TAX RECEIVABLE AGREEMENTTax Receivable Agreement • November 14th, 2007 • Duff & Phelps Corp • Finance services • Delaware
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of October 3, 2007, is hereby entered into by and among Duff & Phelps Corporation, a Delaware corporation (the “Corporation”), Duff & Phelps Acquisitions, LLC, a Delaware limited liability company (“DPA”), and each of the undersigned parties hereto identified as “Members.”
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of October 3, 2007Limited Liability Company Agreement • November 14th, 2007 • Duff & Phelps Corp • Finance services • Delaware
This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Duff & Phelps Acquisitions, LLC, dated and effective as of October 3, 2007 (this “Agreement”), is adopted, executed and agreed to, for good and valuable consideration, by and among Duff & Phelps Acquisitions, LLC, a Delaware limited liability company (the “Company”), and the Members (as defined below) listed on the Schedule of Members. Any reference in this Agreement to any Member shall include such Member’s Successors in Interest (as defined below) to the extent such Successors in Interest have become Substituted Members in accordance with the provisions of this Agreement.
EXCHANGE AGREEMENT BY AND AMONG DUFF & PHELPS ACQUISITIONS, LLC LM DUFF HOLDINGS, LLC LOVELL MINNICK EQUITY PARTNERS LP VESTAR CAPITAL PARTNERS IV, L.P.Exchange Agreement • November 14th, 2007 • Duff & Phelps Corp • Finance services • New York
EXCHANGE AGREEMENT (the “Agreement”), dated as of October 3, 2007, by and among Duff & Phelps Acquisitions LLC, a Delaware limited liability company (“DPA”), LM Duff Holdings, LLC, Lovell Minnick Equity Partners LP, Vestar Capital Partners IV, L.P., Vestar/D&P Holdings LLC and certain other Members (as defined herein).
REGISTRATION RIGHTS AGREEMENT BY AND AMONG DUFF & PHELPS CORPORATION and the HOLDERS, as defined herein Dated as of October 3, 2007Registration Rights Agreement • November 14th, 2007 • Duff & Phelps Corp • Finance services • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of October 3, 2007, by and among Duff & Phelps Corporation, a Delaware corporation (the “Company”) and the Holders (as defined herein).
