Exhibit 1.1 GREENHILL & CO., INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • May 6th, 2005 • Greenhill & Co Inc • Finance services • New York
Contract Type FiledMay 6th, 2005 Company Industry Jurisdiction
BACKGROUNDSublease Agreement • April 30th, 2004 • Greenhill & Co Inc • Finance services
Contract Type FiledApril 30th, 2004 Company Industry
DATE 2007 ----------------------------------- GCP EUROPE GENERAL PARTNERSHIP L.P. EMMANUEL TESONE FORM OF AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTGreenhill & Co Inc • August 2nd, 2007 • Finance services • England
Company FiledAugust 2nd, 2007 Industry Jurisdiction
EXHIBIT 10.32 THE LIMITED PARTNER INTERESTS EVIDENCED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA OR NON-U.S. JURISDICTION AND MAY NOT BE...Greenhill & Co Inc • April 28th, 2006 • Finance services • Delaware
Company FiledApril 28th, 2006 Industry Jurisdiction
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE GREENHILL ENTITIESReorganization Agreement • April 30th, 2004 • Greenhill & Co Inc • Finance services • Delaware
Contract Type FiledApril 30th, 2004 Company Industry Jurisdiction
AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GREENHILL CAPITAL, L.P.Greenhill & Co Inc • April 30th, 2004 • Finance services • Delaware
Company FiledApril 30th, 2004 Industry Jurisdiction
Exhibit 10.7 TAX INDEMNIFICATION AGREEMENT, dated as of _______ __ , 2004, among Greenhill & Co., Inc. (the "COMPANY"), Greenhill & Co. Cayman Limited ("SUB"), the current and former members of Greenhill & Co. Holdings, LLC ("US LLC") and their...Tax Indemnification Agreement • April 20th, 2004 • Greenhill & Co Inc • Finance services • New York
Contract Type FiledApril 20th, 2004 Company Industry Jurisdiction
DATE 2007 ---------------------Agreement • August 2nd, 2007 • Greenhill & Co Inc • Finance services • Edinburgh
Contract Type FiledAugust 2nd, 2007 Company Industry Jurisdiction
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • April 17th, 2019 • Greenhill & Co Inc • Security brokers, dealers & flotation companies • New York
Contract Type FiledApril 17th, 2019 Company Industry JurisdictionCREDIT AGREEMENT dated as of October 12, 2017, and amended as of April 12, 2019 (this “Agreement”), among Greenhill & Co., Inc. (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA (“Goldman Sachs”), as Administrative Agent.
RECITALOf Lease • April 30th, 2004 • Greenhill & Co Inc • Finance services • New York
Contract Type FiledApril 30th, 2004 Company Industry Jurisdiction
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • August 9th, 2023 • Greenhill & Co Inc • Security brokers, dealers & flotation companies • New York
Contract Type FiledAugust 9th, 2023 Company Industry JurisdictionExhibit A — Form of Assignment and Assumption Exhibit B — Form of Guarantee Agreement Exhibit C — Form of Perfection Certificate Exhibit D — Form of Collateral Agreement Exhibit E — Form of Borrowing Request
ARTICLE 1 DEFINITIONSLoan Agreement • April 20th, 2004 • Greenhill & Co Inc • Finance services • California
Contract Type FiledApril 20th, 2004 Company Industry Jurisdiction
Exhibit 10.20 ASSIGNMENT AND SUBSCRIPTION AGREEMENT ASSIGNMENT AND SUBSCRIPTION AGREEMENT (this "AGREEMENT") dated as of January 1, 2004, by and among the Limited Partners party hereto (each an "ASSIGNOR"), Greenhill & Co. Holdings LLC (the...Assignment and Subscription Agreement • April 30th, 2004 • Greenhill & Co Inc • Finance services • New York
Contract Type FiledApril 30th, 2004 Company Industry Jurisdiction
Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • November 10th, 2008 • Greenhill & Co Inc • Finance services • New York
Contract Type FiledNovember 10th, 2008 Company Industry JurisdictionGoldman, Sachs & Co., As representative of the several Underwriters named in Schedule I hereto, 85 Broad Street, New York, New York 10004.
RENEWAL AND MODIFICATION AGREEMENTRenewal and Modification Agreement • May 5th, 2016 • Greenhill & Co Inc • Security brokers, dealers & flotation companies
Contract Type FiledMay 5th, 2016 Company IndustryThis Renewal And Modification Agreement (the "Agreement") dated as of March 8, 2016, for reference purposes only, is made by and between Greenhill & Co., Inc. (the “Borrower”), and First Republic Bank (the "Lender"), with reference to the following facts:
EMPLOYMENT, NON-COMPETITION AND PLEDGE AGREEMENTEmployment, Non-Competition and Pledge Agreement • February 22nd, 2013 • Greenhill & Co Inc • Security brokers, dealers & flotation companies • New York
Contract Type FiledFebruary 22nd, 2013 Company Industry JurisdictionThis Employment, Non-Competition and Pledge Agreement (this “Agreement”) dated as of May 11, 2004 is entered into by and among Robert F. Greenhill (the “Executive”), Greenhill Family Limited Partnership, a Delaware limited partnership (the “Pledgor”) and Greenhill & Co., Inc., a Delaware corporation (the “Company”).
Exhibit 10.6 GREENHILL & CO., INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (the "AGREEMENT") is made as of ________ ___, 2004 by and between Greenhill & Co., Inc., a Delaware corporation (the "COMPANY"), and _________________ (the...Indemnification Agreement • April 30th, 2004 • Greenhill & Co Inc • Finance services • Delaware
Contract Type FiledApril 30th, 2004 Company Industry Jurisdiction
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • May 5th, 2016 • Greenhill & Co Inc • Security brokers, dealers & flotation companies • California
Contract Type FiledMay 5th, 2016 Company Industry JurisdictionThis Amended and Restated SECURITY AGREEMENT (LLC Distributions) (the “Agreement”), dated as of April 14, 2016, is executed by and between GREENHILL & CO., INC., a Delaware corporation (“Borrower”), and FIRST REPUBLIC BANK (“Lender”) and amends and restates in its entirety that certain Security Agreement (LLC Distributions) dated as of April 1, 2015 between the parties.
300 PARK AVENUE, INC.,Lease • June 22nd, 2009 • Greenhill & Co Inc • Finance services • New York
Contract Type FiledJune 22nd, 2009 Company Industry JurisdictionLEASE, made as of the ___ day of June, 2009 (the “Effective Date”), between 300 PARK AVENUE, INC. (the “Landlord”), a Delaware corporation, having an office c/o Tishman Speyer Properties, L.P. 520 Madison Avenue, New York, New York 10022 and GREENHILL & CO. INC., a Delaware corporation (the “Tenant”), having an office at 300 Park Avenue, New York, New York 10022.
NEW TERMS)Third Modification Agreement • August 2nd, 2007 • Greenhill & Co Inc • Finance services
Contract Type FiledAugust 2nd, 2007 Company Industry
Greenhill & Co., Inc. Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • November 20th, 2009 • Greenhill & Co Inc • Finance services • New York
Contract Type FiledNovember 20th, 2009 Company Industry Jurisdiction* Each Selling Stockholder has appointed Richard J. Lieb, Ulrika Ekman and Harold J. Rodriguez, Jr., and each of them, as the Attorneys-in-Fact for such Selling Stockholder.
Exhibit 10.13 ASSIGNMENT AND ASSUMPTION OF LEASE THIS ASSIGNMENT AND ASSUMPTION OF LEASE ("Assignment") entered into effective as of the 3rd day of October, 2003, by McCARTER & ENGLISH, LLP, a New Jersey limited liability partnership, having an...Assignment and Assumption of Lease • April 30th, 2004 • Greenhill & Co Inc • Finance services
Contract Type FiledApril 30th, 2004 Company Industry
LEASEAttornment Agreement • April 30th, 2004 • Greenhill & Co Inc • Finance services • New York
Contract Type FiledApril 30th, 2004 Company Industry Jurisdiction
JOINT FILING AGREEMENTJoint Filing Agreement • February 14th, 2007 • Greenhill & Co Inc • Finance services
Contract Type FiledFebruary 14th, 2007 Company IndustryThis Agreement may be executed in two or more counterparts, any one of which need not contain the signature of more than one party, but all such parties taken together will constitute part of this Agreement.
RENEWAL AND MODIFICATION AGREEMENTRenewal and Modification Agreement • May 8th, 2012 • Greenhill & Co Inc • Security brokers, dealers & flotation companies
Contract Type FiledMay 8th, 2012 Company IndustryThis Renewal And Modification Agreement (the “Agreement”) dated as of April 30, 2012, for reference purposes only, is made by and between Greenhill & Co. Inc. (the “Borrower”), and First Republic Bank (the “Lender”), with reference to the following facts:
JOINT FILING AGREEMENTJoint Filing Agreement • February 14th, 2007 • Greenhill & Co Inc • Finance services
Contract Type FiledFebruary 14th, 2007 Company IndustryThis Agreement may be executed in two or more counterparts, any one of which need not contain the signature of more than one party, but all such parties taken together will constitute part of this Agreement.
Exhibit 10.4 FORM OF NON-COMPETITION AND PLEDGE AGREEMENT This Non-Competition and Pledge Agreement (this "AGREEMENT") dated as of _______, 2004 is entered into by and among [Name of Managing Director] (the "DIRECTOR") and Greenhill & Co., Inc., a...Non-Competition and Pledge Agreement • April 20th, 2004 • Greenhill & Co Inc • Finance services • New York
Contract Type FiledApril 20th, 2004 Company Industry Jurisdiction
THIRD-PARTY SECURITY AGREEMENT (Receivables)Third-Party Security Agreement • August 9th, 2017 • Greenhill & Co Inc • Security brokers, dealers & flotation companies • California
Contract Type FiledAugust 9th, 2017 Company Industry JurisdictionThis THIRD-PARTY SECURITY AGREEMENT (Receivables) (the "Agreement"), dated as of August 8, 2017, is executed by and between Greenhill Cogent, LP, a Texas Limited Partnership ("Debtor"), and FIRST REPUBLIC BANK ("Lender").
Greenhill & Co., Inc. Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • July 30th, 2009 • Greenhill & Co Inc • Finance services • New York
Contract Type FiledJuly 30th, 2009 Company Industry Jurisdiction
RENEWAL AND MODIFICATION AGREEMENTRenewal and Modification Agreement • May 8th, 2017 • Greenhill & Co Inc • Security brokers, dealers & flotation companies
Contract Type FiledMay 8th, 2017 Company IndustryThis Renewal And Modification Agreement (the "Agreement") dated as of March 16, 2017, for reference purposes only, is made by and between Greenhill & Co., Inc. (the “Borrower”), and First Republic Bank (the "Lender"), with reference to the following facts:
JOINT FILING AGREEMENTJoint Filing Agreement • February 14th, 2008 • Greenhill & Co Inc • Finance services
Contract Type FiledFebruary 14th, 2008 Company IndustryThis Agreement may be executed in two or more counterparts, any one of which need not contain the signature of more than one party, but all such parties taken together will constitute part of this Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • February 14th, 2008 • Greenhill & Co Inc • Finance services
Contract Type FiledFebruary 14th, 2008 Company IndustryThis Agreement may be executed in two or more counterparts, any one of which need not contain the signature of more than one party, but all such parties taken together will constitute part of this Agreement.
AGREEMENT OF SUBLEASEAgreement of Sublease • August 4th, 2005 • Greenhill & Co Inc • Finance services • New York
Contract Type FiledAugust 4th, 2005 Company Industry JurisdictionAGREEMENT OF SUBLEASE, dated as of the day of May, 2005, by and between Wilmer Cutler Pickering Hale and Dorr LLP, a Delaware limited liability partnership, successor by merger to Hale and Dorr LLP ("Sublessor"), and Greenhill & Co., Inc., a Delaware corporation ("Sublessee").
Joint Filing AgreementJoint Filing Agreement • February 14th, 2006 • Greenhill & Co Inc • Finance services
Contract Type FiledFebruary 14th, 2006 Company IndustryThis Schedule may be executed in two or more counterparts, any one of which need not contain the signature of more than one party, but all such parties taken together will constitute part of this Schedule.
VOTING AGREEMENTVoting Agreement • May 22nd, 2023 • Greenhill & Co Inc • Security brokers, dealers & flotation companies • Delaware
Contract Type FiledMay 22nd, 2023 Company Industry JurisdictionThis Voting Agreement (“Agreement”), dated as of May 22, 2023, is by and among Mizuho Americas LLC, a Delaware limited liability company (“Parent”), Blanc Merger Sub, Inc., a Delaware corporation and a direct, wholly owned Subsidiary of Parent (“Merger Sub”) and the persons listed on the attached Schedule A who are signatories to this Agreement (each, a “Stockholder” and collectively, the “Stockholders”).