PURCHASE AGREEMENT

Exhibit 10.1

EXECUTION COPY

PURCHASE AGREEMENT

dated as of August 21, 2008

by and between

EVERCORE PARTNERS INC.

and

MIZUHO CORPORATE BANK, LTD.

TABLE OF CONTENTS

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PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT (this " Agreement ") is made and entered into as of August 21, 2008, by and between Evercore Partners Inc., a Delaware corporation (the " Company "), and Mizuho Corporate Bank, Ltd., a Japanese corporation (the " Purchaser ").

W I T N E S S E T H :

WHEREAS, the Company has agreed to issue and sell to the Purchaser, and the Purchaser has agreed to purchase from the Company, upon the terms and conditions hereinafter provided, (i) senior notes of the Company bearing interest at a rate of 5.2% per annum, due on the twelfth anniversary issuance in 2020, in an aggregate principal amount (the " Aggregate Principal Amount ") of $120 million and governed by the indenture between the Company and The Bank of New York Mellon, as trustee (the " Indenture "), in substantially the form attached hereto as Exhibit A hereto (the " Senior Notes ") and (ii) warrants to purchase 5,454,545 shares of Class A common stock of Evercore (" Class A Common Stock ") at a price of $22.00 per share in substantially the form attached hereto as Exhibit B (the " Warrants " and, together with the Senior Notes, the " Securities ");

WHEREAS, the Purchaser may, in its sole discretion, purchase Class A Common Stock in the public market in an amount representing up to, but not exceeding, 4.9% of the voting rights represented by the issued and outstanding Class A Common Stock and Class B Common Stock (as defined below) (the " Common Stock Voting Rights ") during the twenty-four month period following the Closing (as defined below);

WHEREAS, as a condition and inducement to the Purchaser’s and the Company’s willingness to enter into this Agreement, the Purchaser and the Company have, contemporaneously herewith, entered into (i) the Equity Holders Agreement (the " Equity Holders Agreement "), a copy of which is attached hereto as Exhibit C , (ii) the Investment Agreement (the " Investment Agreement "), a copy of which is attached hereto as Exhibit D , and (iii) the Amended and Restated Alliance Agreement (the " Strategic Alliance Agreement "), a copy of which is attached hereto as Exhibit E ;

WHEREAS, the Equity Holders Agreement, the Investment Agreement, the Strategic Alliance Agreement and the Indenture will become effective at the Closing (as defined hereinafter); and

WHEREAS, the Company and the Purchaser desire to make certain representations, warranties, covenants and agreements in connection with the transactions contemplated herein.

NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and agreements hereinafter contained, the parties hereto hereby agree as follows:

1. DEFINITIONS.

1.1 Certain Defined Terms . As used in this Agreement, the following terms shall have the following respective meanings:

(a) " Action " means any order, writ, injunction, judgment, fine, action, claim, written inquiry, suit, arbitration, subpoena or proceeding by or before any court or grand jury, any Governmental Entity or tribunal.

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(b) " Affiliate " means, with respect to any Person, any other Person which directly or indirectly controls or is controlled by or is under common control with such Person.

(c) " Agreement " has the meaning assigned to such term in the preamble.

(d) " Aggregate Principal Amount " has the meaning assigned to such term in the recitals.

(e) " Ancillary Agreements " means the Equity Holders Agreement, the Investment Agreement, the Strategic Alliance Agreement, the Indenture and the Warrants.

(f) " BHCA " means the Bank Holding Company Act of 1956, as amended.

(g) " Business Day " means any day that is not a Saturday, a Sunday, a national holiday or other day on which banks in New York, New York or Tokyo, Japan are required or authorized to close.

(h) " Class A Common Stock " has the meaning assigned to such term in the recitals.

(i) " Code " means the Internal Revenue Code of 1986, as amended.

(j) " Common Stock Voting Rights " has the meaning assigned to such term in the recitals.

(k) " Company " has the meaning assigned to such term in the preamble.

(l) " Company Organizational Documents " means the Amended and Restated Certificate of Incorporation of the Company, dated as of August 16, 2006 and the Amended and Restated Bylaws of the Company, dated as of August 16, 2006.

(m) " Competition Laws " means the HSR Act, the Sherman Antitrust Act, as amended, the Clayton Antitrust Act, as amended, the Federal Trade Commission Act, as amended, and all other applicable laws issued by a Governmental Entity that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition, including any foreign antitrust laws.

(n) " Contract " means any contract, agreement, note, bond, mortgage, license, indenture, commitment or lease, including, but not limited to, any license, consent, royalty or similar agreement concerning intellectual property, in each case in a written instrument.

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(o) " control " (including its correlative meanings, "controlled by" and "under common control with") means possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise).

(p) " Disclosure Schedule " means that certain schedule of even date herewith, delivered by the Company to the Purchaser concurrently with the execution of this Agreement and attached hereto, which, among other things, will identify exceptions and other matters with respect to the representations and warranties of the Company contained in certain specific sections and subsections.

(q) " Encumbrance " means any security interest, pledge, mortgage, lien (statutory or other), charge, option to purchase, lease or otherwise acquire any interest or any claim, restriction, covenant, title defect, hypothecation, assignment, deposit arrangement or any preference, priority or other security agreement (including, without limitation, any conditional sale or other title retention agreement).

(r) " Equity Holders Agreement " has the meaning assigned to such term in the recitals.

(s) " ERISA " means the Employee Retirement Income Security Act of 1974, as amended.

(t) " Evercore LP " means Evercore LP, a Delaware limited partnership.

(u) " Exchange Act " means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

(v) " FINRA " means the Financial Industry National Regulatory Authority.

(w) " Fund " means any onshore or offshore investment fund or other pooled investment vehicle (including, for the avoidance of doubt, any successor fund to any such investment fund and excluding any portfolio or portfolio company in which any such fund or investment vehicle has an investment), (i) for which the Company or any of its Subsidiaries serves as a trading manager, investment advisor or in a similar capacity pursuant to a management agreement, investment advisory agreement or otherwise (whether such entity is providing investment management, trading management or investment advisory services directly to such Fund, such Fund’s general partner, or an Affiliate of such Fund’s general partner) or (ii) in which the Company or any of its Subsidiaries has a general partnership or managing member (or equivalent) interest, together with such investment fund’s subsidiaries. For the avoidance of doubt, Evercore Capital Partners II L.P. and Discovery Americas I, L.P. each shall be considered a Fund.

(x) " Fund Interest " means any share, limited partnership interest, membership interest or other direct ownership interest in any Fund held by the Company or any of its Subsidiaries.

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(y) " Governmental Entity " means any government or governmental or regulatory body thereof, or political subdivision thereof, whether federal, state, local, national, multi-national, or foreign, or any agency or instrumentality, authority, department, commission, board or bureau thereof, any Self-Regulatory Organization, or any court, arbitrator, arbitration panel or similar judicial body.

(z) " HSR Act " means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

(aa) " Indenture " has the meaning assigned to such term in the recitals.

(bb) " Investment Agreement " has the meaning assigned to such term in the recitals.

(cc) " Investment Company Act " means the Investment Company Act of 1940, as amended.

(dd) " know " or " knowledge " or words of similar import, mean (x) when used with respect to the Company, the actual knowledge of the individuals listed on Schedule 1.01(i) , and (y) when used with respect to the Purchaser, the actual knowledge of the individuals listed on Schedule 1.01(ii) .

(ee) " Laws " means any statutes or other laws, ordinances, rules, regulations or other enforceable requirements of any Governmental Entity.

(ff) " Mizuho SC " means Mizuho Securities Co., Ltd., a Japanese corporation.

(gg) " Material Adverse Effect " means any change, event or condition that, individually or when aggregated with all other similar changes, events or conditions, is materially adverse to the business, assets, operations, financial condition, results of operations of the Company, Evercore LP and the Company Subsidiaries, taken as a whole, other than any such event, change, event or condition resulting from or arising out of (i) any change in general economic or financial market conditions, (ii) any change in accounting rules or changes in Law or applicable regulations or the official interpretations thereof (including Tax Laws or Tax regulations), (iii) general changes or developments in any of the industries in which the Company, Evercore LP and the Company Subsidiaries operate, (iv) the public announcement or pendency of this Agreement or the consummation of the Transactions, (v) any war, act of terrorism, civil unrest, natural disasters, acts of God or similar events, or (vi) the compliance by the Company with the terms of, or taking of any action contemplated or permitted by, this Agreement, except in each of the cases in clauses (i) through (iii) to the extent any such changes had a disproportionate material adverse effect on the Company, Evercore LP and the Company Subsidiaries, taken as a whole.

(hh) " Order " means any ordinance, rule, regulation, judgment, determination, decree, injunction or other order (whether temporary, preliminary or permanent) issued, promulgated, enforced or entered by a court or other Governmental Entity of competent jurisdiction.

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(ii) " Partnership Agreement " means the Amended and Restated Limited Partnership Agreement of Evercore LP, dated as of August 7, 2006, as supplemented by the Supplement thereto dated as of August 7, 2006 and further amended by the Amendment No. 1 dated May 9, 2007, as the same shall be further amended or supplemented from time to time.

(jj) " Permitted Encumbrances " means any Encumbrance that (A) is for Taxes or other assessments or changes by Governmental Entities that arise by operation of law and are not yet due and payable, or that are being contested in good faith by appropriate proceedings, (B) is pursuant to state or federal securities Laws or (C) is pursuant to this Agreement, any of the Ancillary Agreements, or the Company Organizational Documents.

(kk) " Person " means any individual, corporation, limited liability company, limited or general partnership, joint venture, association, joint-stock company, trust, unincorporated organization, Governmental Entity or any agency or political subdivisions thereof or any group comprised of two or more of the foregoing.

(ll) " Plan " means each "employee benefit plan", as such term is defined in section 3(3) of ERISA (whether or not subject to ERISA), and each bonus, incentive or deferred compensation, severance, termination, retention, change of control, stock option, stock appreciation, stock purchase, phantom stock or other equity-based, performance or other employee or retiree benefit or compensation plan, program, arrangement, policy or understanding.

(mm) " Purchaser " has the meaning assigned to such term in the preamble.

(nn) " Requisite Senior Managing Directors " means, collectively, the Senior Managing Directors of Evercore LP who hold in the aggregate at least 40% of the Total Evercore Equity as of the Closing Date.

(oo) " Representatives " means members, officers, directors, employees, agents, partners, consultants, accountants, counsel or advisors of such party, including affiliates of such members, officers, directors, employees, agents, partners, consultants, accountants, counsel or advisors.

(pp) " SEC " means the U.S. Securities and Exchange Commission or any other federal agency the administering the Securities Act or the Exchange Act and other federal securities Laws.

(qq) " Securities " has the meaning assigned to such term in the recitals.

(rr) " Securities Act " means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

(ss) " Self-Regulatory Organization " means FINRA, each national securities exchange in the United States and each other commission, board, agency or body, whether United States or foreign, that is charged with the supervision or regulation of brokers, dealers, securities underwriters or traders, stock exchanges, commodity exchanges, investment companies or investment advisers, banks or any other entities conducting business similar thereto.

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(tt) " Senior Notes " has the meaning assigned to such term in the recitals.

(uu) " Strategic Alliance Agreement " has the meaning assigned to such term in the recitals.

(vv) " Subsidiary " means, with respect to a party, any corporation, partnership, trust, limited liability company or other entity in which such party (or another Subsidiary of such party) holds stock or other ownership interests representing (A) more than 50% of the voting power of all outstanding stock or ownership interests of such entity, (B) the right to receive more than 50% of the net assets of such entity available for distribution to the holders of outstanding stock or ownership interests upon a liquidation or dissolution of such entity or (C) a general or managing partnership interest or similar position in such entity. For purposes of this Agreement, (i) none of the Funds shall be deemed to be a Subsidiary of the Company and (ii) Evercore LP shall be deemed to be a Subsidiary of the Company.

(ww) " Tax " or " Taxes " means, with respect to any entity, any federal, state, local or foreign income, gross receipts, property, sales, use, license, excise, franchise, employment, payroll, withholding, alternative or add-on minimum, transfer or excise, or any other tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or penalty, addition to tax or additional amount, imposed by any taxing authority (domestic or foreign) on such entity or for which such entity is responsible.

(xx) " Tax Returns " means all returns, declarations, reports, estimates, information returns, statements and other documents required to be filed with a Governmental Entity in respect of Taxes.

(yy) " Termination Date " means September 30, 2008.

(zz) " Total Evercore Equity " means, as of the Closing Date, the sum of (i) the total number of issued and outstanding shares of Class A Common Stock as of the Closing Date, plus (ii) the total number of issued and outstanding shares of Class A Common Stock subject to vesting or other restrictions and the total number of issued and outstanding restricted stock units of the Company entitling the holder thereof to acquire shares of Class A Common Stock, whether vested or unvested (to the extent not included in (i) above), as of the Closing Date, plus (iii) the total number of issued and outstanding vested and unvested partnership units of Evercore LP (excluding any partnership units of Evercore LP held, directly or indirectly, by the Company, and any securities of the Company (on an as-converted basis) held, directly or indirectly, by the Investor as of the Closing Date).

(aaa) " Transactions " means the transactions contemplated by the Transaction Documents.

(bbb) " Warrants " has the meaning assigned to such term in the recitals.

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1.2 Terms Defined in Other Sections . The following terms are defined elsewhere in this Agreement in the following Sections:

2. AGREEMENT TO PURCHASE AND SELL SECURITIES

2.1 Agreement to Purchase and Sell Securities . Upon the terms and subject to the conditions of this Agreement, the Purchaser agrees to purchase from the Company, and the Company agrees to issue, sell and deliver to the Purchaser, the Senior Notes in an aggregate principal amount of $120 million and the Warrants, free and clear of all Encumbrances (other than any Encumbrance that (A) is pursuant to state or Federal Securities Law or (B) is pursuant to this Agreement, any of the Ancillary Agreements, or the Company Organizational Documents), for an aggregate purchase price of $120 million (the " Purchase Price ") at the Closing, such price to be paid at the Closing by the Purchaser.

2.2 Purchase of Common Stock . The Company and the Purchaser further agree that the Purchaser may, in its sole discretion, subject to applicable Law and the Insider Trading Polices (as defined in the Equity Holders Agreement), during the twenty-four month period following the Closing, purchase shares of Class A Common Stock in the public markets in an amount representing up to, but not exceeding, 4.9% of the Common Stock Voting Rights; provided that such twenty-four month period shall be extended to the extent the Purchaser is unable to purchase shares of Class A Common Stock during the trading windows for which Company employees are eligible as a result of the Purchaser being an "Insider" as defined in the Insider Trading Policies.

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3. CLOSING .

3.1 The Closing . The Closing will take place at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, NY 10017, at 10:00 a.m. New York Time on the fifth (5 ^th ) Business Day following the date on which the last to be fulfilled or waived of the conditions set forth in Articles 7 and 8 hereof shall have been fulfilled or waived in accordance with this Agreement (excluding conditions that, by their terms, cannot be satisfied until the Closing but subject to the satisfaction or waiver of such conditions at the Closing), or on such earlier date as may be mutually agreed by the Company and the Purchaser (the " Closing Date "), such time and place being referred to in this Agreement as the " Closing ".

3.2 Securities Purchase . At the Closing, the Company shall deliver to the Purchaser written evidence of the issuance of the Securities, duly registered in Purchaser’s name, and the Purchaser shall deliver the Purchase Price to the Company by wire transfer of immediately available funds by the Purchaser to such account as the Company shall designate in writing at least five (5) Business Days prior to the Closing Date.

4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY .

The Company represents and warrants to the Purchaser that, as of the date of this Agreement and as of the Closing Date, except (i) as set forth in the correspondingly numbered section of the Disclosure Schedule or as set forth in and any other section of the Disclosure Schedule where it is reasonably apparent that such disclosure applies and (ii) as disclosed in the SEC Reports filed during the one-year period prior to the date of this Agreement (excluding any risk factor disclosures contained in such documents under the heading "Risk Factors" and any disclosure of risks included in any "forward-looking statements" disclaimer or other statements that are similarly non-specific and are predictive or forward-looking in nature):

4.1 Organization and Qualification .

(a) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware, and Evercore LP is a limited partnership duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each of the Company and Evercore LP has full corporate or limited partnership, as applicable, power and authority to own, lease and operate its properties and assets and to conduct its businesses as presently conducted by it, in each case, in all material respects. Each of the Company and Evercore LP is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character or location of their respective properties and assets owned or operated by them or the nature of the business conducted by them makes such qualification necessary, except where the failure to qualify would not reasonably be expected to have a Material Adverse Effect.

(b) The Company has, prior to the execution of this Agreement, delivered or made available to the Purchaser true and complete copies of the Company

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Organizational Documents and the Partnership Agreement, in each case, as in effect as of the date of this Agreement. The Company Organizational Documents and the Partnership Agreement are in full force and effect, and the Company and Evercore LP are not in violation in any material respect of any provisions of the Company Organizational Documents or the Partnership Agreement.

(c) Except as would not reasonably be expected to have a Material Adverse Effect: (i) each of the Funds is duly organized and is validly existing and in good standing under the laws of its jurisdiction of organization; (ii) each of the Funds has full power and authority to carry on its business as it is now being conducted and to own, lease and operate all of its properties and assets, and has all material governmental licenses and qualifications required to carry on its business as now conducted or by the character or location of the properties and assets now owned, leased or operated by it; and (iii) all of the outstanding Fund Interests are duly authorized, validly issued, fully paid and nonassessable.

4.2 Capitalization .

(a) Capitalization of Evercore LP .

(i) Section 4.2(a)(i) of the Disclosure Schedule sets forth the total outstanding partnership units of Evercore LP and the name of the registered owner of each such partnership unit. All of the outstanding partnership units of Evercore LP have been duly and validly authorized and validly issued and were not issued in violation of, or subject to, any preemptive, subscription or other right (contingent or otherwise) or other similar rights of any other Person to purchase or acquire any partnership units of Evercore LP. The issued and outstanding partnership units of Evercore LP are uncertificated.

(ii) Except as set forth in subparagraph (i) above or pursuant to the Ancillary Agreements, the Partnership Agreement or the Company Organizational Documents, as of the date of this Agreement, (A) there are no outstanding or authorized partnership units or other voting securities of Evercore LP or securities convertible or exchangeable into partnership units or other voting securities of Evercore LP, (B) Evercore LP has not issued and is not bound by any outstanding subscriptions, options, warrants, calls, convertible or exchangeable securities, rights, commitments or agreements of any character providing for the issuance or disposition of any partnership units or other voting securities of Evercore LP, and (C) there are no outstanding obligations of Evercore LP to repurchase, redeem or otherwise acquire any partnership units or other voting securities (or any options, warrants or other rights to acquire any partnership units or other voting securities) of Evercore LP. Except as contemplated by the Ancillary Agreements, the Partnership Agreement and the Company Organizational Documents, there are no unitholder, voting or other agreements relating to the rights and obligations of any of the partners of Evercore LP.

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(b) Capitalization of the Company .

(i) The authorized capital stock of the Company consists of (i) 100,000,000 shares of preferred stock, par value, $0.01 per share (the " Preferred Stock "), (ii) 1,000,000,000,000 shares of Class A Common Stock, and (iii) 1,000,000 shares of Class B Common Stock, par value $0.01 per share (the " Class B Common Stock "). As of July 31, 2008, (A) no shares of Preferred Stock were issued and outstanding, (B) 12,050,671 shares of Class A Common Stock (including shares of Class A Common Stock subject to vesting or other lapse restrictions (" Restricted Stock ")) were issued and outstanding, (C) 51 shares of Class B Common Stock were issued and outstanding, and (D) 5,522,266 shares of Class A Common Stock were reserved pursuant to the terms of restricted stock units entitling the holder thereof to shares of Class A Common Stock (" RSUs "). From the close of business on August 8, 2008 until the date of this Agreement, no shares of Preferred Stock, Class A Common Stock or Class B Common Stock have been issued, except for shares of Class A Common Stock issued pursuant to the terms of RSUs, and no options or RSUs have been granted. All the issued and outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of, or subject to, any preemptive, subscription or other right (contingent or otherwise) or other similar rights of any other Person to purchase or acquire any capital stock of the Company. The issued and outstanding shares of capital stock of the Company are uncertificated.

(ii) Except as set forth in subparagraph (i) above or pursuant to the Ancillary Agreements, the Partnership Agreement or the Company Organizational Documents, as of the date of this Agreement, (A) there are no outstanding or authorized shares of capital stock or other voting securities of the Company or securities convertible or exchangeable into shares of capital stock or other voting securities of the Company, (B) the Company has not issued and is not bound by any outstanding subscriptions, options, warrants, calls, convertible or exchangeable securities, rights, commitments or agreements of any character providing for the issuance or disposition of any shares of capital stock or voting securities of the Company, and (C) there are no outstanding obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock or voting securities (or any options, warrants or other rights to acquire any shares of capital stock or voting securities) of the Company. Except as contemplated by the Ancillary Agreements, the Partnership Agreement and the Company Organizational Documents, there are no stockholder, voting or other agreements relating to the rights and obligations of any of the stockholders of the Company.

4.3 Company Subsidiaries .

(a) Section 4.3(a) of the Disclosure Schedule sets forth each material Subsidiary of the Company and Evercore LP (collectively, the " Company Subsidiaries "), its jurisdiction of incorporation and the percentage of economic and voting rights in such Company Subsidiary owned, directly or indirectly, by the Company. Each Company Subsidiary (i) is duly qualified as a foreign corporation and in good standing in each jurisdiction in which the character or location of its properties and assets owned or operated by it or the nature of the business conducted by it makes such qualification necessary and (ii) has full corporate power and authority to own, lease and operate its properties and assets and to conduct its business as

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presently conducted by it, except, in each case, as would not reasonably be expected to have a Material Adverse Effect. Evercore Group L.L.C. is duly organized, validly existing and in good standing under the Laws of the State of Delaware, and except as would not reasonably be expected to have a Material Adverse Effect, each Company Subsidiary (other than Evercore Group L.L.C.) is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization.

(b) Each of the outstanding shares of capital stock or other equity interests of each of the Company Subsidiaries has been duly and validly authorized and issued and, to the extent applicable, is fully paid and non-assessable and was not issued in violation of, or subject to, any preemptive, subscription or other right (contingent or otherwise) or other similar rights of any other Person to purchase or acquire any capital stock or other equity interest of such Company Subsidiary, except, in each case, as would not reasonably be expected to have a Material Adverse Effect.

4.4 Valid Issuance of Securities; Terms of Securities . As of the Closing Date, the Securities issued by the Company pursuant to this Agreement, when paid for and issued pursuant to the terms of this Agreement, (a) will be duly authorized and validly issued, (b) will be delivered to the Purchaser free and clear of all Encumbrances (other than any Encumbrance that (A) is pursuant to state or federal securities Law or (B) is pursuant to this Agreement, any of the Ancillary Agreements, or the Company Organizational Documents), and (c) will not be issued in violation of, or subject to, any preemptive, subscription or other similar rights of any other Person. 5,454,545 shares of Class A Common Stock have been duly reserved for issuance upon the exercise of the Warrants. When issued upon the exercise of the Warrants in accordance with their terms, such shares of Class A Common Stock (a) will be duly authorized and validly issued, (b) will be delivered to the Purchaser free and clear of all Encumbrances (other than any Encumbrance that (A) is pursuant to state or federal securities Law or (B) is pursuant to this Agreement, any of the Ancillary Agreements, or the Company Organizational Documents), and (c) will not be issued in violation of, or subject to, any preemptive, subscription or other similar rights of any other Person.

4.5 Power and Authority; Due Authorization .

(a) The Company has all necessary corporate power and authority to enter into this Agreement and each of the Ancillary Agreements (together, the " Transaction Documents ") and perform its obligations hereunder and thereunder and to carry out the Transactions.

(b) All corporate action has been taken by the Company necessary for (i) the authorization, execution, delivery of, and the performance of all obligations of the Company under, the Transaction Documents and (ii) the authorization, issuance and delivery by the Company of the Securities to be issued pursuant hereto. No vote of the stockholders of the Company, which has not already been obtained on or prior to the date of this Agreement, is required for (i) the authorization, execution, delivery of, and the performance of all obligations of the Company under, the Transaction Documents or (ii) the authorization, issuance and delivery by the Company of the Securities to be issued pursuant hereto. This Agreement and the Ancillary Agreements, when executed and delivered by the Company, and assuming the due

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authorization, execution and delivery hereof and thereof by the Purchaser and the other parties hereto and thereto (other than the Company and any of its Affiliates), will constitute valid and legally binding obligations of the Company, enforceable against it in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization or other Laws of general application relating to or affecting the enforcement of creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

4.6 Consents and Approvals . The execution and delivery by the Company of the Transaction Documents do not, and the performance of its obligations hereunder and thereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (a) for (i) any necessary consents, authorizations, filings, approvals or notifications under the BHCA, (ii) to the extent required, voluntary notice with the Committee on Foreign Investments in the United States (" CFIUS ") pursuant to Section 721 of the Defense Production Act of 1950, as amended (" Section 721 "), (iii) such qualifications or filings required under applicable securities Laws and (iv) any necessary consents, authorizations, filings, approvals or notifications required by the U.K. Financial Services Agency (the " FSA ") under the U.K. Financial Services and Markets Act 2000 (the " FSMA "), and (b) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not reasonably be expected to (i) have a Material Adverse Effect, (ii) prevent or materially delay consummation of the Transactions or (iii) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement.

4.7 Non-Contravention . Neither the execution, delivery and performance of the Transaction Documents by the Company nor the performance by the Company of its obligations thereunder nor the consummation by the Company of the Transactions, will result in (a) a violation of or a conflict with any provision of the Company Organizational Documents or the Partnership Agreement, (b) a breach or violation of, or a default under (with or without notice or lapse of time or both), any term or provision of, or any right of termination, cancellation, modification or acceleration arising under, any Contract to which the Company, Evercore LP or any of the Company Subsidiaries is a party or is subject or by which any of their respective properties or assets are bound, (c) a violation by the Company, Evercore LP or any of the Company Subsidiaries of any Law or Order applicable to the Company, Evercore LP or any of the Company Subsidiaries or any of their respective properties or assets, as applicable, or (d) the imposition of any Encumbrance (other than Permitted Encumbrances) on the business, properties or assets of the Company, Evercore LP or any of the Company Subsidiaries, except in the case of clauses (b), (c) and (d), for those breaches, defaults, rights, violations or impositions which would not reasonably be expected to (i) have a Material Adverse Effect, (ii) prevent or materially delay consummation of the Transactions or (iii) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement.

4.8 SEC Filings; Financial Statements; Internal Controls .

(a) The Company has filed all forms, reports, statements and other documents required to be filed by it with the SEC since August 16, 2006 (collectively, the " SEC

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Reports "). Each of the SEC Reports, as amended prior to the date of this Agreement, complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, each as in effect on the date so filed. None of the SEC Reports contained, when filed as finally amended prior to the date of this Agreement, any untrue statement of a material fact or omitte