Employment AgreementEmployment Agreement • April 4th, 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 Navid Mahmoodzadegan (the “Executive”). This Agreement supersedes the previous Employment Agreement with Moelis & Company Holdings LLC dated as of July 2, 2007.
Moelis & Company Class A Common Stock (par value $0.01 per share) Underwriting AgreementUnderwriting Agreement • April 4th, 2014 • Moelis & Co • Investment advice • New York
Moelis & Company, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [·] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [·] additional shares (the “Optional Shares”) of Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”) of the Company. The Firm Shares and the Optional Shares that the Underwriters may elect to purchase pursuant to Section 2 hereof are hereinafter collectively referred to as the “Shares”. The Company will use a portion of the proceeds it receives from the sale of any Shares to purchase Class A partnership units from Moelis & Company Group LP (“Group LP”), a Delaware limited partnership, the general partner of which is a wholly owned subsidiary of the Company.
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • April 4th, 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 Holdings Feeder, Inc., a Delaware corporation (“Feeder”), Moelis & Company Group LP, a Delaware limited partnership (the “Partnership”), and each of the Partners listed on Schedule 1 hereto.
