Sanders Morris Harris Group Inc Sample Contracts

LEASE AGREEMENT BETWEEN
Lease Agreement • March 29th, 2000 • Pinnacle Global Group Inc • Finance services • Texas
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EXHIBIT 10.1
Employment Agreement • July 14th, 2000 • Pinnacle Global Group Inc • Finance services
EXHIBIT 10.2
Registration Rights Agreement • July 14th, 2000 • Pinnacle Global Group Inc • Finance services • Texas
EXHIBIT 2.1
Merger Agreement • July 14th, 2000 • Pinnacle Global Group Inc • Finance services • Texas
WITNESSETH
Lease Agreement • May 15th, 2000 • Pinnacle Global Group Inc • Finance services • Texas
EXHIBIT 2.1
Asset Purchase Agreement • July 24th, 2000 • Pinnacle Global Group Inc • Finance services • North Carolina
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, 2012
Agreement and Plan of Merger • 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”).

5,000,000 Shares Sanders Morris Harris Group Inc. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • September 14th, 2006 • Sanders Morris Harris Group Inc • Finance services • New York
EMPLOYMENT AGREEMENT
Employment 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 AGREEMENT
Management 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 AGREEMENT
Contribution 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 AGREEMENT
Voting 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”).

GEOQUEST CENTER HOUSTON, TEXAS OFFICE LEASE AGREEMENT
Lease Agreement • April 1st, 1999 • Pinnacle Global Group Inc • Finance services • Texas
Exhibit D Contribution Agreement (Ball) CONTRIBUTION AGREEMENT
Contribution 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, 2010
Credit 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").

As of January 1, 2009 Mr. Fredric M. Edelman Mr. Edward Moore Fairfax, Virginia 22033
Letter Agreement • January 30th, 2009 • Sanders Morris Harris Group Inc • Investment advice

Reference is made to (a) the Reorganization and Purchase Agreement dated as of May 10, 2005 (the “Purchase Agreement”), among Sanders Morris Harris Group Inc., a Texas corporation (“SMHG”), The Edelman Financial Center, Inc., a Virginia corporation (“EFC Inc”), The Edelman Financial Center, LLC, a Delaware limited liability company (“EFC LLC”), and Fredric M. Edelman (“Edelman”), pursuant to which SMHG agreed to purchase a member interest in EFC LLC from EFC Inc. and Edelman and (b) the Letter Loan Agreement and Letter Agreement each dated December 8, 2006 (the “EFA Agreements”), between SMHG and Edelman Financial Advisors, LLC, a Delaware limited liability company (formerly known as Edelman Personal Financial Advisors, LLC)(“EFA”), pursuant to which SMHG agreed to make certain loans to EFA and acquired 10 Units (10%) of member interest in EFA. Capitalized terms used herein shall have the meanings assigned to them in the Purchase Agreement and the EFA Agreements (as the context require

AMENDMENT NUMBER 3
Number 3 • 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").

CONTRIBUTION AGREEMENT
Contribution 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 AGREEMENT
Purchase 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 AGREEMENT
Agreement and Amendment • 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;

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Sanders Morris Harris Group Inc • August 10th, 2009 • 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 AGREEMENT
Contribution 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).

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SANDERS MORRIS HARRIS GROUP NONSTATUTORY STOCK OPTION Optionee: __________________
Nonstatutory Stock Option • March 16th, 2006 • Sanders Morris Harris Group Inc • Finance services • Texas
INNOVEST SYSTEMS, LLC ON-LINE SERVICES AGREEMENT
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 AGREEMENT
Contribution 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:
Sanders Morris Harris Group Inc • August 10th, 2009 • 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.

INDEMNIFICATION AGREEMENT
Indemnification 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”).

AGREEMENT AND SECOND AMENDMENT TO CREDIT AGREEMENT
Agreement and Second Amendment • 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 AGREEMENT
Contribution 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:
Edelman Financial Group Inc. • May 17th, 2012 • 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 AGREEMENT
First 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").

CREDIT AGREEMENT between SANDERS MORRIS HARRIS GROUP INC., as Borrower and PROSPERITY BANK, as Lender Dated as of May 11, 2009
Credit 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").

AMENDMENT NUMBER 4
Amendment Number 4 • November 9th, 2009 • Sanders Morris Harris Group Inc • Investment advice • Texas

THIS AMENDMENT NUMBER 4, dated as of September 30, 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"),

CREDIT AGREEMENT
Credit 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 LLC
Contribution 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.

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