AGREEMENT AND PLAN OF MERGER among JONES LANG LASALLE INCORPORATED, JLL CM, INC., JLL CMG, LLC and HFF, INC. Dated as of March 18, 2019Agreement and Plan of Merger • March 20th, 2019 • HFF, Inc. • Lessors of real property, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of March 18, 2019 (as amended in accordance with the terms hereof, this “Agreement”), is by and among JONES LANG LASALLE INCORPORATED, a Maryland corporation (“Parent”), JLL CM, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), JLL CMG, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger LLC”), and HFF, INC., a Delaware corporation (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2007 • HFF, Inc. • Finance services • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 5th day of February, 2007 by and between Greg Conley (“Executive”) and HFF, Inc., a Delaware Corporation (the “Company”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 27th, 2015 • HFF, Inc. • Lessors of real property, nec • New York
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of February 5, 2007 (the “Restated Effective Date”), by and between Joe B. Thornton, Jr. (“Employee”) and Holliday Fenoglio Fowler, LP, a Texas limited partnership (“HFF”).
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF HFF SECURITIES L.P. Dated as of February 5, 2007 by and among HOLLIDAY GP CORP., a Delaware corporation, HFF LP ACQUISITION LLC, a Delaware limited liability company, and HFF PARTNERSHIP HOLDINGS...HFF, Inc. • March 16th, 2007 • Finance services • Delaware
This Amended and Restated Limited Partnership Agreement of HFF Securities L.P. (this “Agreement”), dated as of February 5, 2007, is by and among (a) HOLLIDAY GP CORP., a Delaware corporation (the “General Partner”), and (b) HFF LP ACQUISITION LLC, a Delaware limited liability company (“Acquisition”) and HFF PARTNERSHIP HOLDINGS LLC, a Delaware limited liability company (“Holdco” and together with Acquisition, each a “Limited Partner” and collectively, the “Limited Partners”). The General Partner and the Limited Partners are each referred to herein as a “Partner” and collectively referred to herein as the “Partners”.
4,047,472 Shares HFF, Inc. Class A Common Stock Underwriting Agreement dated August 3, 2011 JMP SECURITIES LLCHFF, Inc. • August 5th, 2011 • Lessors of real property, nec • New York
VOTING AGREEMENTVoting Agreement • March 20th, 2019 • HFF, Inc. • Lessors of real property, nec • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of March 18, 2019 by and between JONES LANG LASALLE INCORPORATED, a Maryland corporation (“Parent”), and the undersigned stockholder (the “Stockholder”) of HFF, INC., a Delaware corporation (the “Company”).
LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF JLL CMG, LLC (a Delaware limited liability company)Limited Liability • July 1st, 2019 • HFF, Inc. • Lessors of real property, nec • Delaware
This LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) is executed as of March 15, 2019 by Jones Lang LaSalle Incorporated, a Maryland corporation (the “Member”). The Member, intending to be legally bound, hereby states the terms of its agreement as to the affairs of, and the conduct of the business of, JLL CMG, LLC, a limited liability company (the “Company”), as follows:
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 22nd, 2019 • HFF, Inc. • Lessors of real property, nec • Delaware
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 18th day of March, 2019 (the “Effective Date”) by and between Nancy Goodson (“Executive”) and HFF, Inc., a Delaware Corporation (the “Company,” and, together with the Executive, the “Parties”).
FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • June 30th, 2010 • HFF, Inc. • Lessors of real property, nec • New York
THIS FIRST AMENDMENT to the Amended and Restated Employment Agreement (the “Agreement”), dated as of February 5, 2007, is made and entered into as of this 30th day of June, 2010 by and between John H. Pelusi, Jr. (the “Employee”) and Holliday Fenoglio Fowler, LP, a Texas limited partnership (“HFF”).
WAIVER AGREEMENTWaiver Agreement • August 7th, 2009 • HFF, Inc. • Lessors of real property, nec • New York
WAIVER AGREEMENT dated as of August 5, 2009 (this “Waiver Agreement”), among HOLLIDAY FENOGLIO FOWLER, L.P., a Texas limited partnership (the “Borrower”), the lenders party to the Credit Agreement (as defined below) (collectively, the “Lenders”), and BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”).
AMENDED AND RESTATED TEXAS LIMITED PARTNERSHIP AGREEMENT OF HOLLIDAY FENOGLIO FOWLER, L.P. Dated as of February 5, 2007 by and among HOLLIDAY GP CORP., a Delaware corporation, HFF LP ACQUISITION LLC, a Delaware limited liability company, and HFF...HFF, Inc. • March 16th, 2007 • Finance services • Texas
THIS AMENDED AND RESTATED TEXAS LIMITED PARTNERSHIP AGREEMENT OF HOLLIDAY FENOGLIO FOWLER, L.P. (this “Agreement”), dated as of February 5, 2007, is by and among (a) HOLLIDAY GP CORP., a Delaware corporation (the “General Partner”), and (b) HFF LP ACQUISITION LLC, a Delaware limited liability company (“Acquisition”) and HFF PARTNERSHIP HOLDINGS LLC, a Delaware limited liability company (“Holdco” and together with Acquisition, each a “Limited Partner” and collectively, the “Limited Partners”). The General Partner and the Limited Partners are each referred to herein as a “Partner” and collectively referred to herein as the “Partners”.
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of February 5, 2007 among HOLLIDAY FENOGLIO FOWLER, L.P., as Borrower, BANK OF AMERICA, N.A., as Administrative Agent, and THE LENDERS PARTY HERETO BANC OF AMERICA SECURITIES LLC, As Sole Lead Arranger...Credit Agreement • March 16th, 2007 • HFF, Inc. • Finance services • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of February 5, 2007 among HOLLIDAY FENOGLIO FOWLER, L.P., a limited partnership organized under the laws of the State of Texas (“Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent. Capitalized terms used herein shall have the meanings assigned thereto in Section 1.01 of this Agreement.
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 5th, 2007 • HFF, Inc. • Finance services • New York
This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of October 30, 2007, is by and among HOLIDAY FENOGLIO FOWLER, L.P., a Texas limited partnership (the “Company” or the “Borrower”), the Lenders from time to time party thereto, and BANK OF AMERICA, N.A., as Administrative Agent. Capitalized terms used herein and not otherwise defined shall have the meaning assigned such term in the Credit Agreement (as defined below).
THIRD AMENDMENT TO AMENDED AND RESTATED TEXAS LIMITED PARTNERSHIP AGREEMENT OF HOLLIDAY FENOGLIO FOWLER, L.P.HFF, Inc. • February 26th, 2016 • Lessors of real property, nec • Texas
This THIRD AMENDMENT TO AMENDED AND RESTATED TEXAS LIMITED PARTNERSHIP AGREEMENT OF HOLLIDAY FENOGLIO FOWLER, L.P. (this “Third Amendment”) is dated as of February 18, 2016 and is effective as of January 1, 2015, by and among (a) HOLLIDAY GP CORP., a Delaware corporation (the “General Partner”), and (b) HFF LP ACQUISITION LLC, a Delaware limited liability company (“Acquisition”), and HFF PARTNERSHIP HOLDINGS LLC, a Delaware limited liability company (“Holdco” and together with Acquisition, each a “Limited Partner” and collectively, the “Limited Partners”). The General Partner and the Limited Partners are each referred to herein as a “Partner” and collectively referred to herein as the “Partners.” Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to such terms in the Partnership Agreement (as defined below).
HFF, Inc. Class A Common Stock Underwriting AgreementUnderwriting Agreement • December 22nd, 2006 • HFF, Inc. • Finance services • New York
Goldman, Sachs & Co. Morgan Stanley & Co. Incorporated As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co. 85 Broad Street, New York, New York 10004 and Morgan Stanley & Co. Incorporated, 1585 Broadway, New York, New York 10036
FORM OF TAX RECEIVABLE AGREEMENTForm of Tax Receivable Agreement • December 22nd, 2006 • HFF, Inc. • Finance services • New York
This TAX RECEIVABLE AGREEMENT (this “Agreement”) is dated as of ___, 2007, by and between HFF, Inc., a Delaware corporation (“HFF”), and HFF Holdings, LLC, a Delaware limited liability company (“Holdings”).
CONTRIBUTION AGREEMENTContribution Agreement • March 17th, 2008 • HFF, Inc. • Finance services • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”), dated as of [•] (the “Effective Date”), is entered into by Holliday GP Corp., a corporation organized under the laws of Delaware (“Holliday GP”), Holliday Fenoglio Fowler, L.P., a Texas limited partnership (“HFF LP”) and HFF Securities L.P., a Delaware limited partnership (“HFFS”, together with HFF LP, the “Partnerships”) on one hand and the signatory hereto (the “Indemnitee”) on the other.
FIRST AMENDMENT TO AMENDED AND RESTATED TEXAS LIMITED PARTNERSHIP AGREEMENT OF HOLLIDAY FENOGLIO FOWLER, L.P.HFF, Inc. • May 6th, 2011 • Lessors of real property, nec • Texas
This FIRST AMENDMENT TO AMENDED AND RESTATED TEXAS LIMITED PARTNERSHIP AGREEMENT OF HOLLIDAY FENOGLIO FOWLER, L.P. (this “First Amendment”) is dated as of May 6, 2011 and is effective as of the date hereof, by and among (a) HOLLIDAY GP CORP., a Delaware corporation (the “General Partner”), and (b) HFF LP ACQUISITION LLC, a Delaware limited liability company (“Acquisition”), and HFF PARTNERSHIP HOLDINGS LLC, a Delaware limited liability company (“Holdco” and together with Acquisition, each a “Limited Partner” and collectively, the “Limited Partners”). The General Partner and the Limited Partners are each referred to herein as a “Partner” and collectively referred to herein as the “Partners.” Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to such terms in the Partnership Agreement (as defined below).
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • July 2nd, 2008 • HFF, Inc. • Finance services • New York
This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of June 27, 2008, is by and among HOLLIDAY FENOGLIO FOWLER, L.P., a Texas limited partnership (the “Company” or the “Borrower”), the Lenders from time to time party thereto, and BANK OF AMERICA, N.A., as Administrative Agent. Capitalized terms used herein and not otherwise defined shall have the meaning assigned such term in the Credit Agreement (as defined below).
FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF HFF SECURITIES L.P.HFF, Inc. • May 6th, 2011 • Lessors of real property, nec • Delaware
This FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF HFF SECURITIES L.P. (this “First Amendment”) is dated as of May 6, 2011 and is effective as of the date hereof, by and among (a) HOLLIDAY GP CORP., a Delaware corporation (the “General Partner”), and (b) HFF LP ACQUISITION LLC, a Delaware limited liability company (“Acquisition”), and HFF PARTNERSHIP HOLDINGS LLC, a Delaware limited liability company (“Holdco” and together with Acquisition, each a “Limited Partner” and collectively, the “Limited Partners”). The General Partner and the Limited Partners are each referred to herein as a “Partner” and collectively referred to herein as the “Partners.” Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to such terms in the Partnership Agreement (as defined below).
SECOND AMENDMENT TO AMENDED AND RESTATED TEXAS LIMITED PARTNERSHIP AGREEMENT OF HOLLIDAY FENOGLIO FOWLER, L.P.HFF, Inc. • March 14th, 2014 • Lessors of real property, nec • Texas
This SECOND AMENDMENT TO AMENDED AND RESTATED TEXAS LIMITED PARTNERSHIP AGREEMENT OF HOLLIDAY FENOGLIO FOWLER, L.P. (this “Second Amendment”) is dated as of November 12, 2013 and is effective as of the date hereof, by and among (a) HOLLIDAY GP CORP., a Delaware corporation (the “General Partner”), and (b) HFF LP ACQUISITION LLC, a Delaware limited liability company (“Acquisition”), and HFF PARTNERSHIP HOLDINGS LLC, a Delaware limited liability company (“Holdco” and together with Acquisition, each a “Limited Partner” and collectively, the “Limited Partners”). The General Partner and the Limited Partners are each referred to herein as a “Partner” and collectively referred to herein as the “Partners.” Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to such terms in the Partnership Agreement (as defined below).
FORM OF REGISTRATION RIGHTS AGREEMENT BY AND AMONG HFF, INC. AND HFF HOLDINGS LLC Dated as of [•], 2007Registration Rights Agreement • December 22nd, 2006 • HFF, Inc. • Finance services • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of [•], 2007, by and among HFF, Inc., a Delaware corporation (the “Company”), and HFF Holdings LLC, a Delaware limited liability company (“HFF Holdings”).
FORM OF SALE AND MERGER AGREEMENT Among HFF HOLDINGS LLC, HOLLIDAY GP CORP., HFF LP ACQUISITION LLC, HFF, INC., GP ACQUISITION CORP. and HFF PARTNERSHIP HOLDINGS LLC Dated As OfSale and Merger Agreement • December 22nd, 2006 • HFF, Inc. • Finance services • New York
THIS SALE AND MERGER AGREEMENT (this “Agreement”), dated as of [•], 2007, is entered into by and among HFF Holdings LLC, a limited liability company organized under the laws of Delaware (“HFF Holdings”), Holliday GP Corp., a corporation organized under the laws of Delaware (“Holliday GP”), HFF LP Acquisition LLC, a limited liability company organized under the laws of Delaware (“Holdings Sub” and together with HFF Holdings, the “Sellers”), HFF, Inc., a corporation organized under the laws of Delaware (the “Company”), HFF Partnership Holdings LLC, a limited liability company organized under the laws of Delaware (“HoldCo LLC”), and GP Acquisition Corp., a corporation organized under the laws of Delaware (“GP Acquisition Corp.”).
FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 27th, 2015 • HFF, Inc. • Lessors of real property, nec • New York
THIS FIRST AMENDMENT to the Amended and Restated Employment Agreement (the “Agreement”), dated as of February 5, 2007, is made and entered into as of this 30th day of June, 2010 by and between Mark D. Gibson (the “Employee”) and Holliday Fenoglio Fowler, LP, a Texas limited partnership (“HFF”).
FORM OF AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 22nd, 2006 • HFF, Inc. • Finance services • New York
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of , 2006 (the “Restated Effective Date”), by and between John H. Pelusi, Jr. (“Employee”) and Holliday Fenoglio Fowler, LP, a Texas limited partnership (“HFF”).
FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 27th, 2015 • HFF, Inc. • Lessors of real property, nec • New York
THIS FIRST AMENDMENT to the Amended and Restated Employment Agreement (the “Agreement”), dated as of February 5, 2007, is made and entered into as of this 30th day of June, 2010 by and between Joe B. Thornton, Jr. (the “Employee”) and Holliday Fenoglio Fowler, LP, a Texas limited partnership (“HFF”).
