4,200,000 Shares EVERCORE PARTNERS INC. Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 15th, 2007 • Evercore Partners Inc. • Investment advice • New York
Evercore Partners Inc., a Delaware corporation (the “Company”), proposes to sell to the underwriters (the “Underwriters”) named in Schedule 1 attached to this agreement (this “Agreement”) 1,581,778 shares of the Company’s Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), and the stockholders of the Company named in Schedule 2 attached to this Agreement (the “Selling Stockholders”) propose to sell to the Underwriters an aggregate of 2,618,222 shares of Class A Common Stock. The aggregate of 4,200,000 shares to be sold by the Company and the Selling Stockholders is hereinafter collectively called the “Firm Stock.” In addition, the Selling Stockholders propose to grant to the Underwriters options to purchase up to an aggregate of 630,000 additional shares of the Class A Common Stock on the terms set forth in Section 3 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.” This is to confirm the
