AMENDMENT NO. 1 TO THE
SEVENTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
This AMENDMENT NO. 1 (the Amendment) to the SEVENTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (as amended hereby, the Agreement) of Evercore LP (the Partnership) is made as of April 30, 2021, by and among Evercore Inc., a corporation formed under the laws of the State of Delaware, as general partner, and the Limited Partners (as defined herein) of the Partnership.
W I T N E S S E T H:
WHEREAS, the Partnership was formed as a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. Section 17-101, et seq., as it may be amended from time to time (the Act), by the filing of a Certificate of Limited Partnership (the Certificate) with the Office of the Secretary of State of the State of Delaware on May 12, 2006; and
WHEREAS, the parties are entering into this Amendment to amend the Seventh Amended and Restated Limited Partnership Agreement of the Partnership dated as of November 1, 2017 (the Original Agreement) pursuant to Section 11.12 of the Original Agreement to reflect the creation and distribution of certain Class L Interests (as defined below), subject to certain specified terms and conditions as expressly set forth herein, and the General Partner has determined that this Amendment is necessary and appropriate in connection with the creation, authorization and distribution of the Class L Interests.
NOW, THEREFORE, the General Partner, acting pursuant to its power and authority granted pursuant to Section 11.12 of the Original Agreement, hereby amends the Original Agreement pursuant to this Amendment as follows:
1. Capitalized Terms. Unless otherwise defined herein, capitalized terms used herein and defined in the Original Agreement are used in this Amendment as defined in the Original Agreement. Upon the effectiveness of this Amendment, all references in the Agreement or other documents related to the Agreement shall be deemed references to the Original Agreement as modified by this Amendment
2. Amendments to the Original Agreement.
a. The second sentence of the definition of Class is hereby amended and replaced with the following definition:
As of the date of this Agreement there are Class A Units, Class E Units, Class I-P Units, Class G Interests, Class J Units and Class K-P Units outstanding and Class I Units, Class K Units and Class L Interests