HFF, Inc. Class A Common Stock Underwriting AgreementUnderwriting Agreement • December 22nd, 2006 • HFF, Inc. • Finance services • New York
Goldman, Sachs & Co. Morgan Stanley & Co. Incorporated As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co. 85 Broad Street, New York, New York 10004 and Morgan Stanley & Co. Incorporated, 1585 Broadway, New York, New York 10036
FORM OF TAX RECEIVABLE AGREEMENTTax Receivable Agreement • December 22nd, 2006 • HFF, Inc. • Finance services • New York
This TAX RECEIVABLE AGREEMENT (this “Agreement”) is dated as of ___, 2007, by and between HFF, Inc., a Delaware corporation (“HFF”), and HFF Holdings, LLC, a Delaware limited liability company (“Holdings”).
FORM OF REGISTRATION RIGHTS AGREEMENT BY AND AMONG HFF, INC. AND HFF HOLDINGS LLC Dated as of [•], 2007Registration Rights Agreement • December 22nd, 2006 • HFF, Inc. • Finance services • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of [•], 2007, by and among HFF, Inc., a Delaware corporation (the “Company”), and HFF Holdings LLC, a Delaware limited liability company (“HFF Holdings”).
FORM OF SALE AND MERGER AGREEMENT Among HFF HOLDINGS LLC, HOLLIDAY GP CORP., HFF LP ACQUISITION LLC, HFF, INC., GP ACQUISITION CORP. and HFF PARTNERSHIP HOLDINGS LLC Dated As OfSale and Merger Agreement • December 22nd, 2006 • HFF, Inc. • Finance services • New York
THIS SALE AND MERGER AGREEMENT (this “Agreement”), dated as of [•], 2007, is entered into by and among HFF Holdings LLC, a limited liability company organized under the laws of Delaware (“HFF Holdings”), Holliday GP Corp., a corporation organized under the laws of Delaware (“Holliday GP”), HFF LP Acquisition LLC, a limited liability company organized under the laws of Delaware (“Holdings Sub” and together with HFF Holdings, the “Sellers”), HFF, Inc., a corporation organized under the laws of Delaware (the “Company”), HFF Partnership Holdings LLC, a limited liability company organized under the laws of Delaware (“HoldCo LLC”), and GP Acquisition Corp., a corporation organized under the laws of Delaware (“GP Acquisition Corp.”).
FORM OF AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 22nd, 2006 • HFF, Inc. • Finance services • New York
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of , 2006 (the “Restated Effective Date”), by and between John H. Pelusi, Jr. (“Employee”) and Holliday Fenoglio Fowler, LP, a Texas limited partnership (“HFF”).
