0001193125-16-772391 Sample Contracts

FIFTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF EVERCORE LP Dated as of November 15, 2016
Limited Partnership Agreement • November 18th, 2016 • Evercore Partners Inc. • Investment advice • Delaware

This FIFTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of Evercore LP (the “Partnership”) is made as of November 15, 2016, 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.

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EMPLOYMENT AGREEMENT
Employment Agreement • November 18th, 2016 • Evercore Partners Inc. • Investment advice • New York

EMPLOYMENT AGREEMENT (the “Agreement”) made as of November 15, 2016 (the “Effective Date”) by and among Evercore Partners Inc. (the “Company”), Evercore LP (the “Partnership”) (the Company and Partnership, each and collectively, “Employer”) and John S. Weinberg (the “Executive”).

INCENTIVE SUBSCRIPTION AGREEMENT
Incentive Subscription Agreement • November 18th, 2016 • Evercore Partners Inc. • Investment advice • Delaware

This Incentive Subscription Agreement (this “Agreement”) is made as of November 15, 2016 (the “Effective Date”), by and among Evercore LP, a Delaware limited partnership (the “Partnership”), Evercore Partners Inc., a Delaware corporation, as general partner of the Partnership (the “General Partner” and, together with the Partnership and their subsidiaries, “Evercore”), and John S. Weinberg (the “Executive”). Capitalized terms used herein but not defined herein shall have the meaning set forth in the Partnership Agreement (as defined below).

Confidentiality, Non-Solicitation and Proprietary Information Agreement (Executive Chairman)
Proprietary Information Agreement • November 18th, 2016 • Evercore Partners Inc. • Investment advice • New York

This Confidentiality, Non-Solicitation and Proprietary Information Agreement (the “Agreement”), is made as of the 15th day of November, 2016, between Evercore Partners Inc. (the “Company”), and the employee signatory hereto (the “Employee”).

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