EXHIBIT 10.2Registration Rights Agreement • July 14th, 2000 • Pinnacle Global Group Inc • Finance services • Texas
EXHIBIT 10.1Employment Agreement • July 14th, 2000 • Pinnacle Global Group Inc • Finance services
WITNESSETHLease Agreement • May 15th, 2000 • Pinnacle Global Group Inc • Finance services • Texas
EXHIBIT 2.1Merger Agreement • July 14th, 2000 • Pinnacle Global Group Inc • Finance services • Texas
AGREEMENT AND PLAN OF MERGER BY AND AMONG SUMMER HOLDINGS II, INC., SUMMER MERGER SUB, INC. AND THE EDELMAN FINANCIAL GROUP INC. DATED AS OF APRIL 16, 2012Merger Agreement • April 16th, 2012 • Edelman Financial Group Inc. • Investment advice • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 16, 2012, is by and among Summer Holdings II, Inc., a Delaware corporation (“Parent”), Summer Merger Sub, Inc., a Texas corporation (“Merger Sub”) and wholly owned subsidiary of Parent, and The Edelman Financial Group Inc., a Texas corporation (the “Company”).
EXHIBIT 2.1Asset Purchase Agreement • July 24th, 2000 • Pinnacle Global Group Inc • Finance services • North Carolina
5,000,000 Shares Sanders Morris Harris Group Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 14th, 2006 • Sanders Morris Harris Group Inc • Finance services • New York
EMPLOYMENT AGREEMENTEmployment Agreement • May 17th, 2012 • Edelman Financial Group Inc. • Investment advice • Virginia
This EMPLOYMENT AGREEMENT (as amended, supplemented or extended from time to time, this “Agreement”) is entered into as of April 23, 2012, between the Edelman Financial Services, LLC (the “Employer”), and Lesley Roberts (“Employee”).
MANAGEMENT GRANT AGREEMENTManagement Grant Agreement • May 17th, 2012 • Edelman Financial Group Inc. • Investment advice • Delaware
This Management Grant Agreement (this “Agreement”) is made and entered into as of April 23, 2012 by and between Lee Summer, LP, a Delaware limited partnership (the “Partnership”) and George Ball (the “Management Securityholder”), to become effective as of (and subject to the occurrence of) the closing of the transactions contemplated by the Agreement and Plan of Merger by and among Summer Holdings II, Inc., a Delaware corporation, Summer Merger Sub, Inc., a Texas corporation, and The Edelman Financial Group Inc., a Texas corporation, dated as of April 16, 2012 (the “Closing”).
CONTRIBUTION AGREEMENTContribution Agreement • May 17th, 2012 • Edelman Financial Group Inc. • Investment advice • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”), dated as of April 16, 2012, is by and among Lee Summer, LP, a Delaware limited partnership (the “Partnership”) and the individual named on Annex A hereto (the “Rollover Investor”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed thereto in the Merger Agreement (as defined below).
Exhibit A Voting Agreement VOTING AGREEMENTVoting Agreement • April 19th, 2012 • Edelman Financial Group Inc. • Investment advice • Delaware
VOTING AGREEMENT, dated as of April 16, 2012, (this “Agreement”), by and among Summer Holdings II, Inc., a Delaware corporation (“Parent”), and each of the Persons listed on Schedule 1 hereto (each, a “Stockholder”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 2nd, 2011 • Edelman Financial Group Inc. • Investment advice • Texas
This Indemnification Agreement (this “Agreement”) is made and entered into as of May 26, 2011, by and between The Edelman Financial Group Inc., a Texas corporation (the “Company”), and _____________ (the “Indemnitee”).
LETTERHEAD] EXHIBIT 10.20 FULLY DISCLOSED CLEARING AGREEMENTFully Disclosed Clearing Agreement • March 29th, 2000 • Pinnacle Global Group Inc • Finance services • New York
AMENDMENT NUMBER 3Credit Agreement • November 9th, 2009 • Sanders Morris Harris Group Inc • Investment advice • Texas
THIS AMENDMENT NUMBER 3, dated as of September 15, 2009 (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), by and among SANDERS MORRIS HARRIS GROUP INC., a Texas corporation (the "Borrower"') and PROSPERITY BANK, as lender (the "Lender") (each of the Borrower and the Lender are referred to herein from time to time individually as a "Party" and collectively as the "Parties").
Exhibit D Contribution Agreement (Ball) CONTRIBUTION AGREEMENTContribution Agreement • April 19th, 2012 • Edelman Financial Group Inc. • Investment advice • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”), dated as of April 16, 2012, is by and among Lee Summer, LP, a Delaware limited partnership (the “Partnership”) and the individual named on Annex A hereto (the “Rollover Investor”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed thereto in the Merger Agreement (as defined below).
AMENDED AND RESTATED CREDIT AGREEMENT between SANDERS MORRIS HARRIS GROUP INC. as Borrower and PROSPERITY BANK as Lender Dated as of December 31, 2010Credit Agreement • January 4th, 2011 • Sanders Morris Harris Group Inc • Investment advice • Texas
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 11, 2009, and amended and restated as of December 31, 2010, between SANDERS MORRIS HARRIS GROUP INC., a Texas corporation (the "Borrower") and PROSPERITY BANK, as lender (the "Lender").
CONTRIBUTION AGREEMENTContribution Agreement • May 17th, 2012 • Edelman Financial Group Inc. • Investment advice • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”), dated as of April 16, 2012, is by and among Lee Summer, LP, a Delaware limited partnership (the “Partnership”) and the individuals named on Annex A hereto (the “Rollover Investors”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed thereto in the Merger Agreement (as defined below).
PURCHASE AGREEMENTPurchase Agreement • November 29th, 2010 • Sanders Morris Harris Group Inc • Investment advice • Texas
This Purchase Agreement (“Agreement”) is entered into as of November 26, 2010, by and among Robert C.A. Benjamin, Gerardo A. Chapa, and Ricardo Perusquia, each a resident of the State of Texas (individually a “Seller” and collectively, the “Sellers”) and Sanders Morris Harris Group Inc., a Texas corporation (“Purchaser” and together with the Sellers, the “Parties”).
AGREEMENT AND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 9th, 2006 • Sanders Morris Harris Group Inc • Finance services
This Agreement and Amendment to Credit Agreement (this “Amendment”) dated as of February 27, 2006 between SANDERS MORRIS HARRIS GROUP INC. (the “Borrower”), a Texas corporation, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (the “Lender”), a national banking association;
SMH CAPITAL letterhead]Credit Agreement • August 10th, 2009 • Sanders Morris Harris Group Inc • Investment advice
Reference is made to the Credit Agreement Dated as of May 11, 2009 (the “Credit Agreement”), between Sanders Morris Harris Group Inc. (“Borrower”) and Prosperity Bank (“Lender”), pursuant to which Lender made a $25,000,000 term loan to Borrower on the terms and conditions set forth in the Credit Agreement. Terms used herein with their initial letter capitalized shall have the meaning assigned to them in the Credit Agreement unless otherwise defined herein.
CONTRIBUTION AGREEMENTContribution Agreement • May 17th, 2012 • Edelman Financial Group Inc. • Investment advice • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”), dated as of April 16, 2012, is by and between Lee Summer, LP, a Delaware limited partnership (the “Partnership”) and the individual named on Annex A hereto (the “Rollover Investor”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed thereto in the Merger Agreement (as defined below).
SANDERS MORRIS HARRIS GROUP NONSTATUTORY STOCK OPTION Optionee: __________________Nonstatutory Stock Option Agreement • March 16th, 2006 • Sanders Morris Harris Group Inc • Finance services • Texas
INNOVEST SYSTEMS, LLC ON-LINE SERVICES AGREEMENTOn-Line Services Agreement • November 9th, 2005 • Sanders Morris Harris Group Inc • Finance services
This On-line Services Agreement (the “Agreement”) is entered into as of June 1, 2005 (the “Effective Date”) by and between INNOVEST SYSTEMS, LLC, a New York limited liability company with its principal place of business at 74 Trinity Place, Eighteenth Floor, New York, NY 10006 (“Provider”), and PINNACLE TRUST CO., LTA, with its principal place of business at 4265 San Felipe, Suite 900, Houston, TX 77027 (“Client”).
CONTRIBUTION AGREEMENTContribution Agreement • March 13th, 2008 • Sanders Morris Harris Group Inc • Investment advice • Texas
This CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of April 28, 2003, by and between Salient Partners, L.P., a Texas limited partnership (“Salient Partners”), Salient Advisors, L.P., a Texas limited partnership (“Advisors”), Salient Capital, L.P., a Texas limited partnership (“Capital”), Salient Partners GP, LLC, a Texas limited liability company (the “General Partner”), John A. Blaisdell, Andrew B. Linbeck, J. Matthew Newtown, Jeremy L. Radcliffe, A Haag Sherman, and Adam L. Thomas, (each a “Principal” and, collectively, the “Principals”), and Sanders Morris Harris Group, Inc., a Texas corporation (“SMHG”).
July 15, 2009 Prosperity Bank Houston, Texas 77002 Attention of Randall R. Reeves, President-Houston Area Re: Amendment no. 2 to Credit Agreement Dated as of May 11, 2009, between Sanders Morris Harris Group Inc. and Prosperity Bank Ladies and Gentlemen:Credit Agreement • August 10th, 2009 • Sanders Morris Harris Group Inc • Investment advice
Reference is made to the Credit Agreement Dated as of May 11, 2009 (the “Credit Agreement”), between Sanders Morris Harris Group Inc. (“Borrower”) and Prosperity Bank (“Lender”), pursuant to which Lender made a $25,000,000 term loan to Borrower on the terms and conditions set forth in the Credit Agreement. Terms used herein with their initial letter capitalized shall have the meaning assigned to them in the Credit Agreement unless otherwise defined herein.
AGREEMENT AND SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 9th, 2006 • Sanders Morris Harris Group Inc • Finance services
This Agreement and Second Amendment to Credit Agreement (this “Amendment”) dated as of May 8, 2006 between SANDERS MORRIS HARRIS GROUP INC. (the “Borrower”), a Texas corporation, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (the “Lender”), a national banking association;
CONTRIBUTION AGREEMENTContribution Agreement • May 17th, 2012 • Edelman Financial Group Inc. • Investment advice • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”), dated as of April 16, 2012, is by and among Lee Summer, LP, a Delaware limited partnership (the “Partnership”), the individual named on Annex A hereto (the “Rollover Investor”) and The Edelman Financial Center, Inc., a Virginia corporation wholly-owned by the Rollover Investor (“EFC Inc.”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed thereto in the Merger Agreement (as defined below).
April 16, 2012 The Edelman Financial Group Inc. 600 Travis, Suite 5800 Houston, Texas 77002 Gentlemen:Merger Agreement • May 17th, 2012 • Edelman Financial Group Inc. • Investment advice • Delaware
Reference is made to (i) the Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and among The Edelman Financial Group Inc., a Texas corporation (the “Company”), Summer Holdings II, Inc., a Delaware corporation (“Parent”), Summer Merger Sub, Inc., a Texas Corporation (“Merger Sub”) and (ii) the Limited Liability Company Agreement of The Edelman Financial Center, LLC, a Delaware limited liability company (“EFC”), dated as of May 10, 2005, as amended by the Letter Agreement dated as of January 1, 2009 and the Letter Agreement dated as of December 22, 2009 (as so amended, the “Agreement”). Capitalized terms used herein and not defined shall have the meanings specified in the LLC Agreement.
FIRST AMENDMENT TO AGREEMENTFirst Amendment to Agreement • December 11th, 2009 • Sanders Morris Harris Group Inc • Investment advice • New York
This First Amendment to Agreement (the "Amendment"), dated as of December 8, 2009, by and between Sanders Morris Harris Group Inc. (the "Company"), and Fletcher International, Ltd. (together with its successors, the "Purchaser").
GEOQUEST CENTER HOUSTON, TEXAS OFFICE LEASE AGREEMENTOffice Lease Agreement • April 1st, 1999 • Pinnacle Global Group Inc • Finance services • Texas
CREDIT AGREEMENT between SANDERS MORRIS HARRIS GROUP INC., as Borrower and PROSPERITY BANK, as Lender Dated as of May 11, 2009Credit Agreement • August 10th, 2009 • Sanders Morris Harris Group Inc • Investment advice • Texas
CREDIT AGREEMENT, dated as of May 11, 2009, between SANDERS MORRIS HARRIS GROUP INC., a Texas corporation (the "Borrower") and PROSPERITY BANK, as lender (the "Lender").
CREDIT AGREEMENTCredit Agreement • August 9th, 2005 • Sanders Morris Harris Group Inc • Finance services • Texas
This Credit Agreement (as amended, supplemented and restated, this “Agreement”) dated as of May 9, 2005 between SANDERS MORRIS HARRIS GROUP INC. (the “Borrower”), a Texas corporation, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (the “Lender”), a national banking association;
Amended and Restated Contribution Agreement By and Among Sanders Morris Harris Group Inc., SMH Capital Inc., Pan Asia China Commerce Corp., Fletcher International, Ltd., Madison Williams Capital LLC and Madison Williams and Company LLCContribution Agreement • November 12th, 2009 • Sanders Morris Harris Group Inc • Investment advice • Texas
This AMENDED AND RESTATED CONTRIBUTION AGREEMENT (“Agreement”), dated as of ________, 2009, is entered into by and among Sanders Morris Harris Group Inc., a Texas corporation (“SMHG”), SMH Capital Inc., a Texas corporation (the “Company”), and a wholly-owned subsidiary of SMHG, Pan Asia China Commerce Corp., a Delaware corporation (“PAC3”), Fletcher International, Ltd., a company domiciled in Bermuda (“Fletcher”), Madison Williams Capital LLC, a New York limited liability company formerly known as Siwanoy Capital, LLC (“Madison Williams”) and Madison Williams and Company LLC, a New York limited liability company formerly known as Siwanoy Securities, LLC (“New BD”), and a wholly-owned subsidiary of Madison Williams.
AGREEMENTPurchase Agreement • November 12th, 2009 • Sanders Morris Harris Group Inc • Investment advice • New York
Sanders Morris Harris Group Inc., a Texas corporation (together with its successors, the “Company”), for value received, hereby certifies that Fletcher International, Ltd., a company domiciled in Bermuda (together with its successors, “Fletcher”), or its registered assigns, the registered holder (the “Holder”), is entitled to purchase from the Company up to the Warrant Amount (as defined below), subject to the adjustments contained in this warrant certificate (this “Certificate”) or the Agreement between the Company and Fletcher dated as of November 8, 2009 (the “Agreement”), of duly authorized, validly issued, fully paid and nonassessable shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), of the Company at the then-prevailing Warrant Price (as defined below) at any time or from time to time during the Warrant Term (as defined below), all subject to the terms, conditions and adjustments set forth below in this Certificate and in the Agreement.
AGREEMENT AND FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 9th, 2007 • Sanders Morris Harris Group Inc • Investment advice
This Agreement and Fourth Amendment to Credit Agreement (this “Amendment”) dated as of May 7, 2007 between SANDERS MORRIS HARRIS GROUP INC. (the “Borrower”), a Texas corporation, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (the “Lender”), a national banking association;
