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AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
 Agreement Restated Effective Date Employee HFF
 RECITALS
 Member HFF Holdings
 Original
Employment Agreement Original Effective Date
 General
Partner
 Publico Sale and
Merger Agreement Holdco
   AGREEMENT
  Term Termination Date




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Responsibilities Board Holdco Managing
Member
 Compensation and Benefits
 Commission and Other Income
 Benefits
 Expense Reimbursement
 No Mitigation
 Non-Compete
 Company Entities
 2




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Restrictive Period
 Compete Person Competitive Business Compete
 3




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Compete
     Compete
   4




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Cause
 Non-Disclosure
 Confidential Information corporate information marketing
information financial information operational and technological information personnel information Client information
 5




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Confidential
Information
  Company
Materials
 Non-Solicitation of Clients
  6




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Client Prospective Clients
  Non-Solicitation of Employees
 Non-Disparagement
 disparage
 disparage
 7




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Enforcement; Remedies and Forfeitures
     Severability and Judicial Reformation/Partial Enforcement
 Governing Law
 Consent to Jurisdiction; Waiver of Jury Trial . The parties agree that
jurisdiction and venue in any action brought by any party pursuant to this Agreement shall
 8




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lie exclusively in any federal or state court located in the city, state and county of New York.
By execution and delivery of this agreement, each party irrevocably submits to the exclusive
jurisdiction of such courts for itself and in respect of its property with respect to such action.
The parties irrevocably agree that venue would be proper in such court, and hereby waive any
objection that such court is an improper or inconvenient forum for the resolution of such action.
The parties further agree that the mailing by certified or registered mail, return receipt
requested, of any process required by any such court shall constitute valid and lawful service of
process against them, without necessity for service by any other means provided by statute or rule
of court.
 EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT. EACH OF THE PARTIES HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT,
AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION
12.
 Successors and Assigns
 Acknowledgment; Knowing and Voluntary
 Notices
 9




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Employee:
    
    John H. Pelusi, Jr.
4046 Rosemonte Drive
Allison Park, PA 15101
jpelusi@hfflp.com
 HFF:
    
    8401 North Central Expressway
Suite 400
Dallas, TX 75225
  Withholding
 Entire Agreement
 Modification
 Execution
 Headings
 10




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IN WITNESS WHEREOF
 EMPLOYEE/s/ John H. Pelusi, Jr.Name: John H. Pelusi, Jr.HOLLIDAY FENOGLIO FOWLER, LP:
By: Holliday GP Corp., its General PartnerBy:
    /s/ John H. Pelusi, Jr.Name:
    John H. Pelusi, Jr.Title:
    President