] Shares EVERCORE PARTNERS INC. Class A Common Stock UNDERWRITING AGREEMENTUnderwriting 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.
FORM OF EMPLOYMENT AGREEMENTEmployment Agreement • July 31st, 2006 • Evercore Partners Inc. • Finance services • New York
EMPLOYMENT AGREEMENT (the “Agreement”) dated as of [ ], 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 Roger C. Altman (the “Executive”).
INDEMNIFICATION AGREEMENTIndemnification 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”).
EVERCORE GROUP HOLDINGS L.P.Evercore Partners Inc. • July 31st, 2006 • Finance services • New York
On behalf of Evercore Group Holdings L.P. (“EGHLP”) and its affiliates (collectively, “Evercore”), I am pleased to present to you this letter agreement, which sets forth the terms and conditions of your employment.
EVERCORE GROUP HOLDINGS L.P.Evercore Partners Inc. • July 31st, 2006 • Finance services • New York
On behalf of Evercore Group Holdings L.P. (“EGHLP”) and its affiliates (collectively, “Evercore”), I am pleased to present to you this letter agreement, which sets forth the terms and conditions of your employment.
B J TAYLOR J P OAKLEY EVERCORE PARTNERS INC.,Agreement • July 31st, 2006 • Evercore Partners Inc. • Finance services
Braveheart Financial Services Limited (the Company) is a private company limited by shares incorporated in England conducting corporate finance and private equity advisory business.
SUPPLEMENT TO AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF EVERCORE LPLimited Partnership Agreement • July 31st, 2006 • Evercore Partners Inc. • Finance services • Delaware
This Supplement (this “Supplement”) to the Amended and Restated Limited Partnership Agreement, dated as of [ ], 2006 (the “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 as of the [ ] day of [ ], 2006.
EVERCORE PARTNERS II L.L.C. THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of , 2006Limited Liability Company Agreement • July 31st, 2006 • Evercore Partners Inc. • Finance services • Delaware
This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of EVERCORE PARTNERS II L.L.C. (the “Company”), dated as of , 2006 (the “Effective Date”), is entered into by and among the Managing Members (as defined herein), the other Members named in Annex A hereto and such other parties which may from time to time be admitted as members of the Company.
