exv10w5



 




Exhibit 10.5


 





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




[•], 2007




 





 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE 1 CERTAIN DEFINITIONS
	 	 	2	 
	 
	 	 	 	 
	1.1. Defined Terms
	 	 	2	 
	1.2. Other Definitional Provisions
	 	 	4	 
	 
	 	 	 	 
	ARTICLE 2 THE TRANSACTIONS
	 	 	5	 
	 
	 	 	 	 
	2.1. Sale and Merger Transactions
	 	 	5	 
	2.2. Closing
	 	 	7	 
	2.3. Other Deliveries and Proceedings at Closing
	 	 	7	 
	2.4. Initial Public Offering
	 	 	8	 
	2.5. Post-Closing Transactions
	 	 	8	 
	 
	 	 	 	 
	ARTICLE 3 REPRESENTATIONS AND WARRANTIES
	 	 	8	 
	 
	 	 	 	 
	3.1. Representations and Warranties of HFF Holdings, Holliday GP and Holdings Sub
	 	 	8	 
	3.2. Representations and Warranties of HoldCo LLC, GP Acquisition Corp. and the Company
	 	 	10	 
	 
	 	 	 	 
	ARTICLE 4 CONDITIONS PRECEDENT TO CLOSING
	 	 	12	 
	 
	 	 	 	 
	4.1. Conditions Precedent to Obligations of HoldCo LLC, GP Acquisition Corp. and the Company
	 	 	12	 
	4.2. Conditions Precedent to Obligations of HFF Holdings, Holliday GP and Holdings Sub
	 	 	12	 
	4.3. Additional Conditions Precedent.
	 	 	13	 
	 
	 	 	 	 
	ARTICLE 5 INDEMNIFICATION
	 	 	13	 
	 
	 	 	 	 
	5.1. Indemnification Obligation of HFF Holdings
	 	 	13	 
	5.2. Indemnification Obligation of HoldCo LLC
	 	 	14	 
	5.3. Other Rights and Remedies
	 	 	14	 
	 
	 	 	 	 
	ARTICLE 6 MISCELLANEOUS
	 	 	14	 
	 
	 	 	 	 
	6.1. Termination
	 	 	14	 
	6.2. No Liabilities in Event of Termination
	 	 	14	 
	6.3. Further Assurances
	 	 	14	 
	6.4. Contents of Agreement
	 	 	15	 
	6.5. Assignment and Binding Effect
	 	 	15	 
	6.6. Waiver
	 	 	15	 






-i-









 





TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 
	 	 	 	 	 	Page	 
	6.7.
	 	Notices	 	 	15	 
	6.8.
	 	Applicable Law; Consent to Jurisdiction	 	 	16	 
	6.9.
	 	No Benefit to Others	 	 	16	 
	6.10.
	 	Headings	 	 	17	 
	6.11.
	 	Severability	 	 	17	 
	6.12.
	 	Counterparts	 	 	17	 






-ii-









 





EXHIBITS:




	 	 	 
	Exhibit A

	 	Company Bylaws
	Exhibit B

	 	Company Certificate of Incorporation
	Exhibit C

	 	Amended and Restated Texas Limited Partnership Agreement of
Holliday Fenoglio Fowler, L.P.
	Exhibit D

	 	Amended and Restated Limited Partnership Agreement of HFF
Securities L.P.
	Exhibit E

	 	Tax Receivable Agreement
	Exhibit F

	 	Registration Rights Agreement







-iii-









 








FORM OF

SALE AND MERGER AGREEMENT




          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.”).




R E C I T A L S




          WHEREAS, the Company has formed HoldCo LLC;




          WHEREAS, HoldCo LLC has formed GP Acquisition Corp.;




          WHEREAS, the Company is expected to issue shares of Class A Common Stock to the public in an
initial public primary offering and contribute the net proceeds of that issuance to HoldCo LLC;




          WHEREAS, HFF Holdings owns 100% of the outstanding equity interests of Holliday GP, which is
the general partner of each of Holliday Fenoglio Fowler, L.P. (“HFF LP”) and HFF Securities
L.P. (“HFF Securities” and together with HFF LP, the “Operating Partnerships”);




          WHEREAS, Holdings Sub and Holliday GP own 99% and 1%, respectively, of the outstanding
partnership interests of each of HFF LP and HFF Securities;




          WHEREAS, on the terms and subject to the conditions set forth herein, HoldCo LLC will purchase
outstanding partnership interests of each of HFF LP and HFF Securities from the Sellers;




          WHEREAS, on the terms and subject to the conditions set forth herein, GP Acquisition Corp.
will merge with and into Holliday GP (the “Merger”) and Holliday GP, as the surviving
corporation of the Merger, will become a wholly-owned subsidiary of HoldCo LLC; and




          WHEREAS, the Managing Member of HoldCo LLC, the Boards of Directors of GP Acquisition Corp.
and Holliday GP, and the sole stockholder of each of Holliday GP and GP Acquisition Corp. has
approved the Merger whereby Holliday GP’s outstanding stock held by HFF Holdings will be converted
into the right to receive the merger consideration provided for herein.




 









 





          NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties,
covenants, agreements and conditions herein contained, and intending to be legally bound, the
Parties hereto agree as follows:




ARTICLE 1




CERTAIN DEFINITIONS




     1.1. Defined Terms. For purposes of this Agreement, the terms defined in this
Agreement shall have the respective meanings specified herein, and, in addition, the following
terms shall have the following meanings:



          “Action” means any claim, action, suit, litigation, arbitration, inquiry,
investigation or other proceeding.




          “Affiliate” means, as to any Person, any other Person, which, directly or indirectly,
is in control of, is controlled by, or is under common control with, such Person. The term
“control” (including, with correlative meanings, the terms “controlled by” and
“under common control with”), as applied to any Person, means the possession, direct or
indirect, of the power to direct or cause the direction of the management and policies of such
Person, whether through the ownership of voting securities or other ownership interest, by contract
or otherwise.




          “Agreement” means this Sale and Merger Agreement, and all Exhibits hereto, as amended,
modified or supplemented from time to time in accordance with the terms hereof.




          “Authorizations” means, as to any Person, all licenses, permits, franchises, orders,
approvals, concessions, registrations, qualifications and other authorizations with or under all
federal, state, local or foreign laws and Governmental Authorities and all industry or other
non-governmental regulatory organizations that are issued to such Person.




          “Business Day” means any day other than a Saturday, a Sunday or a day on which banks
in the City of New York are authorized or required to close.




          “Class A Common Stock” means Class A common stock, par value $0.01 per share, of the
Company, which Class A common stock shall have the rights, preferences and terms contained in the
Company Certificate of Incorporation and the Company Bylaws.




          “Class B Common Stock” means Class B common stock, par value $0.01 per share, of the
Company, which Class B common stock shall have the rights, preferences and terms contained in the
Company Certificate of Incorporation and the Company Bylaws.




          “Closing” and “Closing Date” is defined in Section 2.2.




          “Code” means the Internal Revenue Code of 1986, as amended, and the rules and
regulations promulgated thereunder, in each case as in effect from time to time, with any




-2-









 




references to specific sections of the Code construed also to refer to any predecessor or
successor sections thereof.




          “Company” is defined in the preamble.




          “Company Bylaws” means the Bylaws of the Company substantially in the form attached
hereto as Exhibit A.




          “Company Certificate of Incorporation” means the Certificate of Incorporation of the
Company substantially in the form attached hereto as Exhibit B.




          “DGCL” is defined in Section 2.1(b).




          “Effective Time” is defined in Section 2.1(c).




          “Exchange Act” means the U.S. Securities and Exchange Act of 1934, and the rules and
regulations promulgated thereunder, as amended.




          “Exchange Right” is defined in Section 2.1(a).




          “Governmental Authority” means any branch of power (whether executive, legislative or
judicial) of any nation or government, any state or other political subdivision thereof or any
entity (including a court) exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government.




          “Governmental Order” means, as to any Person, any judgment, injunction, decree, order
or determination of a Governmental Authority, in each case applicable to or binding upon such
Person or any of its property or to which such Person or any of its property or assets is subject.




          “GP Acquisition Corp.” is defined in the preamble.




          “HFF Holdings” is defined in the preamble.




          “HFF LP” is defined in the Recitals.




          “HFF Securities” is defined in the Recitals.




          “HoldCo LLC” is defined in the preamble.




          “Holdings Sub” is defined in the preamble.




          “Holliday GP” is defined in the preamble.




          “IPO” is defined in Section 2.4.




-3-









 





          “Lien” means any mortgage, pledge, hypothecation, assignment, encumbrance, lien
(statutory or other), charge or other security interest, preemptive right, existing or claimed
right of first refusal, right of first offer, right of consent, put right, default or similar right
or other adverse claim of any kind or nature whatsoever (including any conditional sale or other
title retention agreement and any financing lease having substantially the same economic effect as
any of the foregoing).




          “Losses” is defined in Section 5.1.




          “Merger” is defined in the Recitals.




          “Merger Consideration” is defined in Section 2.1(e).




          “Operating Partnerships” is defined in the Recitals.




          “Partnership Agreements” means collectively, the Amended and Restated Texas Limited
Partnership Agreement of HFF LP and the Amended and Restated Limited Partnership Agreement of HFF
Securities substantially in the forms attached hereto as Exhibits C and D.




          “Party” or “party” means a party to this Agreement.




          “Person” means an individual, partnership, corporation, limited liability company,
business trust, joint stock company, trust, unincorporated association, joint venture, Governmental
Authority or other entity or enterprise of whatever nature.




          “Registration Rights Agreement” is defined in Section 2.3(a)(iii).




          “Requirement of Law” means, as to any Person, any permit, license, judgment, order,
decree, statute, law, ordinance, code, rule, regulation or arbitration award in each case
applicable to or binding upon such Person or any of its property or assets or to which such Person
or any of its property or assets is subject.




          “Sale and Merger Transactions” is defined in Section 2.1.




          “SEC” means the U.S. Securities and Exchange Commission.




          “Securities Act” means the U.S. Securities Act of 1933, and the rules and regulations
promulgated thereunder, as amended.




          “Sellers” is defined in the preamble.




          “Surviving Corporation” is defined in Section 2.1(b).




          “Tax Receivable Agreement” is defined in Section 2.1(a).




     1.2. Other Definitional Provisions.



-4-









 






     (a) The words “hereof,” “herein” and “hereunder” and words of
similar import when used in this Agreement shall refer to this Agreement as a whole and not
to any particular provision of this Agreement, and Section and Exhibit references are to
this Agreement unless otherwise specified.




     (b) Unless the context otherwise requires, the words “include,”
“includes” and “including” and words of similar import when used in this
Agreement shall be deemed to be followed by the phrase “without limitation.”




     (c) The meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms.




     (d) The terms “Dollars” and “$” shall mean United States dollars.



ARTICLE 2




THE TRANSACTIONS




     2.1. Sale and Merger Transactions. Subject to the terms and conditions hereinafter
set forth and on the basis of and in reliance upon the representations, warranties, covenants,
agreements and conditions set forth herein, the Parties hereto will take each of the actions
described in this Section 2.1 (collectively, the “Sale and Merger Transactions”).




     (a) Contribution and Sale. The Company shall contribute the net cash proceeds
of the IPO to HoldCo LLC. HoldCo LLC shall use such proceeds to (i) purchase [•]
partnership units of each of the Operating Partnerships from the Sellers and (ii) acquire
all of the outstanding stock of Holliday GP held by HFF Holdings pursuant to the Merger. In
addition to such cash proceeds, HFF Holdings shall also receive (i) an exchange right that
shall permit HFF Holdings to exchange one partnership unit in each of the Operating
Partnerships for one share of Class A Common Stock as set forth in the Company Certificate
of Incorporation (the “Exchange Right”) and (ii) rights under a tax receivable
agreement by and between the Company and HFF Holdings (the “Tax Receivable
Agreement”) substantially in the form attached hereto as Exhibit E.




     (b) Merger. In accordance with the General Corporation Law of the State of
Delaware (the “DGCL”), GP Acquisition Corp. shall be merged with and into Holliday
GP at the Effective Time. Following the Effective Time, the separate corporate existence of
GP Acquisition Corp. shall cease and Holliday GP shall continue as the surviving corporation
and a wholly-owned subsidiary of HoldCo LLC (the “Surviving Corporation”).




     (c) Effective Time. GP Acquisition Corp. and Holliday GP shall file a
Certificate of Merger executed in accordance with the relevant provisions of the DGCL and
shall make all other filings or recordings required under the DGCL to effect the Merger as
soon as practicable on the Closing Date. The Merger shall become effective at



-5-









 







such time as the Certificate of Merger is duly filed with the Secretary of State of the
State of Delaware or at such later time as may be specified in the Certificate of Merger
(the “Effective Time”).




     (d) Effect of the Merger. The Merger shall have the effect set forth in this
Agreement and in the applicable provisions of the DGCL. Without limiting the generality of
the foregoing, and subject thereto and any other applicable laws, at the Effective Time, all
the properties, rights, privileges, powers and franchises of GP Acquisition Corp. and
Holliday GP shall vest in the Surviving Corporation, and all debts, liabilities,
restrictions, disabilities and duties of GP Acquisition Corp. and Holliday GP shall become
the debts, liabilities, restrictions, disabilities and duties of the Surviving Corporation.




     (e) Conversion of Shares. At the Effective Time, by virtue of the Merger and
without any further action on the part of HFF Holdings, GP Acquisition Corp., Holliday GP or
HoldCo LLC: (i) each share of Holliday GP’s outstanding stock held by HFF Holdings as of
the Effective Time shall be cancelled and extinguished and be converted into the right to
receive total consideration consisting of one (1) share of Class B Common Stock and
$[•] in cash (the “Merger Consideration”); (ii) each share of Holliday GP’s
stock held in the treasury of Holliday GP shall be cancelled and extinguished and no payment
or other consideration shall be made with respect thereto; and (iii) each then issued and
outstanding share, and each share held in the treasury, of the stock of GP Acquisition Corp.
shall be surrendered and converted into one (1) validly issued, fully paid and
non-assessable share of the Surviving Corporation.




     (f) Certificate of Incorporation. Effective upon and as part of the Merger,
the Certificate of Incorporation of Holliday GP shall be the Certificate of Incorporation of
the Surviving Corporation until thereafter altered, amended or repealed.




     (g) Bylaws. The Bylaws of Holliday GP in effect immediately prior to the
Effective Time shall be the Bylaws of the Surviving Corporation from and after the Effective
Time until thereafter altered, amended or repealed.




     (h) Directors and Officers. The directors of Holliday GP immediately prior to
the Effective Time shall be the directors of the Surviving Corporation, and the officers of
Holliday GP immediately prior to the Effective Time shall be the officers of the Surviving
Corporation, each to hold office in accordance with the Certificate of Incorporation and
Bylaws of the Surviving Corporation.




     (i) Sale Treatment. It is the intention of the Parties that the purchase of
partnership units of each of the Operating Partnerships from the Sellers pursuant to Section
2.1(a) shall be a transaction in which gain or loss is recognized by the Sellers on the sale
of partnership interests pursuant to Sections 741 and 1001 of the Code. Each of the Parties
hereby agrees to treat such transaction in such manner for all relevant income



-6-









 







tax purposes, to file their respective tax returns accordingly and to take no positions
that are inconsistent with such treatment.



     2.2. Closing. Unless this Agreement shall have been earlier terminated in accordance
with the terms of this Agreement, the closing of the Sale and Merger Transactions (the
“Closing”) shall take place (a) at the offices of Dechert LLP in New York City at 10:00
a.m., on the date and contemporaneously with the closing of the IPO (defined below) so long as the
conditions precedent set forth herein have been satisfied or waived (other than conditions with
respect to actions the respective Parties will take at the Closing itself, but subject to the
satisfaction or waiver of those conditions) or (b) on such other date as may be mutually agreed
upon in writing by the Parties. The date of the Closing is referred to herein as the “Closing
Date.”



     2.3. Other Deliveries and Proceedings at Closing. At the Closing and subject to the
terms and conditions herein contained:




     (a) Deliveries by HoldCo LLC. HoldCo LLC shall deliver (or cause to be
delivered) to the Sellers:




     (i) cash, as consideration for the purchase of [•] partnership units of each of
the Operating Partnerships, in the amount of $[•];




     (ii) the Tax Receivable Agreement, duly executed by the Company;




     (iii) a registration rights agreement by and between the Company and HFF
Holdings (the “Registration Rights Agreement”) substantially in the form
attached hereto as Exhibit F, duly executed by the Company;




     (iv) the Merger Consideration, consisting of a certificate evidencing one (1)
share of Class B Common Stock in the name of HFF Holdings and cash of $[•]; and




     (v) a certificate duly executed by HoldCo LLC, dated as of the Closing Date,
certifying as set forth in Section 4.2.3.




     (b) Deliveries by the Sellers. The Sellers shall deliver (or cause to be
delivered) to HoldCo LLC:




     (i) [•] partnership units of each of the Operating Partnerships;




     (ii) the Tax Receivable Agreement, duly executed by HFF Holdings;




     (iii) the Registration Rights Agreement, duly executed by HFF Holdings;



-7-









 






     (iv) certificates evidencing 100% of the equity interests of Holliday GP;




     (v) a certificate duly executed by HFF Holdings, dated as of the Closing Date,
certifying as set forth in Section 4.1.3; and




     (vi) a pay-off letter or other reasonably satisfactory evidence of the
repayment of outstanding indebtedness under that certain Credit Agreement dated as
of March 29, 2006 by and among HFF LP, HFF Holdings and Bank of America, N.A. (the
“Credit Agreement”).




     (c) Repayment of Debt. HFF Holdings shall use a portion of the cash proceeds
received pursuant hereto to repay all the outstanding indebtedness under the Credit
Agreement.




     (d) Other Deliveries. The Parties hereto shall also deliver to each other any
other agreements, closing certificates and other documents and instruments required to be
delivered pursuant to this Agreement.



     2.4. Initial Public Offering. Each of the Parties intends that the Company shall
consummate an initial public offering (the “IPO”) of shares of Class A Common Stock
contemporaneously with the Closing.



     2.5. Post-Closing Transactions.




     (a) Pursuant to the provisions of the limited liability company agreement of HFF
Holdings, the Exchange Right may be exercised at HFF Holdings’ election and for the benefit
of individual members of HFF Holdings.




     (b) Shares of Class A Common Stock issued in accordance with Section 2.5(a) shall be
evidenced by one or more duly authorized stock certificates (or through mutually agreed upon
electronic means) representing such shares of Class A Common Stock, delivered to HFF
Holdings and in the name designated by HFF Holdings.



ARTICLE 3




REPRESENTATIONS AND WARRANTIES




     3.1. Representations and Warranties of HFF Holdings, Holliday GP and Holdings Sub.
Each of HFF Holdings, Holliday GP and Holdings Sub hereby represents and warrants to HoldCo LLC, GP
Acquisition Corp. and the Company, as of the date hereof, as set forth below:



          3.1.1. Existence, Qualification and Authority.



-8-









 






     (a) Each of HFF Holdings and Holdings Sub is a limited liability company, duly
organized, validly existing and in good standing under the laws of Delaware. Holliday GP is
a corporation, duly organized, validly existing and in good standing under the laws of
Delaware. The execution, delivery and performance by each of HFF Holdings, Holliday GP and
Holdings Sub of this Agreement has been duly authorized by all necessary action.




     (b) Each of HFF Holdings, Holliday GP and Holdings Sub has the requisite power,
authority and legal right to execute and deliver this Agreement and to consummate the
transactions contemplated hereby.




     (c) This Agreement has been duly executed and delivered by each of HFF Holdings,
Holliday GP and Holdings Sub and constitutes the legal, valid and binding obligation of HFF
Holdings, Holliday GP and Holdings Sub, enforceable against them in accordance with its
terms, except to the extent such enforcement may be limited by applicable bankruptcy laws
and other similar laws affecting creditors’ rights generally.



          3.1.2. Validity of Contemplated Transactions, Etc.




     (a) Neither the execution, delivery and performance by HFF Holdings, Holliday GP or
Holdings Sub of this Agreement, nor the consummation by HFF Holdings, Holliday GP or
Holdings Sub of the transactions contemplated hereby, nor compliance by HFF Holdings,
Holliday GP or Holdings Sub with the terms and provisions hereof, will, directly or
indirectly (with or without notice or lapse of time or both), (i) contravene or conflict
with, or result in a breach or termination of, or constitute a default under (or with notice
or lapse of time or both, result in the breach or termination of or constitute a default
under) or result in the termination or suspension of, or accelerate the performance required
by the terms, conditions or provisions of, or cause any payments to be due under, any
contracts of HFF Holdings, Holliday GP or Holdings Sub, (ii) constitute a violation by HFF
Holdings, Holliday GP or Holdings Sub of any existing Requirement of Law or Governmental
Order applicable to HFF Holdings, Holliday GP, Holdings Sub or any of their respective
properties, rights or assets or (iii) result in the creation of any Lien upon any equity
interests, properties, rights or assets of HFF Holdings, Holliday GP or Holdings Sub,
except, in the case of clauses (i), (ii) and (iii), as would not reasonably be expected to
result in, individually or in the aggregate, a material adverse effect on the ability of HFF
Holdings, Holliday GP or Holdings Sub to consummate the transactions contemplated by this
Agreement.




     (b) Except for the Certificate of Merger, no Authorization and no filing or
notification with any Governmental Authority, any counterparty to any of the contracts of
HFF Holdings, Holliday GP, Holdings Sub or any other Person is required to be made or
obtained by HFF Holdings, Holliday GP or Holdings Sub in connection with the execution,
delivery or performance by HFF Holdings, Holliday GP and Holdings Sub of this Agreement, or
the consummation of the transactions contemplated hereby by HFF Holdings, Holliday GP and
Holdings Sub, except for any such Authorization, filing or



-9-









 







notification the failure of which to make or obtain would not reasonably be expected to
result in, individually or in the aggregate, a material adverse effect on the ability of HFF
Holdings, Holliday GP or Holdings Sub to consummate the transactions contemplated by this
Agreement.



          3.1.3. Holliday GP Shares. HFF Holdings owns beneficially and of record 100% of the
outstanding equity interests of Holliday GP, free and clear of any Liens.



          3.1.4. Provisions Relating to Securities Laws.




     (a) HFF Holdings acknowledges that the shares of Class A Common Stock received pursuant
to the Exchange Right have not been registered under the Securities Act or under any
applicable state securities laws, and are being offered and sold in reliance on exemptions
from the registration requirements of the Securities Act and all such laws.




     (b) The Class A Common Stock is being acquired by HFF Holdings for its own account for
the purpose of investment for the benefit of its members and not with a view to distribute
(other than to its members), it being understood that the right to dispose of Class A Common
Stock shall be entirely within HFF Holdings’ discretion subject to the transfer restrictions
under the Securities Act. HFF Holdings will refrain from transferring or otherwise
disposing of the Class A Common Stock (other than to its members) or any interest therein in
such manner as to cause the Company to violate the registration requirements of the
Securities Act or any applicable state securities or blue sky laws.




     (c) HFF Holdings has received, reviewed and analyzed information concerning the Company
necessary to enable it to evaluate the merits and risks of an investment in the Class A
Common Stock.



     3.2. Representations and Warranties of HoldCo LLC, GP Acquisition Corp. and the
Company. Each of HoldCo LLC, GP Acquisition Corp. and the Company hereby represents and
warrants to HFF Holdings, Holliday GP and Holdings Sub, as of the date hereof, as set forth below:



          3.2.1. Existence, Qualification and Authority.





     (a) HoldCo LLC is a limited liability company duly organized, validly existing and in
good standing under the laws of Delaware and each of GP Acquisition Corp. and the Company is
a corporation duly organized, validly existing and in good standing under the laws of
Delaware, and each of HoldCo LLC, GP Acquisition Corp. and the Company has all requisite
power and authority to own and operate its assets and carry on its business as currently
conducted, except where any such failure to be so organized or existing or to have such
power and authority has not had, and would not reasonably be expected to result in,
individually or in the aggregate, a material adverse



-10-









 







effect on the ability of HoldCo LLC, GP Acquisition Corp. or the Company to consummate
the transactions contemplated by this Agreement. Each of HoldCo LLC, GP Acquisition Corp.
and the Company has the requisite power, authority and legal right to execute and deliver
this Agreement and to consummate the transactions contemplated hereby. The execution,
delivery and performance by each of HoldCo LLC, GP Acquisition Corp. and the Company of this
Agreement has been duly authorized by all necessary action.




     (b) This Agreement has been duly executed and delivered by each of HoldCo LLC, GP
Acquisition Corp. and the Company and constitutes the legal, valid and binding obligation of
HoldCo LLC, GP Acquisition Corp. and the Company, enforceable against them in accordance
with its terms, except to the extent such enforcement may be limited by applicable
bankruptcy laws and other similar laws affecting creditors’ rights generally.



          3.2.2. Validity of Contemplated Transactions, Etc.





     (a) Neither the execution, delivery and performance by HoldCo LLC, GP Acquisition Corp.
or the Company of this Agreement, nor the consummation by them of the transactions
contemplated hereby, nor compliance by them with the terms and provisions hereof, will,
directly or indirectly (with or without notice or lapse of time or both), (i) contravene or
conflict with the organizational documents of HoldCo LLC, GP Acquisition Corp. or the
Company, (ii) contravene or conflict with, or result in a breach or termination of, or
constitute a default under (or with notice or lapse of time or both, result in a breach or
termination of, or constitute a default under) or result in the termination or suspension
of, or accelerate the performance required by the terms, conditions or provisions of, or
cause any payments to be due under, any contracts to which HoldCo LLC, GP Acquisition Corp.
or the Company is a party or any Authorizations held by HoldCo LLC, GP Acquisition Corp. or
the Company, (iii) constitute a violation by HoldCo LLC, GP Acquisition Corp. or the Company
of any existing Requirement of Law or Governmental Order applicable to HoldCo LLC, GP
Acquisition Corp., the Company or any of their respective properties, rights or assets or
(iv) result in the creation of any Lien upon any equity interests, properties, rights or
assets of HoldCo LLC, GP Acquisition Corp. or the Company, except, in the case of clauses
(ii), (iii) and (iv), as would not reasonably be expected to result in, individually or in
the aggregate, a material adverse effect on the ability of HoldCo LLC, GP Acquisition Corp.
or the Company to consummate the transactions contemplated by this Agreement.




     (b) Other than the Certificate of Merger, no Authorization and no filing or
notification with any Governmental Authority, any counterparty to any of the contracts to
which HoldCo LLC, GP Acquisition Corp. or the Company is a party or any other Person is
required to be made or obtained by HoldCo LLC, GP Acquisition Corp. or the Company in
connection with the execution, delivery or performance by HoldCo LLC, GP Acquisition Corp.
or the Company of this Agreement, or the consummation of the transactions contemplated
hereby by HoldCo LLC, GP Acquisition Corp. or the



-11-









 







Company, except for any such Authorization, filing or notification the failure of which
to make or obtain would not reasonably be expected to result in, individually or in the
aggregate, a material adverse effect on the ability of HoldCo LLC, GP Acquisition Corp. or
the Company to consummate the transactions contemplated by this Agreement.



          3.2.3. Class A Stock. The Class A Common Stock to be transferred to HFF Holdings
pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and
nonassessable.




ARTICLE 4




CONDITIONS PRECEDENT TO CLOSING




     4.1. Conditions Precedent to Obligations of HoldCo LLC, GP Acquisition Corp. and the
Company. The obligations of HoldCo LLC, GP Acquisition Corp. and the Company under Article 2
are subject to the fulfillment or satisfaction, prior to or at the Closing, of each of the
following conditions precedent, which may be waived in writing in whole or in part by HoldCo LLC:



          4.1.1. Representations and Warranties True as of Closing. Each of the representations
and warranties of HFF Holdings, Holliday GP and Holdings Sub contained in this Agreement shall have
been true and correct in all material respects (without duplicating any materiality qualifications
included in such representations and warranties for all purposes of this Section 4.1.1) as of the
date of this Agreement and shall be true and correct in all material respects (without duplicating
any materiality qualifications included in such representations and warranties for all purposes of
this Section 4.1.1) as of the Closing Date (provided that the representations and warranties
contained in Section 3.1.3 shall be true and correct in all respects as of the date of this
Agreement and as of the Closing Date), with the same effect as though each of such representations
and warranties had been made on and as of the Closing Date.




          4.1.2. Compliance with this Agreement. HFF Holdings, Holliday GP and Holdings Sub
shall have performed and complied in all material respects with each of the agreements and
covenants required by this Agreement to have been performed or complied with by it prior to or at
the Closing.




          4.1.3. Closing Certificates. HoldCo LLC shall have received a certificate executed by
HFF Holdings certifying as set forth in Sections 4.1.1 and 4.1.2.




     4.2. Conditions Precedent to Obligations of HFF Holdings, Holliday GP and Holdings
Sub. The obligations of HFF Holdings, Holliday GP and Holdings Sub under Article 2 are subject
to the fulfillment or satisfaction, prior to or at the Closing, of each of the following conditions
precedent, which may be waived in writing in whole or in part by HFF Holdings:



          4.2.1. Representations and Warranties True as of Closing. Each of the representations
and warranties of HoldCo LLC, GP Acquisition Corp. and the Company



-12-









 







contained in this Agreement shall have been true and correct in all material respects (without
duplicating any materiality qualifications included in such representations and warranties for all
purposes of this Section 4.2.1) as of the date of this Agreement and shall be true and correct in
all material respects (without duplicating any materiality qualifications included in such
representations and warranties for all purposes of this Section 4.2.1) as of the Closing Date
(provided that the representations and warranties contained in Section 3.2.3 shall be true and
correct in all respects as of the date of this Agreement and as of the Closing Date), with the same
effect as though each of such representations and warranties had been made on and as of the Closing
Date.



          4.2.2. Compliance with this Agreement. HoldCo LLC, GP Acquisition Corp. and the
Company shall have performed and complied in all material respects with each of the agreements and
covenants required by this Agreement to have been performed or complied with by it prior to or at
the Closing.



          4.2.3. Closing Certificates. HFF Holdings shall have received a certificate executed
by HoldCo LLC certifying as set forth in Sections 4.2.1 and 4.2.2.



     4.3. Additional Conditions Precedent. All obligations of the Parties under this
Agreement are subject to the fulfillment or satisfaction, prior to or at the Closing, of each of
the following conditions precedent, each of which may be waived in whole or in part by the mutual
agreement of HFF Holdings and HoldCo LLC:



          4.3.1. No Pending Governmental Litigation. On the Closing Date, no suit, Action or
other proceeding brought by any Governmental Authority shall be pending in which it is sought to
restrain or prohibit the consummation of the transactions contemplated hereby.




          4.3.2. IPO Closing. The closing of the transactions contemplated by the IPO shall
have occurred contemporaneously with the Closing.




ARTICLE 5




INDEMNIFICATION




     5.1. Indemnification Obligation of HFF Holdings. From and after the Closing, HFF
Holdings shall indemnify and hold harmless HoldCo LLC, GP Acquisition Corp. and the Company, and
their respective directors, managers, officers, members, partners, employees, agents, Affiliates,
successors and assigns, against and in respect of any and all damages, losses, deficiencies,
liabilities, costs and expenses (collectively, “Losses”) incurred or suffered by any such
Person that result from, relate to or arise out of, and any and all Actions, suits, claims,
proceedings, investigations, demands, assessments, audits, fines, judgments, costs and other
expenses (including reasonable fees and expenses of attorneys, accountants and other professional
advisors) incident to, any breaches of this Agreement by HFF Holdings, Holliday GP or Holdings Sub.



-13-









 





     5.2. Other Rights and Remedies. Following the Closing, the sole and exclusive remedy
at law (other than with respect to claims involving intentional misrepresentation or fraud) for
HoldCo LLC, GP Acquisition Corp. and the Company for any claim (whether such claim is framed in
tort, contract or otherwise) arising out of a breach of any representation, warranty, covenant or
other agreement in this Agreement shall be a claim by HoldCo LLC, GP Acquisition Corp. and the
Company for indemnification pursuant to this Article 5, which claims are independent of and in
addition to any equitable rights or remedies that HoldCo LLC, GP Acquisition Corp. and the Company
may seek in connection with this Agreement or the transactions contemplated hereby.



ARTICLE 6




MISCELLANEOUS




     6.1. Termination. Anything herein or elsewhere to the contrary notwithstanding, this
Agreement may be terminated (and the transactions contemplated herein may be abandoned) at any time
before the Closing Date (a) by mutual written consent of HFF Holdings, on the one hand, and HoldCo
LLC, on the other hand; and (b) by HFF Holdings, on the one hand, or HoldCo LLC, on the other hand,
upon notice given to the other, if any Governmental Authority shall have issued an order, decree or
ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the
transactions contemplated by this Agreement.



     6.2. No Liabilities in Event of Termination. In the event of any termination of this
Agreement as provided in Section 6.1, (a) written notice thereof shall promptly be given to the
other Parties hereto and this Agreement shall forthwith become wholly void and terminate and of no
further force and effect except for Sections 6.2, 6.4, 6.5, 6.6, 6.7, 6.8, 6.9, 6.10, 6.11 and
6.12, and (b) there shall be no liability on the part of any of the Parties hereto, except that
such termination shall not preclude any party from pursuing judicial remedies for damages and/or
other relief as a result of the breach by the other party of any representation, warranty, covenant
or agreement contained herein prior to such termination.



     6.3. Further Assurances. Each of the Parties shall from time to time after the
Closing Date, at the request of any other Party, execute, acknowledge and deliver to such other
Party such other instruments of conveyance and transfer or assumption and will take such other
actions and execute and deliver such other documents, certifications and further assurances as such
other party may reasonably require in order to effect the transactions contemplated hereby and will
use Commercially Reasonable Efforts to cooperate with the other Parties and execute and deliver to
the other Parties such other instruments and documents and take such other actions as may be
reasonably requested from time to time by such other party as necessary to carry out, evidence and
confirm the intended purposes of this Agreement. Each of the Parties will cause their respective
Affiliates to comply with this Section 6.3 to the extent necessary or desirable to fulfill the
purposes thereof.



     6.4. Contents of Agreement. This Agreement, including the Exhibits hereto, sets forth
the entire understanding of the Parties hereto with respect to the transactions contemplated



-14-









 







hereby and supersede any and all previous agreements and understandings, oral or written,
between or among the Parties regarding the transactions contemplated hereby. This Agreement shall
not be amended or modified except by written instrument duly executed by each of the Parties
hereto.



     6.5. Assignment and Binding Effect. This Agreement may not be assigned by any party
without the prior written consent of the other Parties.



     6.6. Waiver. No waiver of any term or provision of this Agreement shall be effective
unless in writing, signed by the Party against whom enforcement of the same is sought. The grant
of a waiver in one instance does not constitute a continuing waiver in all similar instances. No
failure to exercise, and no delay in exercising, by any Party, any right, remedy, power or
privilege hereunder shall operate as a waiver thereof.



     6.7. Notices. Any notice, request, demand, waiver, consent, approval or other
communication which is required or permitted hereunder shall be in writing and shall be deemed
given only if delivered personally or sent by registered or certified mail or by Federal Express or
other overnight mail service, postage prepaid, by e-mail or by facsimile, with written confirmation
to follow, as follows:



          If to HoldCo LLC, GP Acquisition Corp. or the Company, to:



c/o HFF, Inc.

429 Fourth Avenue

Suite 200

Pittsburgh, PA 15219

Attention: Chief Executive Officer

Facsimile No.: [ • ]




          With a required copy to (which shall not itself constitute notice):



Dechert LLP

90 State House Square, 12th Floor

Hartford, CT 06103-3702

Attention: John J. Gillies, Esq.

Facsimile No.: (860) 524-3930




          If to HFF Holdings, Holliday GP or Holdings Sub, to:



c/o HFF Holdings LLC

429 Fourth Avenue

Suite 200

Pittsburgh, PA 15219

Attention: Managing Member

Facsimile No.: [ • ]




-15-









 








          With a required copy, to (which shall not itself constitute notice):



Dechert LLP

90 State House Square, 12th Floor

Hartford, CT 06103-3702

Attention: John J. Gillies, Esq.

Facsimile No.: (860) 524-3930



or to such other address or facsimile numbers as the addressee may have specified in a notice duly
given to the sender as provided herein. Such notice, request, demand, waiver, consent, approval or
other communication will be deemed to have been given as of the date so delivered or, if such date
is not a Business Day, on the next Business Day.




     6.8. Applicable Law; Consent to Jurisdiction. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York, without giving effect to such
State’s laws and principles regarding the conflict of laws. Each of the Parties hereto (a)
consents to submit itself to the personal jurisdiction of any federal court located in the State of
New York or any New York state court in connection with any dispute that arises out of this
Agreement or any of the transactions contemplated by this Agreement, (b) agrees that it will not
attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any
such court, (c) agrees that it will not bring any Action relating to this Agreement or any of the
transactions contemplated by this Agreement in any court other than a federal court sitting in the
State of New York or a New York state court unless venue would not be proper under rules applicable
in such courts and (d) waives any right to which it may be entitled, on account of place of
residence or domicile.



     6.9. No Benefit to Others. The representations, warranties, covenants and agreements
contained in this Agreement are for the sole benefit of the Parties hereto and, in the case of
Article 5, the other indemnitees, and their respective heirs, executors, administrators, legal
representatives, successors and permitted assigns, and they shall not be construed as conferring
any rights on any other Persons.



     6.10. Headings. All section headings contained in this Agreement are for convenience
of reference only, do not form a part of this Agreement and shall not affect in any way the meaning
or interpretation of this Agreement.



     6.11. Severability. Any provision of this Agreement which is invalid or unenforceable
in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability
without invalidating or rendering unenforceable the remaining provisions hereof, and such
invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable
such provisions in any other jurisdiction.



     6.12. Counterparts. This Agreement may be executed in any number of counterparts and
any party hereto may execute any such counterpart, each of which when executed and delivered shall
be deemed to be an original and all of which counterparts taken together shall



-16-









 







constitute but one and the same instrument. This Agreement shall become binding when one or
more counterparts taken together shall have been executed and delivered by all of the Parties.



[Remainder of this page intentionally left blank.]




-17-









 





          IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the date first
written above.




	 	 	 	 	 	 	 
	 	 	HFF HOLDINGS LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	HFF LP ACQUISITION LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	HFF, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	HFF PARTNERSHIP HOLDINGS LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	HOLLIDAY GP CORP.	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






 









 






	 	 	 	 	 	 	 
	 	 	GP ACQUISITION CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 







-2-