Sale and Merger Agreement Sample Contracts

FORM OF SALE AND MERGER AGREEMENT Among HFF HOLDINGS LLC, HOLLIDAY GP CORP., HFF LP ACQUISITION LLC, HFF, INC., GP ACQUISITION CORP. and HFF PARTNERSHIP HOLDINGS LLC Dated As Of

Sale and Merger Agreement • December 22nd, 2006 • HFF, Inc. • Finance services • New York

• Contract Type
  Sale and Merger Agreement
• Filed
  December 22nd, 2006
• Company
  HFF, Inc.
• Industry
  Finance services
• Jurisdiction
  New York

THIS SALE AND MERGER AGREEMENT (this “Agreement”), dated as of [•], 2007, is entered into by and among HFF Holdings LLC, a limited liability company organized under the laws of Delaware (“HFF Holdings”), Holliday GP Corp., a corporation organized under the laws of Delaware (“Holliday GP”), HFF LP Acquisition LLC, a limited liability company organized under the laws of Delaware (“Holdings Sub” and together with HFF Holdings, the “Sellers”), HFF, Inc., a corporation organized under the laws of Delaware (the “Company”), HFF Partnership Holdings LLC, a limited liability company organized under the laws of Delaware (“HoldCo LLC”), and GP Acquisition Corp., a corporation organized under the laws of Delaware (“GP Acquisition Corp.”).