0001193125-06-196568 Sample Contracts

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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AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF EVERCORE LP Dated as of August 7, 2006
Limited Partnership Agreement • September 25th, 2006 • Evercore Partners Inc. • Finance services • Delaware

This AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of Evercore LP (the “Partnership”) is made as of the 7th day of August, 2006, 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.

SUPPLEMENT TO AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF EVERCORE LP
Limited Partnership Agreement • September 25th, 2006 • Evercore Partners Inc. • Finance services • Delaware

This Supplement (this “Supplement”) to the Amended and Restated Limited Partnership Agreement, dated as of August 7, 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 7th day of August, 2006.

Contract
Joinder Agreement • September 25th, 2006 • Evercore Partners Inc. • Finance services • New York

TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of August 10, 2006, by and among Evercore Partners Inc., a Delaware corporation (the “Corporation”), and each of the Partners from time to time party hereto.

REGISTRATION RIGHTS AGREEMENT OF EVERCORE PARTNERS INC. Dated as of August 10, 2006
Registration Rights Agreement • September 25th, 2006 • Evercore Partners Inc. • Finance services • New York

This REGISTRATION RIGHTS AGREEMENT (including Appendix A hereto, as such Appendix A may be amended from time to time pursuant to the provisions hereof, this “Agreement”), is made and entered into as of August 10, 2006, by and among Evercore Partners Inc., a Delaware corporation (the “Company”), and the Covered Persons (defined below) from time to time party hereto.

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