CONTRIBUTION AND EXCHANGE AGREEMENT dated as of August 3, 2014 among ISI HOLDING, INC. ISI HOLDING II, INC. ISI MANAGEMENT HOLDINGS LLC ISI HOLDING, LLC EDWARD S. HYMAN THE HOLDERS LISTED ON ANNEX A EVERCORE LP EVERCORE PARTNERS INC. and EDWARD S....Contribution and Exchange Agreement • August 4th, 2014 • Evercore Partners Inc. • Investment advice
This CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”), dated as of August 3, 2014, is entered into by and among ISI Holding, LLC, a Delaware limited liability company (the “Transferor”), ISI Holding, Inc., a Delaware corporation (“Holding”), ISI Management Holdings LLC, a Delaware limited liability company (“Management Holdings”), ISI Holding II, Inc., a Delaware corporation (“Holding II” and together with Holding, the Transferor and Management Holdings, the “Transferor Parties” and each individually a “Transferor Party”), the holders of the Management Holdings Management Units set forth on Annex A hereto (each, a “Holder” and collectively, the “Holders”), Edward S. Hyman (the “Founder”), Evercore LP, a Delaware limited partnership (the “Acquiror”), Evercore Partners Inc., a Delaware corporation (“Parent”), and the Founder, solely in his capacity as the Holders’ Representative (as defined in Section 2.7).
