WARRANT TO PURCHASE SHARES OF CLASS A COMMON STOCK OF EVERCORE PARTNERS INC

Exhibit 4.2

EXECUTION COPY

THE SECURITIES REPRESENTED BY THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR ENCUMBERED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS, AND, IF REQUESTED BY THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM THE ACT OR SUCH LAWS.

THE SECURITIES REPRESENTED BY THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE ARE SUBJECT TO TRANSFER AND OTHER RESTRICTIONS SET FORTH IN AN EQUITY HOLDERS AGREEMENT DATED AS OF AUGUST 21, 2008, AS AMENDED FROM TIME TO TIME, AND A PURCHASE AGREEMENT DATED AS OF AUGUST 21, 2008, AS AMENDED FROM TIME TO TIME, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE ISSUER.

WARRANT

TO PURCHASE

SHARES OF CLASS A COMMON STOCK

OF EVERCORE PARTNERS INC.

1. Definitions . Unless the context otherwise requires, when used herein the following terms shall have the meaning indicated.

“Accreted Principal Amount” has the meaning set forth in the Indenture.

“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.

“Approved Transaction” means an acquisition of the stock, assets or business of another Person by the Company, Evercore LP or any of their respective Subsidiaries, or a strategic alliance or commercial transaction entered into by the Company, Evercore LP, or any of their respective Subsidiaries with another Person, which has been duly approved by the Board.

“Board” means the Board of Directors of the Company.

“Business Combination” means (a) any reorganization, consolidation, merger, share exchange or similar business combination transaction involving the Company with any Person or (b) the sale, assignment, conveyance, transfer, lease or other disposition by the Company of all or substantially all of its assets.

“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.

“Closing Price” of the Common Stock on any date means the closing sale price per share (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported in composite transactions for the principal U.S. securities exchange on which the Common Stock is listed or admitted for trading or, if the Common Stock is not listed or admitted for trading on a U.S. national or regional securities exchange, as reported on the quotation system on which such security is quoted. If the Common Stock is not listed or admitted for trading on a United States national or regional securities exchange and not reported on a quotation system on the relevant date, the “closing price” will be the last quoted bid price for the Common Stock in the over-the-counter market on the relevant date as reported by Pink Sheets LLC or similar organization. If the Common Stock is not so quoted, the Closing Price shall be deemed to be the fair value per share of Common Stock as determined in good faith by the Board.

“Common Stock” means the Class A Common Stock, par value $0.01 per share, of the Company.

“Company” means Evercore Partners Inc.

“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).

“Current Market Price” of Common Stock on any day means the average of the Closing Prices per share of Common Stock for each of the five consecutive Trading Days ending on the earlier of the day in question and the day before the Ex-Dividend Date with respect to the issuance or distribution requiring such computation; provided that, for purposes of Section 13(b) hereof, (i) such term shall mean the Closing Price of the Common Stock on the earlier of the date of announcement of the relevant sale or issuance or the date on which the price for such sale or issuance is agreed upon or set and (ii) notwithstanding the foregoing clause (i), in the event that the price per share for Common Stock being sold or issued is variable or based on a formula, “Current Market Price” shall mean the Closing Price of the Common Stock on the date on which the price per share for Common Stock being sold or issued is fixed.

“Equity Holders Agreement” means the Equity Holders Agreement, dated as of August 21, 2008, by and between the Company and Mizuho CB, as amended from time to time.

“Evercore LP” means Evercore LP, a Delaware limited partnership.

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“Ex-Dividend Date” means, with respect to any issuance or distribution, the first date on which the shares of Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such issuance or distribution.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

“Exercise Price” has the meaning given to it in Section 2 herein.

“Expiration Date” has the meaning given to it in Section 3(a) herein.

“Fund” has the meaning set forth in the Equity Holders Agreement.

“Indenture” means the Indenture by and between the Company and The Bank of New York Mellon, as trustee, dated as of August 28, 2008, in the form as set forth in Exhibit A to the Purchase Agreement, as amended from time to time.

“Initial Holder Agreements” means the Purchase Agreement and the Equity Holders Agreement.

“Mizuho CB” means, Mizuho Corporate Bank, Ltd., a Japanese corporation.

“Market Disruption Event” means the occurrence or existence for more than one half hour period in the aggregate on any scheduled Trading Day for the Common Stock of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the primary exchange or trading system on which such shares are traded) in the Common Stock or in any options, contracts or future contracts relating to the Common Stock, and such suspension or limitation occurs or exists at any time before 1:00 p.m. (New York City time) on such day.

“NYSE” means the New York Stock Exchange.

“Original Issue Date” means the date on which this Warrant was first issued.

“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.

“Purchase Agreement” means that certain Purchase Agreement, dated as of August 21, 2008, by and between the Company and Mizuho CB, as amended from time to time.

“Regular Cash Dividends” means regular cash dividends payable by the Company out of its surplus or net profits legally available therefore on a quarterly, semi-annual or annual basis.

“Right” has the meaning set forth in Section 13(b) herein.

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“SEC” means the U.S. Securities and Exchange Commission or any other federal agency then administering the Securities Act or the Exchange Act and other federal securities laws.

“Securities Act” means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

“Senior Notes” means the 5.2% Senior Notes due 2020 of the Company as contemplated by the Indenture.

“Shares” has the meaning given to it in Section 2 herein.

“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 Warrant, (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.

“Tender Offer Repurchases” means any purchase of shares of Common Stock by the Company or any Affiliate thereof pursuant to any tender offer or exchange offer subject to Section 13(e) or 14(e) of the Exchange Act or Regulation 14E promulgated thereunder, whether for cash, shares of Common Stock, other securities of the Company or other forms of consideration (or any combination thereof), effected while this Warrant is outstanding, where the fair value (determined in good faith by the Board) of the aggregate consideration distributed (the “Aggregate Amount”) expressed as an amount per share of Common Stock validly tendered or exchanged, and not withdrawn, pursuant to such tender offer or exchange offer as of the Expiration Time exceeds the Closing Price of the Common Stock on the first Trading Day immediately following the date on which the Expiration Time occurs; provided , however, that “Tender Offer Repurchase” shall not include any purchase of shares by the Company or any Affiliate thereof made in accordance with the requirements of Rule 10b-18 as in effect under the Exchange Act. For purposes of this definition, “Expiration Time” means the last time at which tenders or exchanges could have been made pursuant to such tender offer or exchange offer.

“Trading Day” means any day on which (i) there is no Market Disruption Event and (ii) the NYSE or, if the Common Stock is not listed on the NYSE, the principal national securities exchange on which the Common Stock is listed, is open for trading or, if the Common Stock is not so listed, admitted for trading or quoted, any Business Day. A Trading Day only includes those days that have a scheduled closing time of 4:00 p.m. (New York City time) or the then standard closing time for regular trading on the relevant exchange or trading system.

“Warrantholder” has the meaning given to it in Section 2 herein.

2. Number of Shares; Exercise Price . This certifies that, for value received, Mizuho CB or its registered assigns or transferees (the “Warrantholder”) is entitled, upon the terms and subject to the conditions hereinafter set forth, to acquire from the Company, in whole or in part, up to an

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aggregate of 5,454,545 fully paid and nonassessable shares of Common Stock (the “Shares”) of the Company, at a per Share purchase price (the “Exercise Price”) equal to $22.00. The number and type of Shares and the Exercise Price are subject to adjustment as provided herein, and all references to “Shares,” “Common Stock” and “Exercise Price” herein shall be deemed to include any such adjustment or series of adjustments.

3. Exercise Rights .

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4. Issuance of Shares; Authorization; Listing .

5. No Fractional Shares or Scrip . No fractional Shares or scrip representing fractional Shares shall be issued upon any exercise of this Warrant. In lieu of any fractional Share to which the Warrantholder would otherwise be entitled, the Warrantholder shall be entitled to receive a cash payment equal to (i) the Closing Price per share of Common Stock computed as of the trading day immediately preceding the date the Warrant is presented for exercise, less the Exercise Price, multiplied by (ii) such fraction of a Share.

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6. No Rights as Shareholders . This Warrant does not entitle the Warrantholder to any voting rights or other rights as a stockholder of the Company prior to the date of exercise hereof.

7. Charges, Taxes and Expenses . If the Warrantholder exercises this Warrant, the Company shall pay any issue or transfer tax due on the issue of any Shares upon such exercise (other than taxes in respect of any transfer occurring contemporaneously therewith or as a result of the Warrantholder being a non-U.S. person). However, the Warrantholder shall pay any such tax which is due because the Warrantholder requests the shares to be issued upon exercise of this Warrant in a name other than the Warrantholder’s name. The Company may refuse to deliver the certificates representing the Shares being issued upon exercise of this Warrant in a name other than the Warrantholder’s name until the Company receives a sum sufficient to pay any tax which will be due because the Shares are to be delivered in a name other than the Warrantholder’s name. The Company or its Subsidiaries shall have the right to reduce the number of Shares that would otherwise be issued to the Warrantholder by a number of Shares having an equivalent market value (based on the Closing Price of the Common Stock) to the amount required to satisfy any minimum withholding tax obligations or any other federal, state or local income or other taxes required by law to be withheld with respect to any payment of cash or securities applicable to the Warrantholder.

8. Transfer/Assignment .