in the transaction price, we consider all information
(historical, current and forecast) that is available, including the range of
possible outcomes, the predictive value of past experiences, the time period of
when uncertainties expect to be resolved and the amount of consideration that is
susceptible to factors outside of our influence.

We also use third-party service providers in the provision of its services to
customers. In instances where a third-party service provider is used, we perform
an analysis to determine whether we are acting as a principal or an agent with
respect to the services provided. To the extent that we are acting as a
principal, the revenue and the expenses incurred are recorded on a
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gross basis. In instances where we are acting as an agent, the revenue and expenses are presented on a net basis within the revenue line item.

In some instances, we perform services for customers and incur out-of-pocket
expenses as part of delivering those services. Our customers agree to reimburse
us for those expenses, and those reimbursements are part of the contract's
transaction price. Consequently, these expenses and the reimbursements of such
expenses from the customer are presented on a gross basis because the services
giving rise to the out-of-pocket expenses do not transfer a good or service. The
reimbursements are included in the transaction price when the costs are
incurred, and the reimbursements are due from the customer.

MSRs, Net
We initially recognize and measure the rights to service mortgage loans at fair
value and subsequently measure them using the amortization method. We recognize
rights to service mortgage loans as separate assets at the time the underlying
originated mortgage loan is sold, and the value of those rights is included in
the determination of the gains on loans held for sale. Purchased MSRs, including
MSRs purchased from CCRE, are initially recorded at fair value, and subsequently
measured using the amortization method.

We receive up to a 3-basis point servicing fee and/or up to a 1-basis point
surveillance fee on certain Freddie Mac loans after the loan is securitized in a
Freddie Mac pool ("Freddie Mac Strip"). The Freddie Mac Strip is also recognized
at fair value and subsequently measured using the amortization method, but is
recognized as a MSR at the securitization date.

MSRs are assessed for impairment, at least on an annual basis, based upon the
fair value of those rights as compared to the amortized cost. Fair values are
estimated using a valuation model that calculates the present value of the
future net servicing cash flows. In using this valuation method, we incorporate
assumptions that management believes market participants would use in estimating
future net servicing income. The fair value estimates are sensitive to
significant assumptions used in the valuation model such as prepayment rates,
cost of servicing, escrow earnings rates, discount rates and servicing
multiples, which are affected by expectations about future market or economic
conditions derived, in part, from historical data. It is reasonably possible
that such estimates may change. We amortize the MSRs in proportion to, and over
the period of, the projected net servicing income. For purposes of impairment
evaluation and measurement, we stratify MSRs based on predominant risk
characteristics of the underlying loans, primarily by investor type (Fannie
Mae/Freddie Mac, FHA/GNMA, CMBS and other). To the extent that the carrying
value exceeds the fair value of a specific MSR strata, a valuation allowance is
established, which is adjusted in the future as the fair value of MSRs increases
or decreases. Reversals of valuation allowances cannot exceed the previously
recognized impairment up to the amortized cost.

Equity-Based and Other Compensation
Discretionary Bonus: A portion of our compensation and employee benefits expense
comprises discretionary bonuses, which may be paid in cash, equity, partnership
awards or a combination thereof. We accrue expense in a period based on revenues
in that period and on the expected combination of cash, equity and partnership
units. Given the assumptions used in estimating discretionary bonuses, actual
results may differ.

Restricted Stock Units: We account for equity-based compensation under the fair
value recognition provisions of U.S. GAAP guidance. Restricted stock units
(which we refer to as "RSUs") provided to certain employees are accounted for as
equity awards, and in accordance with U.S. GAAP guidance, we are required to
record an expense for the portion of the RSUs that is ultimately expected to
vest. Further, U.S. GAAP guidance requires forfeitures to be estimated at the
time of grant and revised, if necessary, in subsequent periods if actual
forfeitures differ from those estimates. Because significant assumptions are
used in estimating employee turnover and associated forfeiture rates, actual
results may differ from our estimates under different assumptions or conditions.

The fair value of RSU awards to employees is determined on the date of grant,
based on the fair value of our Class A common stock. Generally, RSUs granted by
us as employee compensation do not receive dividend equivalents; as such, we
adjust the fair value of the RSUs for the present value of expected forgone
dividends, which requires us to include an estimate of expected dividends as a
valuation input. This grant-date fair value is amortized to expense ratably over
the awards' vesting periods. For RSUs with graded vesting features, we have made
an accounting policy election to recognize compensation cost on a straight-line
basis. The amortization is reflected as non-cash equity-based compensation
expense in our accompanying unaudited condensed consolidated statements of
operations.

Restricted Stock: Restricted stock provided to certain employees is accounted
for as an equity award, and as per U.S. GAAP guidance, we are required to record
an expense for the portion of the restricted stock that is ultimately expected
to vest. We have granted restricted stock that is not subject to continued
employment or service; however, transferability is subject to compliance with
our and our affiliates' customary non-compete obligations. Such shares of
restricted stock are generally
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saleable by partners in 5 to 10 years. Because the restricted stock is not
subject to continued employment or service, the grant-date fair value of the
restricted stock is expensed on the date of grant. The expense is reflected as
non-cash equity-based compensation expense in our accompanying unaudited
condensed consolidated statements of operations.

Limited Partnership Units: Limited partnership units in Newmark Holdings and BGC
Holdings are held by Newmark employees and receive quarterly allocations of net
income and are generally contingent upon services being provided by the unit
holders. As discussed above, preferred units in Newmark Holdings and BGC
Holdings are not entitled to participate in partnership distributions other than
with respect to a distribution at a rate of either 0.6875% (which is 2.75% per
calendar year) or such other amount as set forth in the award documentation. The
quarterly allocations of net income to such limited partnership units are
reflected as a component of compensation expense under "Equity-based
compensation and allocations of net income to limited partnership units and
FPUs" in our accompanying unaudited condensed consolidated statements of
operations.

Certain of these limited partnership units entitle the holders to receive
post-termination payments equal to the notional amount in four equal yearly
installments after the holder's termination. These limited partnership units are
accounted for as post-termination liability awards under U.S. GAAP guidance,
which requires that Newmark record an expense for such awards based on the
change in value at each reporting period and include the expense in our
accompanying unaudited condensed consolidated statements of operations as part
of "Equity-based compensation and allocations of net income to limited
partnership units and FPUs." The liability for limited partnership units with a
post-termination payout is included in "Other long-term liabilities" on our
accompanying unaudited condensed consolidated balance sheets.

Certain limited partnership units held by Newmark employees are granted
exchangeability into Class A common stock or may be redeemed in connection with
the grant of shares of Class A common stock. At the time exchangeability is
granted, or the shares are issued, Newmark recognizes an expense based on the
fair value of the award on that date, which is included in "Equity-based
compensation and allocations of net income to limited partnership units and
FPUs" in our accompanying unaudited condensed consolidated statements of
operations.

Employee Loans: We have entered into various agreements with certain of our
employees and partners whereby these individuals receive loans that may be
either wholly or in part repaid from distributions that the individuals receive
on some or all of their limited partnership interests or may be forgiven over a
period of time. Cash advance distribution loans are documented in formal
agreements and are repayable in timeframes outlined in the underlying
agreements. We intend for these advances to be repaid in full from the future
distributions on existing and future awards granted. The allocations of net
income to the awards are treated as compensation expense and the proceeds from
distributions are used to repay the loan. The forgivable portion of any loans is
recognized as compensation expense in our accompanying unaudited condensed
consolidated statements of operations over the life of the loan. We review the
loan balances each reporting period for collectability. If we determine that the
collectability of a portion of the loan balances is not expected, we recognize a
reserve against the loan balances. Actual collectability of loan balances may
differ from our estimates. As of June 30, 2022 and December 31, 2021, the
aggregate balance of employee loans, net of reserve, was $478.4 million and
$453.3 million, respectively, and is included as "Loans, forgivable loans and
other receivables from employees and partners, net" in our accompanying
unaudited condensed consolidated balance sheets. Compensation expense for the
above-mentioned employee loans three and six months ended June 30, 2022, was
$20.7 million and $39.6 million, respectively, compared with $19.5 million and
$36.8 million, respectively, for the three and six months ended June 30, 2021.
The compensation expense related to these loans was included as part of
"Compensation and employee benefits" in our accompanying unaudited condensed
consolidated statements of operations.

Goodwill

Goodwill is the excess of the purchase price over the fair value of identifiable
net assets acquired in a business combination. As prescribed in U.S. GAAP
guidance, Intangibles - Goodwill and Other Intangible Assets, goodwill is not
amortized, but instead is periodically tested for impairment. We review goodwill
for impairment on an annual basis during the fourth quarter of each fiscal year
or whenever an event occurs, or circumstances change that could reduce the fair
value of a reporting unit below its carrying amount.

When reviewing goodwill for impairment, we first assess qualitative factors to
determine whether it is more likely than not that the fair value of a reporting
unit is less than its carrying amount, including goodwill. If the results of the
qualitative assessment indicate that it is more likely than not that the fair
value of a reporting unit is less than its carrying amount, or if we choose to
bypass the qualitative assessment, we perform a quantitative goodwill impairment
analysis as follows.

The quantitative goodwill impairment test, used to identify both the existence
of impairment and the amount of impairment loss, compares the fair value of a
reporting unit with its carrying amount, including goodwill. If the carrying
amount of a reporting unit exceeds its fair value, an impairment loss should be
recognized in an amount equal to that excess,
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limited to the total amount of goodwill allocated to that reporting unit. If the
estimated fair value of a reporting unit exceeds its carrying value, goodwill is
deemed not to be impaired. To estimate the fair value of the reporting unit, we
use a discounted cash flow model and data regarding market comparables. The
valuation process requires significant judgment and involves the use of
significant estimates and assumptions. These assumptions include cash flow
projections, estimated cost of capital and the selection of peer companies and
relevant multiples. Because significant assumptions and estimates are used in
projecting future cash flows, choosing peer companies and selecting relevant
multiples, actual results may differ from our estimates under different
assumptions or conditions.

Credit Losses
The CECL methodology, which became effective on January 1, 2020, requires us to
estimate lifetime expected credit losses by incorporating historical loss
experience, as well as current and future economic conditions over a reasonable
and supportable period beyond the balance sheet date. The adoption of CECL
resulted in the recognition of reserves relating to our loss sharing guarantee
provided to Fannie Mae under the DUS Program which was previously accounted for
under the incurred loss model, which generally required that a loss be incurred
before it was recognized. Additional reserves were recognized for our
receivables from customers including certain employee receivables carried at
amortized cost.

The expected credit loss is modeled based on our historical loss experience
adjusted to reflect current conditions. A significant amount of judgment is
required in the determination of the appropriate reasonable and supportable
period, the methodology used to incorporate current and future macroeconomic
conditions, determination of the probability of and exposure at default, all of
which are ultimately used in measuring the quantitative components of our
reserves. Beyond the reasonable and supportable period, we estimate expected
credit losses using our historical loss rates. We also consider whether to
adjust the quantitative reserves for certain external and internal qualitative
factors, which consequentially may increase or decrease the reserves for credit
losses and receivables. In order to estimate credit losses, assumptions about
current and future economic conditions are incorporated into the model using
multiple economic scenarios that are weighted to reflect the conditions at each
measurement date.

During the six months ended June 30, 2022, there was a decrease of $0.1 million
in our reserves. These reserves were based on macroeconomic forecasts are
critical inputs into our model and material movements in variables such as, the
U.S. unemployment rate and U.S. GDP growth rate could significantly affect our
estimated expected credit losses. These macroeconomic forecasts, under different
conditions or using different assumptions or estimates could result in
significantly different changes in reserves for credit losses. It is difficult
to estimate how potential changes in specific factors might affect the overall
reserves for credit losses and current results may not reflect the potential
future impact of macroeconomic forecast changes.

Income Taxes
Newmark accounts for income taxes using the asset and liability method as
prescribed in U.S. GAAP guidance, Income Taxes. Deferred tax assets and
liabilities are recognized for the future tax consequences attributable to basis
differences between our accompanying unaudited condensed consolidated financial
statement carrying amounts of existing assets and liabilities and their
respective tax basis. Certain of Newmark's entities are taxed as U.S.
partnerships and are subject to UBT in New York City. Therefore, the tax
liability or benefit related to the partnership income or loss except for UBT
rests with the partners, rather than the partnership entity. As such, the
partners' tax liability or benefit is not reflected in our accompanying
unaudited condensed consolidated financial statements. The tax-related assets,
liabilities, provisions or benefits included in our accompanying unaudited
condensed consolidated financial statements also reflect the results of the
entities that are taxed as corporations, either in the U.S. or in foreign
jurisdictions.

Newmark provides for uncertain tax positions based upon management's assessment
of whether a tax benefit is more likely than not to be sustained upon
examination by tax authorities. Management is required to determine whether a
tax position is more likely than not to be sustained upon examination by tax
authorities, including resolution of any related appeals or litigation
processes, based on the technical merits of the position. Because significant
assumptions are used in determining whether a tax benefit is more likely than
not to be sustained upon examination by tax authorities, actual results may
differ from Newmark's estimates under different assumptions or conditions.
Newmark recognizes interest and penalties related to uncertain tax positions in
"Provision for income taxes" in our accompanying unaudited condensed
consolidated statements of operations.

A valuation allowance is recorded against deferred tax assets if it is deemed
more likely than not that those assets will not be realized. In assessing the
need for a valuation allowance, Newmark considers all available evidence,
including past operating results, the existence of cumulative losses in the most
recent fiscal years, estimates of future taxable income and the feasibility of
tax planning strategies.

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The measurement of current and deferred income tax assets and liabilities is
based on provisions of enacted tax laws and involves uncertainties in the
application of tax regulations in the U.S. and other tax jurisdictions. Because
Newmark's interpretation of complex tax law may impact the measurement of
current and deferred income taxes, actual results may differ from these
estimates under different assumptions regarding the application of tax law.

Derivative Financial Instruments
We have loan commitments to extend credit to third parties. The commitments to
extend credit are for mortgage loans at a specific rate (rate lock commitments).
These commitments generally have fixed expiration dates or other termination
clauses and may require a fee. We are committed to extend credit to the
counterparty as long as there is no violation of any condition established in
the commitment contracts.

We simultaneously enter into an agreement to deliver such mortgages to third-party investors at a fixed price ("forward sale contracts").

Both the commitment to extend credit and the forward sale commitment qualify as
derivative financial instruments. We recognize all derivatives on our
accompanying unaudited condensed consolidated balance sheets as assets or
liabilities measured at fair value. The change in the derivatives fair value is
recognized in current period earnings.

Newmark entered into variable postpaid forward contracts as a result of the
Nasdaq Forwards. These contracts qualify as derivative financial instruments.
The Nasdaq Forwards provide Newmark with the ability to redeem the EPUs for
Nasdaq stock, and as these instruments are not legally detachable, they
represent single financial instruments. The financial instruments' EPU
redemption feature for Nasdaq shares is not clearly and closely related to the
economic characteristics and risks of Newmark's EPU equity host instruments,
and, therefore, it represents an embedded derivative that is required to be
bifurcated and recorded at fair value on our accompanying unaudited condensed
consolidated balance sheets, with all changes in fair value recorded as a
component of "Other income (loss), net" on our accompanying unaudited condensed
consolidated statements of operations. See Note 11 - "Derivatives", to our
accompanying unaudited condensed consolidated financial statements in Part I,
Item 1 of this Quarterly Report on Form 10-Q for additional information.

Recent Accounting Pronouncements
See Note 1 - "Organization and Basis of Presentation", to our accompanying
unaudited condensed consolidated financial statements in Part I, Item 1 of this
Quarterly Report on Form 10-Q, for information regarding recent accounting
pronouncements.

Capital Deployment Priorities, Dividend Policy and Repurchase and Redemption Program

Our near-term capital allocation priorities are to return capital to stockholders through share and unit repurchases and to invest in growth and margin expansion at attractive returns.

Traditionally, our dividend policy provided that we expect to pay a quarterly
cash dividend to our common stockholders based on our post-tax Adjusted Earnings
per fully diluted share. Please see below for a detailed definition of post-tax
Adjusted Earnings per fully diluted share. Beginning in the first quarter of
2020, and for all of the quarterly periods in 2020 and 2021, the Board reduced
the quarterly dividend to $0.01 per share out of an abundance of caution in
order to strengthen the Company's balance sheet as the real estate markets faced
difficult and unprecedented macroeconomic conditions due to the COVID-19
pandemic. Additionally, beginning with the first quarter 2020, Newmark Holdings
reduced its distributions to or on behalf of its partners. In the first quarter
of 2022, the Board increased the quarterly dividend to $0.03 per share. In
addition, Newmark increased the after-tax distributions to its partners to $0.06
per unit. The exchange ratio was adjusted in accordance with the terms of the
Separation and Distribution Agreement due to any difference in our dividend
policy and the distribution policy of Newmark Holdings. See Note 6 "Stock
Transactions and Unit Redemptions" to our accompanying unaudited condensed
consolidated financial statements in Part I, Item 1 of this Quarterly Report on
Form 10-Q for more information.

As Newmark's financial condition has improved substantially year-over-year, and
as the economy has rebounded from the lows it reached during the pandemic, the
Company has repurchased and/or redeemed a meaningful number of shares/units in
2021 and thus far in 2022 as part of its overall capital return policy.

Any dividends, if and when declared by our Board, will be paid on a quarterly
basis. The dividend to our common stockholders is expected to be calculated
based on a number of factors, including post-tax Adjusted Earnings allocated to
us and generated over the fiscal quarter ending prior to the record date for the
dividend. No assurance can be made, however, that a dividend will be paid each
quarter. The declaration, payment, timing, and amount of any future dividends
payable by us will be at the sole discretion of our Board. With respect to any
distributions which are declared, amounts paid to or on behalf of
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partners will at least cover their related tax payments. Whether any given post-tax amount is equivalent to the amount received by a stockholder also on an after-tax basis depends upon stockholders' and partners' domiciles and tax status.

We received 6,222,340 Nasdaq shares worth $1,093.9 million as of June 30, 2021.
On July 2, 2021, we settled the third and fourth Nasdaq Forwards with 944,329
Nasdaq shares worth $166.0 million and retained 5,278,011 Nasdaq shares. In
connection with the 2021 Equity Event, we used $484.4 million, of which $203.5
million was to reduce our fully diluted share count by 16.3 million. From July
2021 through March 2022, we sold all of the Nasdaq shares.

We are a holding company, with no direct operations, and therefore we are able
to pay dividends only from our available cash on hand and funds received from
distributions from Newmark OpCo. Our ability to pay dividends may also be
limited by regulatory considerations as well as by covenants contained in
financing or other agreements. In addition, under Delaware law, dividends may be
payable only out of surplus, which is our net assets minus our capital (as
defined under Delaware law), or, if we have no surplus, out of our net profits
for the fiscal year in which the dividend is declared and/or the preceding
fiscal year. Accordingly, any unanticipated accounting, tax, regulatory or other
charges against net income may adversely affect our ability to declare and pay
dividends. While we intend to declare and pay dividends quarterly, there can be
no assurance that our Board will declare dividends at all or on a regular basis
or that the amount of our dividends will not change.

Non-GAAP Financial Measures

Newmark uses non-GAAP financial measures that differ from the most directly
comparable measures calculated and presented in accordance with Generally
Accepted Accounting Principles in the United States ("GAAP"). Non-GAAP financial
measures used by the Company include "Adjusted Earnings before noncontrolling
interests and taxes", which is used interchangeably with "pre-tax Adjusted
Earnings"; "Post-tax Adjusted Earnings to fully diluted shareholders", which is
used interchangeably with "post-tax Adjusted Earnings"; "Adjusted EBITDA"; and
"Liquidity". The definitions of these terms are below.

Adjusted Earnings Defined

Newmark uses non-GAAP financial measures, including "Adjusted Earnings before
noncontrolling interests and taxes" and "Post-tax Adjusted Earnings to fully
diluted shareholders" which are supplemental measures of operating results used
by management to evaluate the financial performance of the Company and its
consolidated subsidiaries. Newmark believes that Adjusted Earnings best reflect
the operating earnings generated by the Company on a consolidated basis and are
the earnings which management considers when managing its business.

As compared with "Income (loss) before income taxes and noncontrolling
interests" and "Net income (loss) for fully diluted shares" both prepared in
accordance with GAAP, Adjusted Earnings calculations primarily exclude certain
non-cash items and other expenses that generally do not involve the receipt or
outlay of cash by the Company and/or which do not dilute existing stockholders.
In addition, Adjusted Earnings calculations exclude certain gains and charges
that management believes do not best reflect the ordinary results of Newmark.
Adjusted Earnings is calculated by taking the most comparable GAAP measures and
making adjustments for certain items with respect to compensation expenses,
non-compensation expenses, and other income, as discussed below.

Calculations of Compensation Adjustments for Adjusted Earnings and Adjusted EBITDA

Treatment of Equity-Based Compensation under Adjusted Earnings and Adjusted EBITDA

The Company's Adjusted Earnings and Adjusted EBITDA measures exclude all GAAP
charges included in the line item "Equity-based compensation and allocations of
net income to limited partnership units and FPUs" (or "equity-based
compensation" for purposes of defining the Company's non-GAAP results) as
recorded on the Company's GAAP Consolidated Statements of Operations and GAAP
Consolidated Statements of Cash Flows. These GAAP equity-based compensation
charges reflect the following items:
•Charges with respect to grants of exchangeability, which reflect the right of
holders of limited partnership units with no capital accounts, such as LPUs and
PSUs, to exchange these units into shares of common stock, as well as cash paid
with respect to taxes withheld or expected to be owed by the unit holder upon
such exchange. The withholding taxes related to the exchange of certain
non-exchangeable units without a capital account into either common shares or
units with a capital account may be funded by the redemption of preferred units
such as PPSUs.
•Charges with respect to preferred units. Any preferred units would not be
included in the Company's fully diluted share count because they cannot be made
exchangeable into shares of common stock and are entitled only to a fixed
distribution. Preferred units are granted in connection with the grant of
certain limited partnership units that
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may be granted exchangeability or redeemed in connection with the grant of
shares of common stock at ratios designed to cover any withholding taxes
expected to be paid. This is an acceptable alternative to the common practice
among public companies of issuing the gross amount of shares to employees,
subject to cashless withholding of shares, to pay applicable withholding taxes.
•GAAP equity-based compensation charges with respect to the grant of an
offsetting amount of common stock or partnership units with capital accounts in
connection with the redemption of non-exchangeable units, including PSUs and
LPUs.
•Charges related to amortization of RSUs and limited partnership units.
•Charges related to grants of equity awards, including common stock or
partnership units with capital accounts.
•Allocations of net income to limited partnership units and FPUs. Such
allocations represent the pro-rata portion of post-tax GAAP earnings available
to such unit holders.

The amount of certain quarterly equity-based compensation charges is based upon
the Company's estimate of such expected charges during the annual period, as
described further below under "Methodology for Calculating Adjusted Earnings
Taxes".
Virtually all of Newmark's key executives and producers have equity or
partnership stakes in the Company and its subsidiaries and generally receive
deferred equity or limited partnership units as part of their compensation. A
significant percentage of Newmark's fully diluted shares are owned by its
executives, partners, and employees. The Company issues limited partnership
units as well as other forms of equity-based compensation, including grants of
exchangeability into shares of common stock, to provide liquidity to its
employees, to align the interests of its employees and management with those of
common stockholders, to help motivate and retain key employees, and to encourage
a collaborative culture that drives cross-selling and growth.

All share equivalents that are part of the Company's equity-based compensation
program, including REUs, PSUs, LPUs, and other units that may be made
exchangeable into common stock, as well as RSUs (which are recorded using the
treasury stock method), are included in the fully diluted share count when
issued or at the beginning of the subsequent quarter after the date of grant.
Generally, limited partnership units other than preferred units are expected to
be paid a pro-rata distribution based on Newmark's calculation of Adjusted
Earnings per fully diluted share.

Certain Other Compensation-Related Items under Adjusted Earnings and Adjusted EBITDA

Newmark also excludes various other GAAP items that management views as not
reflective of the Company's underlying performance for the given period from its
calculation of Adjusted Earnings and Adjusted EBITDA. These may include
compensation-related items with respect to cost-saving initiatives, such as
severance charges incurred in connection with headcount reductions as part of
broad restructuring and/or cost savings plans.

The Company also excludes compensation charges related to non-cash GAAP gains
attributable to originated mortgage servicing rights (which Newmark refers to as
"OMSRs") because these gains are also excluded from Adjusted Earnings and
Adjusted EBITDA.

Excluded Compensation-Related Items with Respect to the 2021 Equity Event under Adjusted Earnings and Adjusted EBITDA (Beginning in Third Quarter 2021, as Updated)

Newmark does not view the GAAP compensation charges related to 2021 Equity Event
that were not equity-based compensation as being reflective of its ongoing
operations (the "Impact of the 2021 Equity Event"). These consisted of charges
relating to cash paid to independent contractors for their withholding taxes and
the cash redemption of HDUs. These were recorded as expenses based on Newmark's
previous non-GAAP results, but were excluded in the recast non-GAAP results
beginning in the third quarter of 2021 for the following reasons:

•But for the 2021 Equity Event, the items comprising such charges would have
otherwise been settled in shares and been recorded as equity-based compensation
in future periods, as is the Company's normal practice. Had this occurred, such
amounts would have been excluded from Adjusted Earnings and Adjusted EBITDA, and
would also have resulted in higher fully diluted share counts, all else equal.
•Newmark views the fully diluted share count reduction related to the 2021
Equity Event to be economically similar to the common practice among public
companies of issuing the net amount of common shares to employees for their
vested stock-based compensation, selling a portion of the gross shares pay
applicable withholding taxes, and separately making open market repurchases of
common shares.
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•There was nothing comparable to the 2021 Equity Event in 2020 and nothing
similar is currently contemplated after 2021. Accordingly, the only prior period
recast with respect to the 2021 Equity Event was the second quarter of 2021.

Calculation of Non-Compensation Expense Adjustments for Adjusted Earnings

Newmark's calculation of pre-tax Adjusted Earnings excludes non-cash GAAP
charges related to the following:
•Amortization of intangibles with respect to acquisitions.
•Amortization of mortgage servicing rights (which Newmark refers to as "MSRs").
Under GAAP, the Company recognizes OMSRs equal to the fair value of servicing
rights retained on mortgage loans originated and sold. Subsequent to the initial
recognition at fair value, MSRs are carried at the lower of amortized cost or
fair value and amortized in proportion to the net servicing revenue expected to
be earned. However, it is expected that any cash received with respect to these
servicing rights, net of associated expenses, will increase Adjusted Earnings
and Adjusted EBITDA in future periods.
•Various other GAAP items that management views as not reflective of the
Company's underlying performance for the given period, including
non-compensation-related charges incurred as part of broad restructuring and/or
cost savings plans. Such GAAP items may include charges for exiting leases
and/or other long-term contracts as part of cost-saving initiatives, as well as
non-cash impairment charges related to assets, goodwill and/or intangibles
created from acquisitions.

Non-Cash Adjustment for Originated Mortgage Servicing Rights Revenue for Adjusted Earnings

Newmark's calculation of pre-tax Adjusted Earnings excludes non-cash GAAP gains
attributable to OMSRs. Beginning in the fourth quarter of 2020, OMSRs are no
longer included in non-compensation adjustments for Adjusted Earnings but
instead shown as a separate line item in the Company's "Reconciliation of GAAP
Net Income Available to Common Stockholders to Adjusted Earnings Before
Noncontrolling Interests and Taxes and GAAP Fully Diluted EPS to Post-Tax
Adjusted EPS". This presentation has no impact on previously reported Adjusted
Earnings.

Calculation of Other (income) losses for Adjusted Earnings and Adjusted EBITDA

Adjusted Earnings calculations also exclude certain other non-cash,
non-dilutive, and/or non-economic items, which may, in some periods, include:
•Unusual, one-time, non-ordinary or non-recurring gains or losses.
•Non-cash GAAP asset impairment charges.
•The impact of any unrealized non-cash mark-to-market gains or losses on "Other
income (loss)" related to the variable share forward agreements with respect to
Newmark's receipt of the Nasdaq payments in 2021 and 2022 and the 2020 Nasdaq
payment (the "Nasdaq Forwards").
•Mark-to-market adjustments for non-marketable investments.
•Certain other non-cash, non-dilutive, and/or non-economic items.

Due to the sale of Nasdaq's U.S. fixed income business in the second quarter of
2021, the Nasdaq Earn-out and related Forward settlements were accelerated, less
certain previously disclosed adjustments. Because these shares were originally
expected to be received over a 15 year period ending in 2027, the Earn-out had
been included in calculations of Adjusted Earnings and Adjusted EBITDA under
Newmark's previous non-GAAP methodology. Due to the acceleration of the Earn-out
and the Nasdaq Forwards, the Company now views results excluding certain items
related to the Earn-out to be a better reflection of the underlying performance
of Newmark's ongoing operations. Therefore, beginning with the third quarter of
2021, other (income) losses for Adjusted Earnings and Adjusted EBITDA also
excludes the impact of the below items. These items may collectively be referred
to as the "Impact of Nasdaq".

•Realized gains related to the accelerated receipt on June 25, 2021 of Nasdaq
shares.
•Realized gains or losses and unrealized mark-to-market gains or losses with
respect to Nasdaq shares received prior to the Earn-out acceleration.
•Dividend income on Nasdaq shares.
•The impact of any unrealized non-cash mark-to-market gains or losses on "Other
income (loss)" related to the variable share forward agreements with respect to
Newmark's receipt of the Nasdaq payments in 2021 and 2022 and the 2020 Nasdaq
payment (the "Nasdaq Forwards"). This item was historically excluded under the
previous non-GAAP definitions.
•Other items related to the Earn-out

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Upon further consideration, Newmark's calculations of non-GAAP "Other income
(loss)" will continue to include dividend income on Nasdaq shares, as these
dividends contribute to cash flow and are generally correlated to Newmark's
interest expense on short term borrowing against such shares. All other things
being equal, as Newmark sells Nasdaq shares, both its interest expense and
dividend income will decline.

Methodology for Calculating Adjusted Earnings Taxes

Although Adjusted Earnings are calculated on a pre-tax basis, Newmark also
reports post-tax Adjusted Earnings to fully diluted shareholders. The Company
defines post-tax Adjusted Earnings to fully diluted shareholders as pre-tax
Adjusted Earnings reduced by the non-GAAP tax provision described below and net
income (loss) attributable to noncontrolling interest for Adjusted Earnings.

The Company calculates its tax provision for post-tax Adjusted Earnings using an
annual estimate similar to how it accounts for its income tax provision under
GAAP. To calculate the quarterly tax provision under GAAP, Newmark estimates its
full fiscal year GAAP income before noncontrolling interests and taxes and the
expected inclusions and deductions for income tax purposes, including expected
equity-based compensation during the annual period. The resulting annualized tax
rate is applied to Newmark's quarterly GAAP income before income taxes and
noncontrolling interests. At the end of the annual period, the Company updates
its estimate to reflect the actual tax amounts owed for the period.

To determine the non-GAAP tax provision, Newmark first adjusts pre-tax Adjusted
Earnings by recognizing any, and only, amounts for which a tax deduction applies
under applicable law. The amounts include charges with respect to equity-based
compensation; certain charges related to employee loan forgiveness; certain net
operating loss carryforwards when taken for statutory purposes; and certain
charges related to tax goodwill amortization. These adjustments may also reflect
timing and measurement differences, including treatment of employee loans;
changes in the value of units between the dates of grants of exchangeability and
the date of actual unit exchange; variations in the value of certain deferred
tax assets; and liabilities and the different timing of permitted deductions for
tax under GAAP and statutory tax requirements.

After application of these adjustments, the result is the Company's taxable
income for its pre-tax Adjusted Earnings, to which Newmark then applies the
statutory tax rates to determine its non-GAAP tax provision. Newmark views the
effective tax rate on pre-tax Adjusted Earnings as equal to the amount of its
non-GAAP tax provision divided by the amount of pre-tax Adjusted Earnings.

Generally, the most significant factor affecting this non-GAAP tax provision is
the amount of charges relating to equity-based compensation. Because the charges
relating to equity-based compensation are deductible in accordance with
applicable tax laws, increases in such charges have the effect of lowering the
Company's non-GAAP effective tax rate and thereby increasing its post-tax
Adjusted Earnings.

Newmark incurs income tax expenses based on the location, legal structure, and
jurisdictional taxing authorities of each of its subsidiaries. Certain of the
Company's entities are taxed as U.S. partnerships and are subject to the
Unincorporated Business Tax ("UBT") in New York City. Any U.S. federal and state
income tax liability or benefit related to the partnership income or loss, with
the exception of UBT, rests with the unit holders rather than with the
partnership entity. The Company's consolidated financial statements include U.S.
federal, state, and local income taxes on the Company's allocable share of the
U.S. results of operations. Outside of the U.S., Newmark is expected to operate
principally through subsidiary corporations subject to local income taxes. For
these reasons, taxes for Adjusted Earnings are expected to be presented to show
the tax provision the consolidated Company would expect to pay if 100% of
earnings were taxed at global corporate rates.

Calculations of Pre- and Post-Tax Adjusted Earnings per Share
Newmark's pre- and post-tax Adjusted Earnings per share calculations assume
either that:
•The fully diluted share count includes the shares related to any dilutive
instruments, but excludes the associated expense, net of tax, when the impact
would be dilutive; or
•The fully diluted share count excludes the shares related to these instruments,
but includes the associated expense, net of tax.

The share count for Adjusted Earnings excludes certain shares and share
equivalents expected to be issued in future periods but not yet eligible to
receive dividends and/or distributions. Each quarter, the dividend payable to
Newmark's stockholders, if any, is expected to be determined by the Company's
Board of Directors with reference to a number of factors, including post-tax
Adjusted Earnings per share. Newmark may also pay a pro-rata distribution of net
income to limited partnership units, as well as to Cantor for its noncontrolling
interest. The amount of this net income, and therefore of these payments per
unit, would be determined using the above definition of Adjusted Earnings per
share on a pre-tax basis.
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The declaration, payment, timing, and amount of any future dividends payable by
the Company will be at the discretion of its Board of Directors using the fully
diluted share count. In addition, the non-cash preferred dividends are excluded
from Adjusted Earnings per share as Newmark expected to redeem the related
exchangeable preferred limited partnership units ("EPUs") with Nasdaq shares.

Management Rationale for Using Adjusted Earnings
Newmark's calculation of Adjusted Earnings excludes the items discussed above
because they are either non-cash in nature, because the anticipated benefits
from the expenditures are not expected to be fully realized until future
periods, or because the Company views results excluding these items as a better
reflection of the underlying performance of Newmark's ongoing operations.
Management uses Adjusted Earnings in part to help it evaluate, among other
things, the overall performance of the Company's business, to make decisions
with respect to the Company's operations, and to determine the amount of
dividends payable to common stockholders and distributions payable to holders of
limited partnership units. Dividends payable to common stockholders and
distributions payable to holders of limited partnership units are included
within "Distributions to stockholders" and "Earnings distributions to limited
partnership interests and noncontrolling interests," respectively, in our
accompanying unaudited condensed consolidated statements of cash flows.

The term "Adjusted Earnings" should not be considered in isolation or as an
alternative to GAAP net income (loss). The Company views Adjusted Earnings as a
metric that is not indicative of liquidity, or the cash available to fund its
operations, but rather as a performance measure. Pre- and post-tax Adjusted
Earnings, as well as related measures, are not intended to replace the Company's
presentation of its GAAP financial results. However, management believes that
these measures help provide investors with a clearer understanding of Newmark's
financial performance and offer useful information to both management and
investors regarding certain financial and business trends related to the
Company's financial condition and results of operations. Management believes
that the GAAP and Adjusted Earnings measures of financial performance should be
considered together.

For more information regarding Adjusted Earnings, see the sections of the
Company's most recent financial results press release titled "Reconciliation of
GAAP Income to Adjusted Earnings and GAAP Fully Diluted EPS to Post-tax Adjusted
EPS", including the related footnotes, for details about how Newmark's non-GAAP
results are reconciled to those under GAAP.

Adjusted EBITDA Defined
Newmark also provides an additional non-GAAP financial performance measure,
"Adjusted EBITDA" which it defines as GAAP "Net income (loss) available to
common stockholders" adjusted for the following items:
•Net income (loss) attributable to noncontrolling interest.
•Provision (benefit) for income taxes.
•OMSR revenue.
•MSR amortization.
•Compensation charges related to OMSRs.
•Other depreciation and amortization.
•Equity-based compensation and allocations of net income to limited partnership
units and FPUs.
•Various other GAAP items that management views as not reflective of the
Company's underlying
performance for the given period. These may include compensation-related items
with respect to cost-saving
initiatives, such as severance charges incurred in connection with headcount
reductions as part of broad
restructuring and/or cost savings plans; charges for exiting leases and/or other
long-term contracts as part of
cost-saving initiatives; and non-cash impairment charges related to assets,
goodwill and/or intangibles created
from acquisitions.
•Other non-cash, non-dilutive, and/or non-economic items, which may, in certain
periods, include the impact of any unrealized non-cash mark-to-market gains or
losses on "other income (loss)" related to the variable share forward agreements
with respect to Newmark's receipt of the Nasdaq payments in 2021 and 2022 and
the 2020 Nasdaq payment (the "Nasdaq Forwards"), as well as mark-to-market
adjustments for non-marketable investments.
•Interest expense.

Beginning with the third quarter of 2021, calculation of Adjusted EBITDA will
also exclude the "Impact of Nasdaq" and the "Impact of the 2021 Equity Event",
which are defined above.

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Newmark's calculation of Adjusted EBITDA excludes certain items discussed above
because they are either non-cash in nature, because the anticipated benefits
from the expenditures are not expected to be fully realized until future
periods, or because the Company views excluding these items as a better
reflection of the underlying performance Newmark's ongoing operations. The
Company's management believes that its Adjusted EBITDA measure is useful in
evaluating Newmark's operating performance, because the calculation of this
measure generally eliminates the effects of financing and income taxes and the
accounting effects of capital spending and acquisitions, which would include
impairment charges of goodwill and intangibles created from acquisitions. Such
items may vary for different companies for reasons unrelated to overall
operating performance. As a result, the Company's management uses this measure
to evaluate operating performance and for other discretionary purposes. Newmark
believes that Adjusted EBITDA is useful to investors to assist them in getting a
more complete picture of the Company's financial results and operations.

Since Newmark's Adjusted EBITDA is not a recognized measurement under GAAP,
investors should use this measure in addition to GAAP measures of net income
when analyzing Newmark's operating performance. Because not all companies use
identical EBITDA calculations, the Company's presentation of Adjusted EBITDA may
not be comparable to similarly titled measures of other companies. Furthermore,
Adjusted EBITDA is not intended to be a measure of free cash flow or GAAP cash
flow from operations because the Company's Adjusted EBITDA does not consider
certain cash requirements, such as tax and debt service payments.

For more information regarding Adjusted EBITDA, see the section of the Company's
most recent financial results press release titled "Reconciliation of GAAP
Income to Adjusted EBITDA" including the related footnotes, for details about
how Newmark's non-GAAP results are reconciled to those under GAAP EPS.

Timing of Outlook for Certain GAAP and Non-GAAP Items
Newmark anticipates providing forward-looking guidance for GAAP revenues and for
certain non-GAAP measures from time to time. However, the Company does not
anticipate providing an outlook for other GAAP results. This is because certain
GAAP items, which are excluded from Adjusted Earnings and/or Adjusted EBITDA,
are difficult to forecast with precision before the end of each period. The
Company therefore believes that it is not possible for it to have the required
information necessary to forecast GAAP results or to quantitatively reconcile
GAAP forecasts to non-GAAP forecasts with sufficient precision without
unreasonable efforts. For the same reasons, the Company is unable to address the
probable significance of the unavailable information. The relevant items that
are difficult to predict on a quarterly and/or annual basis with precision and
may materially impact the Company's GAAP results include, but are not limited to
the following:
•Certain equity-based compensation charges that may be determined at the
discretion of management throughout and up to the period-end;
•Unusual, one-time, non-ordinary, or non-recurring items;
•The impact of gains or losses on certain marketable securities, as well as any
gains or losses related to associated mark-to- market movements and/or hedging.
These items are calculated using period-end closing prices;
•Non-cash asset impairment charges, which are calculated and analyzed based on
the period-end values of the underlying assets. These amounts may not be known
until after period-end;
•Acquisitions, dispositions and/or resolutions of litigation, which are fluid
and unpredictable in nature.

Liquidity Defined
Newmark may also use a non-GAAP measure called "liquidity." The Company
considers liquidity to be comprised of the sum of cash and cash equivalents,
marketable securities, and reverse repurchase agreements (if any), less
securities lent out in securities loaned transactions and repurchase agreements.
The Company considers liquidity to be an important metric for determining the
amount of cash that is available or that could be readily available to the
Company on short notice.

For more information regarding liquidity, see the section of the Company's most
recent financial results press release titled "Liquidity Analysis," including
any related footnotes, for details about how Newmark's non-GAAP results are
reconciled to those under GAAP.


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OUR ORGANIZATIONAL STRUCTURE

Current Organizational Structure
As of June 30, 2022, there were 198,830,672 shares of Newmark Class A common
stock issued and 160,002,640 outstanding. Cantor and CFGM held no shares of
Newmark Class A common stock. Each share of Newmark Class A common stock is
generally entitled to one vote on matters submitted to a vote of our
stockholders. As of June 30, 2022, Cantor and CFGM held 21,285,533 shares of
Newmark Class B common stock representing all of the outstanding shares of
Newmark Class B common stock. The shares of Newmark Class B common stock held by
Cantor and CFGM, as of June 30, 2022, represented approximately 57.1% of our
total voting power. Each share of Newmark Class B common stock is generally
entitled to the same rights as a share of Newmark Class A common stock, except
that, on matters submitted to a vote of our stockholders, each share of Newmark
Class B common stock is entitled to 10 votes. The Newmark Class B common stock
generally votes together with the Newmark Class A common stock on all matters
submitted to a vote of our stockholders. We expect to retain our dual class
structure, and there are no circumstances under which the holders of Newmark
Class B common stock would be required to convert their shares of Newmark Class
B common stock into shares of Newmark Class A common stock. Our amended and
restated certificate of incorporation referred to herein as our certificate of
incorporation does not provide for automatic conversion of shares of Newmark
Class B common stock into shares of Newmark Class A common stock upon the
occurrence of any event.

We hold the Newmark Holdings general partnership interest and the Newmark
Holdings special voting limited partnership interest, which entitle us to remove
and appoint the general partner of Newmark Holdings and serve as the general
partner of Newmark Holdings, which entitles us to control Newmark Holdings.
Newmark Holdings, in turn, holds the Newmark OpCo general partnership interest
and the Newmark OpCo special voting limited partnership interest, which entitle
Newmark Holdings to remove and appoint the general partner of Newmark OpCo, and
serve as the general partner of Newmark OpCo, which entitles Newmark Holdings
(and thereby us) to control Newmark OpCo. In addition, as of June 30, 2022, we
directly held Newmark OpCo limited partnership interests consisting of
approximately 59,020,128 units representing approximately 24.4% of the
outstanding Newmark OpCo limited partnership interests (not including EPUs). We
are a holding company that holds these interests, serves as the general partner
of Newmark Holdings and, through Newmark Holdings, acts as the general partner
of Newmark OpCo. As a result of our ownership of the general partnership
interest in Newmark Holdings and Newmark Holdings' general partnership interest
in Newmark OpCo, we consolidate Newmark OpCo's results for financial reporting
purposes.

Cantor, founding partners, working partners and limited partnership unit holders
directly hold Newmark Holdings limited partnership interests. Newmark Holdings,
in turn, holds Newmark OpCo limited partnership interests and, as a result,
Cantor, founding partners, working partners and limited partnership unit holders
indirectly have interests in Newmark OpCo limited partnership interests.

The Newmark Holdings limited partnership interests held by Cantor and CFGM are
designated as Newmark Holdings exchangeable limited partnership interests. The
Newmark Holdings limited partnership interests held by the founding partners are
designated as Newmark Holdings founding partner interests. The Newmark Holdings
limited partnership interests held by the working partners are designated as
Newmark Holdings working partner interests. The Newmark Holdings limited
partnership interests held by the limited partnership unit holders are
designated as limited partnership units.

Each unit of Newmark Holdings limited partnership interests held by Cantor and
CFGM is generally exchangeable with us for a number of shares of Class B common
stock (or, at Cantor's option or if there are no additional authorized but
unissued shares of Class B common stock, a number of shares of Class A common
stock) equal to the exchange ratio.

As of June 30, 2022, 3,149,016 founding/working partner interests were
outstanding. These founding/working partners were issued in the Separation to
holders of BGC Holdings founding/working partner interests, who received such
founding/working partner interests in connection with BGC Partners' acquisition
of the BGC Partners business from Cantor in 2008. The Newmark Holdings limited
partnership interests held by founding/working partners are not exchangeable
with us unless (1) Cantor acquires Cantor units from Newmark Holdings upon
termination or bankruptcy of the founding/working partners or redemption of
their units by Newmark Holdings (which it has the right to do under certain
circumstances), in which case such interests will be exchangeable with us for
shares of Newmark Class A common stock or Newmark Class B common stock as
described above, or (2) Cantor determines that such interests can be exchanged
by such founding/working partners with us for Newmark Class A common stock, with
each Newmark Holdings unit exchangeable for a number of shares of Newmark Class
A common stock equal to the exchange ratio (which was initially one, but is
subject to adjustment as set forth in the Separation and Distribution
Agreement), on terms and conditions to be determined by Cantor (which exchange
of certain interests Cantor expects to permit from time to time). Cantor has
provided that certain founding/working partner interests are exchangeable with
us for Class A common stock, with each Newmark Holdings unit exchangeable for a
number of shares of Newmark Class A common stock equal to the exchange ratio
(which was initially one, but is subject to adjustment as set forth in the
Separation
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and Distribution Agreement), in accordance with the terms of the Newmark
Holdings limited partnership agreement. Once a Newmark Holdings founding/working
partner interest becomes exchangeable, such founding/working partner interest is
automatically exchanged upon a termination or bankruptcy with us for Newmark
Class A common stock.

Further, we provide exchangeability for partnership units under other
circumstances in connection with (1) our partnership redemption, compensation
and restructuring programs, (2) other incentive compensation arrangements and
(3) business combination transactions.

As of June 30, 2022, 29,579,666 limited partnership units were outstanding
(including founding/working partner interests and working partner interests, and
units held by Cantor). Limited partnership units will be only exchangeable with
us in accordance with the terms and conditions of the grant of such units, which
terms and conditions are determined in our sole discretion, as the Newmark
Holdings general partner, with the consent of the Newmark Holdings exchangeable
limited partnership interest majority in interest, in accordance with the terms
of the Newmark Holdings limited partnership agreement.

The exchange ratio between Newmark Holdings limited partnership interests and
our common stock was initially one. However, this exchange ratio will be
adjusted in accordance with the terms of the Separation and Distribution
Agreement if our dividend policy and the distribution policy of Newmark Holdings
are different. As of June 30, 2022, the exchange ratio was 0.9393.

With each exchange, our direct and indirect interest in Newmark OpCo will
proportionately increase because, immediately following an exchange, Newmark
Holdings will redeem the Newmark Holdings unit so acquired for the Newmark OpCo
limited partnership interest underlying such Newmark Holdings unit.

The profit and loss of Newmark OpCo and Newmark Holdings, as the case may be,
are allocated based on the total number of Newmark OpCo units (not including
EPUs) and Newmark Holdings units, as the case may be, outstanding.

The following diagram illustrates the ownership structure of Newmark as of June
30, 2022. The diagram does not reflect the various subsidiaries of Newmark,
Newmark OpCo or Cantor (including certain operating subsidiaries that are
organized as corporations whose equity is either wholly-owned by Newmark or
whose equity is majority-owned by Newmark with the remainder owned by Newmark
OpCo) or the results of any exchange of Newmark Holdings exchangeable limited
partnership interests or, to the extent applicable, Newmark Holdings founding
partner interests, Newmark Holdings working partner interests or Newmark
Holdings limited partnership units. In addition, the diagram does not reflect
the Newmark OpCo exchangeable preferred limited partnership units, or EPUs,
since they are not allocated any gains or losses of Newmark OpCo for tax
purposes and are not entitled to regular distributions from Newmark OpCo.

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                    STRUCTURE OF NEWMARK AS OF June 30, 2022

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Shares of Newmark Class B common stock are convertible into shares
of Newmark Class A common stock at any time in the discretion of the holder on a
one-for-one basis. Accordingly, if Cantor and CFGM converted all of their shares
of Newmark Class B common stock into shares of Newmark Class A common stock,
Cantor and CFGM would hold 11.7% of the voting power in Newmark and the
stockholders of Newmark other than Cantor and CFGM would hold 88.3% of the
voting power in Newmark (and the indirect economic interests in Newmark OpCo
would remain unchanged). In addition, if Cantor and CFGM continued to
hold shares of Newmark Class B common stock and if Cantor exchanged all of the
exchangeable limited partnership units held by Cantor for shares of
Newmark Class B common stock, Cantor and CFGM would hold 74.8% of the voting
power in Newmark, and the stockholders of Newmark other than Cantor and CFGM
would hold 25.2% of the voting power in Newmark.

The diagram reflects Newmark Class A common stock and Newmark Holdings
partnership unit activity from January 1, 2022 through June 30, 2022 as follows:
(a) an aggregate of 6,920,251 limited partnership units granted by Newmark
Holdings; (b) 13,053,518 shares of Newmark Class A common stock repurchased by
us; (c) no shares of Newmark Class A common stock forfeited; (d)
1,389,041 shares of Newmark Class A common stock issued for vested restricted
stock units; (e) 234,482 shares of Class A common stock issued by us under our
acquisition shelf Registration Statement on Form S-4 (Registration
No. 333-231616), but not the 18,411,842 of such shares remaining available for
issuance by us under such Registration Statement; and (h) 220,976 terminated
limited partnership units.

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