Exhibit 1.1 GREENHILL & CO., INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • May 6th, 2005 • Greenhill & Co Inc • Finance services • New York
RECITALLease Agreement • April 30th, 2004 • Greenhill & Co Inc • Finance services • New York
BACKGROUNDSublease Agreement • April 30th, 2004 • Greenhill & Co Inc • Finance services
Exhibit 10.2 FORM OF EMPLOYMENT, NON-COMPETITION AND PLEDGE AGREEMENT This Employment, Non-Competition and Pledge Agreement (this "AGREEMENT") dated as of _____ __, 2004 is entered into by and among [Name of Managing Director] (the "EXECUTIVE") and...Employment Agreement • April 20th, 2004 • Greenhill & Co Inc • Finance services • New York
EXHIBIT 1.1 [FORM OF UNDERWRITING AGREEMENT] GREENHILL & CO., INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • May 5th, 2004 • Greenhill & Co Inc • Finance services • New York
DATE 2007 ---------------------Limited Partnership Agreement • August 2nd, 2007 • Greenhill & Co Inc • Finance services • Edinburgh
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE GREENHILL ENTITIESReorganization Agreement • April 30th, 2004 • Greenhill & Co Inc • Finance services • Delaware
Exhibit 10.3 FORM OF EMPLOYMENT, NON-COMPETITION AND PLEDGE AGREEMENT This Employment, Non-Competition and Pledge Agreement (this "AGREEMENT") dated as of _______, 2004 is entered into by and among [Name of Managing Director] (the "EXECUTIVE"),...Employment Agreement • April 20th, 2004 • Greenhill & Co Inc • Finance services • New York
GREENHILL & CO., INC.Stock Certificate • April 9th, 2004 • Greenhill & Co Inc • Finance services
transferable on the books of the Corporation by the holder hereof in person or by Attorney upon surrender of this certificate properly endorsed. This certificate is not valid unless countersigned by the Transfer Agent and Registrar.
Exhibit 10.7 TAX INDEMNIFICATION AGREEMENT, dated as of _______ __ , 2004, among Greenhill & Co., Inc. (the "COMPANY"), Greenhill & Co. Cayman Limited ("SUB"), the current and former members of Greenhill & Co. Holdings, LLC ("US LLC") and their...Tax Indemnification Agreement • April 20th, 2004 • Greenhill & Co Inc • Finance services • New York
LEASE -----Lease • April 30th, 2004 • Greenhill & Co Inc • Finance services • New York
AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GREENHILL CAPITAL, L.P.Amended and Restated Agreement of Limited Partnership • April 30th, 2004 • Greenhill & Co Inc • Finance services • Delaware
EXHIBIT 10.32 THE LIMITED PARTNER INTERESTS EVIDENCED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA OR NON-U.S. JURISDICTION AND MAY NOT BE...Limited Partnership Agreement • April 28th, 2006 • Greenhill & Co Inc • Finance services • Delaware
Exhibit 10.6 GREENHILL & CO., INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (the "AGREEMENT") is made as of ________ ___, 2004 by and between Greenhill & Co., Inc., a Delaware corporation (the "COMPANY"), and _________________ (the...Indemnification Agreement • April 30th, 2004 • Greenhill & Co Inc • Finance services • Delaware
Exhibit 10.17 ================================================================= =============== THE LIMITED PARTNER INTERESTS EVIDENCED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAWS OF...Limited Partnership Agreement • April 30th, 2004 • Greenhill & Co Inc • Finance services • Delaware
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • April 17th, 2019 • Greenhill & Co Inc • Security brokers, dealers & flotation companies • New York
CREDIT AGREEMENT dated as of October 12, 2017, and amended as of April 12, 2019 (this “Agreement”), among Greenhill & Co., Inc. (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA (“Goldman Sachs”), as Administrative Agent.
ARTICLE 1 DEFINITIONSLoan Agreement • April 20th, 2004 • Greenhill & Co Inc • Finance services • California
DRAFT Exhibit 10.19 THE LIMITED PARTNER INTERESTS EVIDENCED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAWS OF ANY STATE OR FOREIGN JURISDICTION AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT...Limited Partnership Agreement • April 30th, 2004 • Greenhill & Co Inc • Finance services • Delaware
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • August 9th, 2023 • Greenhill & Co Inc • Security brokers, dealers & flotation companies • New York
Exhibit A — Form of Assignment and Assumption Exhibit B — Form of Guarantee Agreement Exhibit C — Form of Perfection Certificate Exhibit D — Form of Collateral Agreement Exhibit E — Form of Borrowing Request
AGREEMENT AND PLAN OF MERGER by and among MIZUHO AMERICAS LLC, BLANC MERGER SUB, INC. and GREENHILL & CO, INC. Dated as of May 22, 2023Merger Agreement • May 22nd, 2023 • Greenhill & Co Inc • Security brokers, dealers & flotation companies • Delaware
AGREEMENT AND PLAN OF MERGER dated as of May 22, 2023 (this “Agreement”), by and among Mizuho Americas LLC, a Delaware limited liability company (“Parent”), Blanc Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Sub”), and Greenhill & Co., Inc., a Delaware corporation (the “Company”).
Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • November 10th, 2008 • Greenhill & Co Inc • Finance services • New York
Goldman, Sachs & Co., As representative of the several Underwriters named in Schedule I hereto, 85 Broad Street, New York, New York 10004.
LEASELease • April 30th, 2004 • Greenhill & Co Inc • Finance services • New York
Exhibit 10.20 ASSIGNMENT AND SUBSCRIPTION AGREEMENT ASSIGNMENT AND SUBSCRIPTION AGREEMENT (this "AGREEMENT") dated as of January 1, 2004, by and among the Limited Partners party hereto (each an "ASSIGNOR"), Greenhill & Co. Holdings LLC (the...Assignment and Subscription Agreement • April 30th, 2004 • Greenhill & Co Inc • Finance services • New York
300 PARK AVENUE, INC.,Lease Agreement • June 22nd, 2009 • Greenhill & Co Inc • Finance services • New York
LEASE, made as of the ___ day of June, 2009 (the “Effective Date”), between 300 PARK AVENUE, INC. (the “Landlord”), a Delaware corporation, having an office c/o Tishman Speyer Properties, L.P. 520 Madison Avenue, New York, New York 10022 and GREENHILL & CO. INC., a Delaware corporation (the “Tenant”), having an office at 300 Park Avenue, New York, New York 10022.
RENEWAL AND MODIFICATION AGREEMENTRenewal and Modification Agreement • May 5th, 2016 • Greenhill & Co Inc • Security brokers, dealers & flotation companies
This Renewal And Modification Agreement (the "Agreement") dated as of March 8, 2016, for reference purposes only, is made by and between Greenhill & Co., Inc. (the “Borrower”), and First Republic Bank (the "Lender"), with reference to the following facts:
EMPLOYMENT, NON-COMPETITION AND PLEDGE AGREEMENTEmployment Agreement • February 22nd, 2013 • Greenhill & Co Inc • Security brokers, dealers & flotation companies • New York
This Employment, Non-Competition and Pledge Agreement (this “Agreement”) dated as of May 11, 2004 is entered into by and among Robert F. Greenhill (the “Executive”), Greenhill Family Limited Partnership, a Delaware limited partnership (the “Pledgor”) and Greenhill & Co., Inc., a Delaware corporation (the “Company”).
EXHIBIT 10.33 THE LIMITED PARTNER INTERESTS EVIDENCED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAWS OF ANY STATE OR FOREIGN JURISDICTION AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLIANCE...Limited Partnership Agreement • April 28th, 2006 • Greenhill & Co Inc • Finance services • Delaware
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • May 5th, 2016 • Greenhill & Co Inc • Security brokers, dealers & flotation companies • California
This Amended and Restated SECURITY AGREEMENT (LLC Distributions) (the “Agreement”), dated as of April 14, 2016, is executed by and between GREENHILL & CO., INC., a Delaware corporation (“Borrower”), and FIRST REPUBLIC BANK (“Lender”) and amends and restates in its entirety that certain Security Agreement (LLC Distributions) dated as of April 1, 2015 between the parties.
Greenhill & Co., Inc. Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • July 30th, 2009 • Greenhill & Co Inc • Finance services • New York
Greenhill & Co., Inc. Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • November 20th, 2009 • Greenhill & Co Inc • Finance services • New York
* Each Selling Stockholder has appointed Richard J. Lieb, Ulrika Ekman and Harold J. Rodriguez, Jr., and each of them, as the Attorneys-in-Fact for such Selling Stockholder.
Exhibit 10.13 ASSIGNMENT AND ASSUMPTION OF LEASE THIS ASSIGNMENT AND ASSUMPTION OF LEASE ("Assignment") entered into effective as of the 3rd day of October, 2003, by McCARTER & ENGLISH, LLP, a New Jersey limited liability partnership, having an...Assignment and Assumption of Lease • April 30th, 2004 • Greenhill & Co Inc • Finance services
JOINT FILING AGREEMENTJoint Filing Agreement • February 14th, 2007 • Greenhill & Co Inc • Finance services
This Agreement may be executed in two or more counterparts, any one of which need not contain the signature of more than one party, but all such parties taken together will constitute part of this Agreement.
RENEWAL AND MODIFICATION AGREEMENTRenewal and Modification Agreement • May 8th, 2012 • Greenhill & Co Inc • Security brokers, dealers & flotation companies
This Renewal And Modification Agreement (the “Agreement”) dated as of April 30, 2012, for reference purposes only, is made by and between Greenhill & Co. Inc. (the “Borrower”), and First Republic Bank (the “Lender”), with reference to the following facts:
JOINT FILING AGREEMENTJoint Filing Agreement • February 14th, 2007 • Greenhill & Co Inc • Finance services
This Agreement may be executed in two or more counterparts, any one of which need not contain the signature of more than one party, but all such parties taken together will constitute part of this Agreement.
GCP, LLCLimited Liability Company Agreement • April 30th, 2004 • Greenhill & Co Inc • Finance services • Delaware
