X0202 3 2007-01-29 0 0001380509 HFF, Inc. HF 0001387750 Pelusi John Jr C/O HFF, INC. 429 FOURTH AVENUE, SUITE 200 PITTSBURGH PA 15219 1 1 0 0 Chief Executive Officer Class A Common Stock 0 D Partnership units Shares of Class A Common Stock, par value $.01 per share 1944000 I By HFF Holdings, LLC Partnership units of Holliday Fenoglio Fowler, L.P. and HFF Securities L.P. Following the amendment and restatement of the certificate of incorporation of HFF, Inc. that will occur prior to the consummation of the initial public offering of its Class A common stock, HFF Holdings LLC ("HFF Holdings") will be entitled to exchange, at permitted times, two partnership units (one of each of Holliday Fenoglio Fowler, L.P. ("HFF LP") and HFF Securities L.P. ("HFF Securities")) for one share of Class A common stock. Pursuant to certain contractual provisions, HFF Holdings is restricted from exchanging partnership units for two years from the date of the initial public offering, and after two years HFF Holdings will have the right to exchange 25% of the Class A common stock that it is entitled to, with an additional 25% becoming availabe each year therafter, so that after five years, the restrictions on exchange will have fully expired. (Continued onto footnote 3) (Continued from footnote 2) However, these contractual provisions may be waived, amended or teminated by HFF, Inc. Mr. Pelusi is a member of HFF Holdings and, pursuant to the provisions of the operating agreement of HFF Holdings, Mr. Pelusi has the right to require HFF Holdings to exchange his pro rata share of the partnership units based on his ownership interest in HFF Holdings. /s/ Eric O. Conrad, as attorney-in-fact 2007-01-29