CONTRIBUTION AND EXCHANGE AGREEMENT By and Among EVERCORE LP, EVERCORE PARTNERS INC., EVERCORE PARTNERS SERVICES EAST L.L.C., TRILANTIC CAPITAL PARTNERS ASSOCIATES IV L.P., TRILANTIC CAPITAL PARTNERS ASSOCIATES IV (PARALLEL GP) L.P., TRILANTIC CAPITAL...Contribution and Exchange Agreement • February 16th, 2010 • Evercore Partners Inc. • Investment advice • New York
THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of February 11, 2010, by and among Evercore Partners Services East L.L.C., a Delaware limited liability company (“Evercore East”), Evercore LP, a Delaware limited partnership (“Evercore LP”), Evercore Partners Inc., a Delaware corporation (“Evercore” and together with Evercore East and Evercore LP, the “Evercore Parties” and each, an “Evercore Party”), Trilantic Capital Partners Associates IV L.P., a Delaware limited partnership (“Trilantic IV GP”), Trilantic Capital Partners Associates IV (Parallel GP) L.P., a Delaware limited partnership (“Trilantic IV Parallel GP”), Trilantic Capital Partners Associates IV (AIV GP) L.P., a Delaware limited partnership (“Trilantic IV AIV GP” and together with Trilantic IV GP and Trilantic IV Parallel GP, the “Trilantic GP Entities” and each, a “Trilantic GP Entity”), Trilantic Capital Partners Associates MGP IV LLC, a Delaware limited liability company (“Trilantic
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF EVERCORE LPLimited Partnership Agreement • February 16th, 2010 • Evercore Partners Inc. • Investment advice • Delaware
This Amendment No. 1 (the “Amendment”) to Second Amended and Restated Limited Partnership Agreement, dated as of July 27, 2009 (the “Existing Partnership Agreement” and collectively with the Amendment, as amended, supplemented or modified from time to time, the “Partnership Agreement”), of Evercore LP, a Delaware limited partnership (the “Partnership”), by and among Evercore Partners Inc., a Delaware corporation, as general partner of the Partnership (the “General Partner”), and the Limited Partners (as defined therein) of the Partnership, is made as of the 11th day of February, 2010. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Existing Partnership Agreement.
