FORM OF TAX RECEIVABLE AGREEMENTTax Receivable Agreement • September 21st, 2007 • Duff & Phelps Corp • Finance services • Delaware
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of , 2007, is hereby entered into by and among Duff & Phelps Corporation, a Delaware corporation (the “Corporation”), Duff & Phelps Acquisitions, LLC, a Delaware limited liability company (“DPA”), and each of the undersigned parties hereto identified as “Members.”
FORM OFLimited Liability Company Agreement • September 21st, 2007 • Duff & Phelps Corp • Finance services • Delaware
This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Duff & Phelps Acquisitions, LLC, dated and effective as of , 2007 (this “Agreement”), is adopted, executed and agreed to, for good and valuable consideration, by and among Duff & Phelps Acquisitions, LLC, a Delaware limited liability company (the “Company”), and the Members (as defined below) listed on the Schedule of Members. Any reference in this Agreement to any Member shall include such Member’s Successors in Interest (as defined below) to the extent such Successors in Interest have become Substituted Members in accordance with the provisions of this Agreement.
EXCHANGE AGREEMENT BY AND AMONG DUFF & PHELPS ACQUISITIONS, LLC LM DUFF HOLDINGS, LLC LOVELL MINNICK EQUITY PARTNERS LP VESTAR CAPITAL PARTNERS IV, L.P.Exchange Agreement • September 21st, 2007 • Duff & Phelps Corp • Finance services • New York
EXCHANGE AGREEMENT (the “Agreement”), dated as of , 2007, by and among Duff & Phelps Acquisitions LLC, a Delaware limited liability company (“DPA”), LM Duff Holdings, LLC, Lovell Minnick Equity Partners LP, Vestar Capital Partners IV, L.P., Vestar/D&P Holdings LLC and certain other Members (as defined herein).
FORM OF REGISTRATION RIGHTS AGREEMENT BY AND AMONG DUFF & PHELPS CORPORATION and the HOLDERS, as defined herein Dated as of , 2007Registration Rights Agreement • September 21st, 2007 • Duff & Phelps Corp • Finance services • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of , 2007, by and among Duff & Phelps Corporation, a Delaware corporation (the “Company”) and the Holders (as defined herein).
FORM OF RESTRICTED STOCK AWARD AGREEMENT UNDER THE DUFF & PHELPS CORPORATION 2007 OMNIBUS STOCK INCENTIVE PLANRestricted Stock Award Agreement • September 21st, 2007 • Duff & Phelps Corp • Finance services • Delaware
This Award Agreement (this “Restricted Stock Award Agreement”), dated as of , 2007 (the “Date of Grant”), is made by and between Duff & Phelps Corporation, a Delaware corporation (the “Company”) and (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Company 2007 Omnibus Stock Incentive Plan (the “Plan”). Where the context permits, references to the Company shall include any successor to the Company.
FORM OF STOCK OPTION AWARD AGREEMENT UNDER THE DUFF & PHELPS CORPORATIONStock Option Award Agreement • September 21st, 2007 • Duff & Phelps Corp • Finance services • New York
This Stock Option Award Agreement (the “Option Award Agreement”) is made and entered into as of the date of grant set forth below (the “Date of Grant”) by and between Duff & Phelps Corporation, a Delaware corporation (the “Company”), and the optionee named below (the “Optionee”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Company’s 2007 Omnibus Stock Incentive Plan (the “Plan”). Where the context permits, references to the Company shall include any successor to the Company.
