4,775,632 Shares EVERCORE PARTNERS INC. Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 22nd, 2011 • 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”) 4,665,210 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 110,422 shares of Class A Common Stock. The aggregate of 4,775,632 shares to be sold by the Company and the Selling Stockholders is hereinafter collectively called the “Firm Stock.” In addition, the Company and the Selling Stockholders propose to grant to the Underwriters options to purchase up to an aggregate of 716,344 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.” The Compa
UNIT PURCHASE AGREEMENTUnit Purchase Agreement • June 22nd, 2011 • Evercore Partners Inc. • Investment advice • New York
Subject to the terms and conditions stated in this Unit Purchase Agreement (this “Agreement”), the holder of limited partnership units of Evercore LP, a Delaware limited partnership (“Evercore LP”), identified on Schedule I hereto (the “Selling Unitholder”) hereby agrees to sell to Evercore Partners Inc., a Delaware corporation (the “Company”), and the Company hereby agrees to purchase from the Selling Unitholder, the number of limited partnership units of Evercore LP set forth opposite the Selling Unitholder’s name in Schedule I hereto (the “Firm Evercore LP Units”). In addition, the Selling Unitholder hereby agrees to sell to the Company, and the Company agrees to purchase from the Selling Unitholder, certain additional limited partnership units of Evercore LP on the terms and subject to the conditions set forth in Section 4 hereof (the “Additional Evercore LP Units” and, together with the Firm Evercore LP Units, the “Evercore LP Units”).
