Evercore Inc. Sample Contracts

] Shares EVERCORE PARTNERS INC. Class A Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • July 31st, 2006 • Evercore Partners Inc. • Finance services • New York

Evercore Partners Inc., a Delaware corporation (the “Company”), proposes to sell [ ] shares (the “Firm Stock”) of the Company’s Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”). In addition, the Company proposes to grant to the underwriters (the “Underwriters”) named in Schedule 1 attached to this agreement (this “Agreement”) an option to purchase up to [ ] additional shares of the Class A Common Stock on the terms set forth in Section 2 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.” This is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriters.

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4,775,632 Shares EVERCORE PARTNERS INC. Class A Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • June 22nd, 2011 • Evercore Partners Inc. • Investment advice • New York

Evercore Partners Inc., a Delaware corporation (the “Company”), proposes to sell to the underwriters (the “Underwriters”) named in Schedule 1 attached to this agreement (this “Agreement”) 4,665,210 shares of the Company’s Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), and the stockholders of the Company named in Schedule 2 attached to this Agreement (the “Selling Stockholders”) propose to sell to the Underwriters an aggregate of 110,422 shares of Class A Common Stock. The aggregate of 4,775,632 shares to be sold by the Company and the Selling Stockholders is hereinafter collectively called the “Firm Stock.” In addition, the Company and the Selling Stockholders propose to grant to the Underwriters options to purchase up to an aggregate of 716,344 additional shares of the Class A Common Stock on the terms set forth in Section 3 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.” The Compa

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Evercore Inc. $67,000,000 4.61% Series J Senior Notes due November 15, 2028 Note Purchase Agreement Dated June 28, 2022
Evercore Inc. • August 3rd, 2022 • Investment advice • New York
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EVERCORE INC. $38,000,000 1.97% Series I Senior Notes due August 1, 2025 NOTE PURCHASE AGREEMENT Dated March 29, 2021
Guaranty Agreement • May 6th, 2021 • Evercore Inc. • Investment advice • New York
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NOTE PURCHASE AGREEMENT
Note Purchase Agreement • August 1st, 2019 • Evercore Inc. • Investment advice • New York

Evercore Inc., a Delaware corporation (together with any successor thereto that becomes a party hereto pursuant to Section 10.2, the “Company”), agrees with each of the Purchasers as follows:

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EMPLOYMENT AGREEMENT
Employment Agreement • September 25th, 2006 • Evercore Partners Inc. • Finance services • New York

EMPLOYMENT AGREEMENT (the “Agreement”) dated as of August 10, 2006 (the “Effective Date”) by and between Evercore Partners Inc. (the “Company”), Evercore, L.P. (the “Partnership”) (Company and Partnership, each and collectively, “Employer”) and Pedro Aspe (the “Executive”).

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5,454,545 Shares EVERCORE PARTNERS INC. Class A Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • November 10th, 2015 • Evercore Partners Inc. • Investment advice • New York

This is to confirm the agreement concerning the purchase of the Stock from the Selling Stockholder by the Underwriters.

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SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF EVERCORE LP Dated as of July 27, 2009
Limited Partnership Agreement • July 27th, 2009 • Evercore Partners Inc. • Investment advice • Delaware

This SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of Evercore LP (the “Partnership”) is made as of the 27th day of July, 2009, by and among Evercore Partners Inc., a corporation formed under the laws of the State of Delaware, as general partner, and the Limited Partners (as defined herein) of the Partnership.

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LOAN AGREEMENT (Line of Credit)
Loan Agreement • July 2nd, 2015 • Evercore Partners Inc. • Investment advice • California

This Loan Agreement (Line of Credit) (the “Agreement”), dated June 27, 2013, is executed by and between Evercore Partners Services East L.L.C. (“Borrower”), and First Republic Bank (the “Lender”), with reference to the following facts:

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Amended and restated EMPLOYMENT AGREEMENT
Employment Agreement • February 12th, 2008 • Evercore Partners Inc. • Investment advice • New York

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") dated as of February 11, 2008 by and between Evercore Partners Inc. (the "Company"), Evercore, L.P. (the "Partnership") (Company and Partnership, each and collectively, "Employer") and Roger C. Altman (the "Executive").

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An Ontario Limited Partnership Second Amended and Restated Limited Partnership Agreement
Limited Partnership Agreement • February 28th, 2014 • Evercore Partners Inc. • Investment advice • Ontario

This SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT of EVERCORE MEXICO PARTNERS III, L.P., a limited partnership organized under the laws of the Province of Ontario, Canada (the “Partnership”), dated as of June 4, 2013 (the “Effective Date”), is entered into by and among Evercore Mexico GP Holdings LLC, a Delaware limited liability company (the “General Partner”), Evercore Mexico Management Limited, a Cayman Islands exempted limited company acting as the investment manager (the “Investment Manager”), the limited partners named in Annex A hereto and such other parties which may from time to time be admitted as limited partners in accordance with this agreement (the “Limited Partners”).

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FORM OF UNIT PURCHASE AGREEMENT
Form of Unit Purchase Agreement • September 16th, 2010 • Evercore Partners Inc. • Investment advice • New York

Subject to the terms and conditions stated in this Unit Purchase Agreement (this “Agreement”), the holder of limited partnership units of Evercore LP, a Delaware limited partnership (“Evercore LP”), identified on Schedule I hereto (the “Selling Unitholder”) hereby agrees to sell to Evercore Partners Inc., a Delaware corporation (the “Company”), and the Company hereby agrees to purchase from the Selling Unitholder, the number of limited partnership units of Evercore LP set forth opposite the Selling Unitholder’s name in Schedule I hereto (the “Firm Evercore LP Units”). In addition, the Selling Unitholder hereby agrees to sell to the Company, and the Company agrees to purchase from the Selling Unitholder, certain additional limited partnership units of Evercore LP on the terms and subject to the conditions, set forth in Section 4 hereof (the “Additional Evercore LP Units” and, together with the Firm Evercore LP Units, the “Evercore LP Units”).

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • July 31st, 2006 • Evercore Partners Inc. • Finance services • Delaware

This Indemnification Agreement, dated as of , 2006, is made by and between Evercore Partners Inc., a Delaware corporation (the “Corporation”) and (“Indemnitee”).

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FIFTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF EVERCORE LP Dated as of November 15, 2016
Limited Partnership Agreement • November 18th, 2016 • Evercore Partners Inc. • Investment advice • Delaware

This FIFTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of Evercore LP (the “Partnership”) is made as of November 15, 2016, by and among Evercore Partners Inc., a corporation formed under the laws of the State of Delaware, as general partner, and the Limited Partners (as defined herein) of the Partnership.

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AMENDMENT TO LOAN AGREEMENT (Secured Facility)
Loan Agreement • August 3rd, 2023 • Evercore Inc. • Investment advice

THIS AMENDMENT TO LOAN AGREEMENT (together with Exhibit A attached hereto, this “Amendment”) is dated as of June 29, 2023 (the “Effective Date”) and is made by and among EVERCORE PARTNERS SERVICES EAST L.L.C. (the “Borrower”), EVERCORE LP, EVERCORE GROUP HOLDINGS LP (“EGH”) and EVERCORE GROUP L.L.C. (“EGL”; collectively with Evercore LP and EGH, the “Guarantors”), and PNC BANK, NATIONAL ASSOCIATION (the “Bank”) under the Existing Agreement, as hereinafter defined (all such parties, the “Parties”).

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RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • March 13th, 2009 • Evercore Partners Inc. • Investment advice • New York

THIS AGREEMENT (the “Agreement”) is made, effective as of March , 2009 (the “Grant Date”), between Evercore Partners Inc. (the “Company”) and (the “Participant”).

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PURCHASE AND SALE AGREEMENT by and among EVERCORE PARTNERS INC., ATALANTA SOSNOFF CAPITAL, LLC, ASC REPRESENTATIVE, LLC, in its capacity as the Representative, the Sellers listed on Schedule I and MARTIN T. SOSNOFF Dated as of March 4, 2010
Purchase and Sale Agreement • March 5th, 2010 • Evercore Partners Inc. • Investment advice • New York

PURCHASE AND SALE AGREEMENT, dated as of March 4, 2010 (this “Agreement”), by and among Evercore Partners Inc., a Delaware corporation (the “Buyer”), Atalanta Sosnoff Capital, LLC, a New York limited liability company (the “Company”), ASC Representative, LLC, a Delaware limited liability company (the “Initial Representative”), in its capacity as the Representative, the Persons listed on Schedule I hereto (each, a “Seller” and collectively the “Sellers”) and Martin T. Sosnoff (“Sosnoff”).

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DATED 19 AUGUST 2011 ANDREW SIBBALD (1) and EVERCORE PARTNERS INTERNATIONAL LLP (2) Schedule of Terms
Agreement • February 27th, 2013 • Evercore Partners Inc. • Investment advice
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EVERCORE PARTNERS INC. as the Company and THE BANK OF NEW YORK MELLON as Trustee Indenture dated as of August 28, 2008 5.2% Senior Notes due 2020
Indenture • August 28th, 2008 • Evercore Partners Inc. • Investment advice • New York

INDENTURE, dated as of August 28, 2008, between Evercore Partners Inc., a Delaware corporation, as the “Company” and The Bank of New York Mellon, as Trustee.

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EMPLOYMENT AGREEMENT
Employment Agreement • November 18th, 2016 • Evercore Partners Inc. • Investment advice • New York

EMPLOYMENT AGREEMENT (the “Agreement”) made as of November 15, 2016 (the “Effective Date”) by and among Evercore Partners Inc. (the “Company”), Evercore LP (the “Partnership”) (the Company and Partnership, each and collectively, “Employer”) and John S. Weinberg (the “Executive”).

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CASH UNIT AWARD AGREEMENT
Cash Unit Award Agreement • April 29th, 2011 • Evercore Partners Inc. • Investment advice • New York

WHEREAS, the Participant has elected to have this portion of the bonus notionally invested in one or more investment alternatives designated by the Participant; and

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SUBSCRIPTION AGREEMENT
Subscription Agreement • May 22nd, 2009 • Evercore Partners Inc. • Investment advice • Delaware

This Subscription Agreement (this “Agreement”) is made as of May 21, 2009, by and among Evercore LP, a Delaware limited partnership (the “Partnership”), Evercore Partners Inc., a Delaware corporation, as general partner of the Partnership (the “General Partner”), and Ralph L. Schlosstein (the “Investor”) and Jane Hartley, as the Trustee of the Ralph L. Schlosstein 1998 Long-Term Trust under agreement dated as of February 2, 1998, between Ralph L. Schlosstein, as Donor, and Jane Hartley, as Trustee (the “Trust”) and, together with the Investor, the “Investors”). Capitalized terms used herein but not defined herein shall have the meaning set forth in the Partnership Agreement (as defined below)

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Confidentiality, Non-Solicitation and Proprietary Information Agreement (Senior Managing Director)
Information Agreement • February 29th, 2012 • Evercore Partners Inc. • Investment advice • New York

This Confidentiality, Non-Solicitation and Proprietary Information Agreement (the “Agreement”), is made as of the day of , 2012, between Evercore Partners Services East L.L.C. (the “Company”), and the employee signatory hereto (the “Employee”).

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Evercore Partners Inc. 43rd Floor New York, NY 10055
Evercore Partners Inc. • March 13th, 2009 • Investment advice

This letter agreement sets forth certain amendments to the employment letter agreement entered into by and between you and Evercore Group Holdings L.P. and its affiliates (collectively, “Evercore”) dated July 18, 2006 (the “Agreement”). The amendments described below are intended to conform the Agreement to the specific requirements of Section 409A of the Internal Revenue Code and the underlying Treasury Regulations and thereby prevent the imposition of adverse tax consequences on you. The amendments are not intended to materially alter your economic rights or position.

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Contract
Joinder Agreement • May 12th, 2006 • Evercore Partners Inc. • New York

TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of , 2006, by and among Evercore Partners Inc., a Delaware corporation (the “Corporation”), and each of the Partners from time to time party hereto.

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AMENDMENT NO. 1 TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF EVERCORE LP
Evercore Partners Inc. • May 15th, 2007 • Investment advice • Delaware

This Amendment No. 1, dated as of May 9, 2007 (this “Amendment”), to the Amended and Restated Limited Partnership Agreement, dated as of August 16, 2006 (the “Partnership Agreement”) of Evercore LP, a Delaware limited partnership, is made by Evercore Partners Inc., a corporation formed under the laws of the State of Delaware, as general partner (the “General Partner”). Capitalized terms used herein but not defined herein shall have the meaning set forth in the Partnership Agreement.

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SIXTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF EVERCORE LP Dated as of July 26, 2017
Limited Partnership Agreement • July 28th, 2017 • Evercore Partners Inc. • Investment advice • Delaware

This SIXTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of Evercore LP (the “Partnership”) is made as of July 26, 2017, by and among Evercore Partners Inc., a corporation formed under the laws of the State of Delaware, as general partner, and the Limited Partners (as defined herein) of the Partnership.

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TO FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF EVERCORE LP
Limited Partnership Agreement • November 6th, 2014 • Evercore Partners Inc. • Investment advice

This Supplement (the “Supplement”) to the Fourth Amended and Restated Limited Partnership Agreement, dated as of August 3, 2014 and effective as of and conditioned upon the Closing (as defined therein) (the “Existing Partnership Agreement” and collectively with the Supplement, as amended, supplemented or modified from time to time, the “Partnership Agreement”), of Evercore LP, a Delaware limited partnership (the “Partnership”), by and among Evercore Partners Inc., a Delaware corporation, as general partner of the Partnership (the “General Partner”), and the Limited Partners (as defined therein) of the Partnership, is made of the 3rd day of August, 2014. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Existing Partnership Agreement.

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EQUITY HOLDERS AGREEMENT Dated as of August 21, 2008
Equity Holders Agreement • August 21st, 2008 • Evercore Partners Inc. • Investment advice • New York

THIS EQUITY HOLDERS AGREEMENT (this “Agreement”) is made and entered into as of August 21, 2008, by and between Evercore Partners Inc., a Delaware corporation (the “Company”), and Mizuho Corporate Bank, Ltd., a Japanese corporation (“Mizuho CB” or the “Investor”).

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BRAVEHEART FINANCIAL SERVICES LIMITED and BERNARD J. TAYLOR SERVICE AGREEMENT
Service Agreement • March 14th, 2008 • Evercore Partners Inc. • Investment advice
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EVERCORE PARTNERS INC. THE SELLERS AS DEFINED HEREIN DEED for the sale and purchase of The Lexicon Partnership LLP Freshfields Bruckhaus Deringer LLP London EC4Y 1HS
Entire Agreement • June 9th, 2011 • Evercore Partners Inc. • Investment advice
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TERM LOAN AND GUARANTEE AGREEMENT among Evercore Partners Inc. as Borrower, The Several Lenders from Time to Time Parties Hereto, and Mizuho Bank, Ltd., as Administrative Agent, Dated as of November 2, 2015
Assignment and Assumption • November 2nd, 2015 • Evercore Partners Inc. • Investment advice • New York

TERM LOAN AND GUARANTEE AGREEMENT, dated as of November 2, 2015, among Evercore Partners Inc., a Delaware corporation (“Borrower”), the Guarantors from time to time party hereto, Mizuho Bank, Ltd. as Administrative Agent, and each of the Lenders from time to time party hereto.

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CONFIDENTIAL January 19, 2023 Dear Tim,
Evercore Inc. • January 20th, 2023 • Investment advice

We are pleased to have you continue as an employee of Evercore Partners Services East, LLC (the “Company” and, together with its affiliates, “Evercore”) as the Chief Financial Officer and a Senior Managing Director of Evercore Inc. (“EVR”). This agreement (this “Agreement”) serves to revise certain terms of your employment with Evercore. Except as otherwise set forth below, the terms and conditions of your employment with Evercore remain unchanged.

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AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • November 7th, 2008 • Evercore Partners Inc. • Investment advice

THIS AMENDMENT is dated November 6, 2008 by and between Evercore Partners, Inc. (the “Company”), Evercore, L.P. (the “Partnership”) (Company and Partnership, each and collectively, the “Employer”) and Pedro Carlos Aspe Armella (“Executive”).

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AMENDMENT TO PREVIOUSLY APPROVED SUBORDINATION AGREEMENT MATURITY DATE EXTENSION, INTEREST RATE CHANGE AND INCORPORATION OF CERTAIN PROVISIONS
Evercore Inc. • February 22nd, 2024 • Investment advice

For good and valuable consideration, Evercore Group L.L.C. (the “Broker/Dealer”) and PNC Bank, National Association (the “Lender”) hereby amend the Revolving Note and Cash Subordination Agreement, using FINRA Form REV-33R, executed on October 29, 2021 with a scheduled maturity date of October 27, 2024 in the principal amount of $75,000,000 (as amended, the “Subordination Agreement”), subject to the terms and conditions set forth in the Subordination Agreement previously approved by the Financial Industry Regulatory Authority, Inc.

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