Employment AgreementEmployment Agreement • February 27th, 2014 • Moelis & Co • Investment advice • Delaware
This Employment Agreement (the “Agreement”), dated as of [S-1 Effective Date], 2014 (the “Effective Date”), is made by and between Moelis & Company, a Delaware corporation (together with any successor thereto, “Moelis & Company”), Moelis and Company Group LP (together with any successor thereto, “Group LP”) (Moelis & Company and Group LP together, the “Company”) and Kenneth Moelis (the “Executive”). This Agreement supersedes the previous Employment Agreement with Moelis & Company Holdings LLC dated as of July 2, 2007.
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MOELIS & COMPANY GROUP LP a Delaware limited partnershipAgreement of Limited Partnership • February 27th, 2014 • Moelis & Co • Investment advice • Delaware
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MOELIS & COMPANY GROUP LP, dated as of [·], 2014, is entered into by and among MOELIS & COMPANY GROUP GP LLC, a Delaware limited liability company, Moelis & Company, a Delaware corporation (the “Special Limited Partner”), and the Limited Partners (as defined herein).
MASTER SERVICES AGREEMENTMaster Services Agreement • February 27th, 2014 • Moelis & Co • Investment advice • New York
This SERVICES AGREEMENT, dated as of [S-1 Effective Date] is made by and between MOELIS & COMPANY GROUP LP, a Delaware limited partnership ( “Advisory”), and MOELIS ASSET MANAGEMENT LP, a Delaware limited partnership (“Asset Management”) and each of the following subsidiaries of Asset Management: MOELIS CAPITAL PARTNERS LLC, a Delaware limited liability company (“MCP”), P&S CREDIT MANAGEMENT, L.P., a Delaware limited partnership ( “Gracie”), FREEPORT FINANCIAL PARTNERS LLC, a Delaware limited liability company (“Freeport”), and STEELE CREEK INVESTMENT MANAGEMENT LLC, a Delaware limited liability company (“Steele Creek”).
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • February 27th, 2014 • Moelis & Co • Investment advice • Delaware
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of , 2014, is hereby entered into by and among Moelis & Company, a Delaware corporation (the “Corporation”), Moelis & Company Group LP, a Delaware limited partnership (the “Partnership”), and each of the Partners listed on Schedule 1 hereto.
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • February 27th, 2014 • Moelis & Co • Investment advice • New York
THIS TRADEMARK LICENSE AGREEMENT (this “Agreement”) is entered into, as of [ ], 2014 (the “Effective Date”), by and between Moelis & Company Group LP, a Delaware limited partnership, having an address at 399 Park Avenue, 5th Floor, New York, NY 10022 (“Licensor”) and Moelis Asset Management LP, a Delaware limited partnership, having an address at 399 Park Avenue, New York, NY 10022 (“Licensee”). Licensor and Licensee may be referred to herein individually as a “Party,” and collectively as the “Parties,” to this Agreement.
STOCKHOLDERS AGREEMENT dated as of between MOELIS & COMPANY and MOELIS & COMPANY PARTNER HOLDINGS LLC and THE OTHER PERSONS SET FORTH ON THE SIGNATURE PAGES HERETOShareholder Agreements • February 27th, 2014 • Moelis & Co • Investment advice • Delaware
STOCKHOLDERS AGREEMENT (the “Agreement”), dated as of [·], 2014, between Moelis & Company, a Delaware corporation (the “Company”), Moelis & Company Partner Holdings LLC, a Delaware limited liability company (“Holdings”), and the Persons (as defined herein) set forth on the signature pages hereto (together with Holdings and all other Persons who become Company stockholders party hereto in accordance with this Agreement, the “Stockholders”).
