MANNING & NAPIER, INC. (a Delaware corporation) 12,500,000 Shares of Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 7th, 2011 • Manning & Napier, Inc. • Investment advice • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 26th, 2011 • Manning & Napier, Inc. • Investment advice • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of by and between Manning & Napier, Inc., a Delaware corporation (the “Company”), and the undersigned individual (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER among CALLODINE MIDCO, INC. CALLODINE MERGER SUB, LLC CALLODINE MERGER SUB, INC. MANNING & NAPIER, INC. and MANNING & NAPIER GROUP, LLC Dated as of March 31, 2022Merger Agreement • April 1st, 2022 • Manning & Napier, Inc. • Investment advice • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 31, 2022, among Callodine Midco, Inc., a Delaware corporation (“Parent”), Callodine Merger Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent, (“Corp Merger Sub”), Callodine Merger Sub, LLC, a Delaware limited liability company and a wholly-owned Subsidiary of Corp Merger Sub (“LLC Merger Sub” and together with Corp Merger Sub, the “Merger Subs”), Manning & Napier, Inc., a Delaware corporation (the “Company”) and Manning & Napier Group, LLC a Delaware limited liability company (“Group LLC”).
REDEMPTION AGREEMENTRedemption Agreement • August 14th, 2020 • Manning & Napier, Inc. • Investment advice • New York
REDEMPTION AGREEMENT (this “Agreement”), dated as of the 11th day of May, 2020, by and between M&N Group Holdings, LLC, a Delaware limited liability company having an address at 290 Woodcliff Drive, Fairport, New York 14450 (“Group Holdings”), and Manning & Napier Associates, L.L.C., a New York LLC with an address at 370 Woodcliff Drive, Fairport, New York 14450 (the “Company”).
REDEMPTION AGREEMENTRedemption Agreement • May 15th, 2020 • Manning & Napier, Inc. • Investment advice • New York
REDEMPTION AGREEMENT (this “Agreement”), dated as of the 11th day of May, 2020, by and between Manning & Napier Capital Company, LLC, a New York limited liability company having an address at 290 Woodcliff Drive, Fairport, New York 14450 (“MNCC”), and Manning & Napier Group, LLC, a Delaware limited liability company having an address at 290 Woodcliff Drive, Fairport, New York 14450 (the “Group”).
ROLLOVER AGREEMENTRollover Agreement • October 24th, 2022 • Manning & Napier, Inc. • Investment advice • Delaware
THIS ROLLOVER AGREEMENT (this “Agreement”) is made and effective as of October 20 , 2022 by and between Callodine MN Holdings, Inc., a Delaware corporation (“TopCo”), and the undersigned individual designated as “Rollover Holder” on the signature page attached hereto (“Rollover Holder”). Unless otherwise set forth herein, capitalized terms used herein shall have the meanings assigned to such terms in the Merger Agreement (as defined below).
MANNING & NAPIER, INC.Restricted Stock Award Agreement • March 17th, 2021 • Manning & Napier, Inc. • Investment advice • New York
AGREEMENT, dated as of the date set forth in your Notice of Grant, between Manning & Napier, Inc., a Delaware corporation (the “Company”), Manning & Napier Group, LLC, a Delaware limited liability company (“MN Group”), and the individual (the “Participant”) identified in the notice of restricted stock unit award grant ( the “Notice of Grant”) delivered to Participant.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT MANNING & NAPIER GROUP, LLC (A Delaware Limited Liability Company) Effective October 1, 2011Limited Liability Company Agreement • March 28th, 2012 • Manning & Napier, Inc. • Investment advice • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of MANNING & NAPIER GROUP, LLC, a Delaware limited liability company (the “Company”), effective as of October 1, 2011 (the “Effective Date”), is adopted, executed and agreed to by and among the signatories hereto and shall be binding on all of the Members (as defined below).
PURCHASE AGREEMENTPurchase Agreement • March 28th, 2012 • Manning & Napier, Inc. • Investment advice • New York
This PURCHASE AGREEMENT (this “Agreement”) is made this 23rd day of November, 2011, by and between Manning & Napier, Inc., a Delaware corporation (the “Company”), and Manning & Napier Group, LLC, a Delaware limited liability company (“Manning & Napier Group”).
EXCHANGE AGREEMENTExchange Agreement • March 28th, 2012 • Manning & Napier, Inc. • Investment advice • New York
This EXCHANGE AGREEMENT (this “Agreement”) is made and entered as of the 23rd day of November, 2011, by and among Manning & Napier, Inc., a Delaware corporation (the “Company”), M&N Group Holdings, LLC, a Delaware limited liability company (“M&N Group Holdings”), Manning & Napier Capital Company, LLC (“MNCC”) and any other holder of Units (as defined below) of Manning & Napier Group, LLC, a Delaware limited liability company (“Manning & Napier Group”), from time to time that are party hereto (together with M&N Group Holdings and MNCC, “Holders” and each, “Holder”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 28th, 2012 • Manning & Napier, Inc. • Investment advice • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 23, 2011, by and among Manning & Napier, Inc., a Delaware corporation (“M&N”), and each of the holders of the Class A Units (the “Class A Units”) and the Class B Units (the “Class B Units” and, collectively with the Class A Units, the “Units”) of Manning & Napier Group, LLC, a Delaware limited liability company (“MN Group”), listed on the signature pages to this Agreement or to the Additional Party Signature Page in the form attached hereto as Annex A (the “Holders”).
AMENDED AND RESTATED OPERATING AGREEMENT Amended and restated as of , 2011 Manning & Napier Capital Company, L.L.C.Operating Agreement • November 7th, 2011 • Manning & Napier, Inc. • Investment advice
AMENDED AND RESTATED OPERATING AGREEMENT (this “Operating Agreement”) of Manning & Napier Capital Company, L.L.C. (“MNCC”), as amended and restated as of , 2011 by and among the parties who execute this Agreement.
PURCHASE AGREEMENTPurchase Agreement • March 28th, 2012 • Manning & Napier, Inc. • Investment advice • New York
This PURCHASE AGREEMENT (this “Agreement”) is made this 23rd day of November, 2011, by and between Manning & Napier, Inc., a Delaware corporation (the “Company”), and M&N Group Holdings, LLC, a Delaware limited liability company (“M&N Holdings”).
REDEMPTION AGREEMENTRedemption Agreement • April 1st, 2014 • Manning & Napier, Inc. • Investment advice • New York
REDEMPTION AGREEMENT (this “Agreement”), dated as of the 31st day of March, 2014, by and between M&N Group Holdings, LLC, a Delaware limited liability company having an address at 290 Woodcliff Drive, Fairport, New York 14450 (“Group Holdings”), and Manning & Napier Group, LLC, a Delaware limited liability company having an address at 290 Woodcliff Drive, Fairport, New York 14450 (the “Group”).
FORM OF AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholder Agreement • September 26th, 2011 • Manning & Napier, Inc. • Investment advice • New York
AMENDED AND RESTATED SHAREHOLDERS AGREEMENT dated as of , 2011, among Manning & Napier Advisors, Inc. (the “Company”) and those Persons who are individuals and whose signatures are attached hereto. Each such individual, other than William Manning (“Manning”), for so long as they own their Shares, is hereinafter referred to as an “Employee” and collectively as the “Employees”. The Employees and Manning for so long as they own Shares are hereinafter referred to collectively as the “Shareholders” and individually as a “Shareholder.”
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • June 2nd, 2022 • Manning & Napier, Inc. • Investment advice • New York
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of March 31, 2022 (the “Execution Date”), by and between Callodine MidCo, Inc. (“MidCo,” together with its successors and assigns, the “Company”), and Marc Mayer (the “Executive”).
TAX RECEIVABLE AGREEMENT dated as of November 23, 2011Tax Receivable Agreement • March 28th, 2012 • Manning & Napier, Inc. • Investment advice • New York
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of November 23, 2011, is hereby entered into by and among Manning & Napier, Inc., a Delaware corporation (the “Corporation”), Manning & Napier Group, LLC, a Delaware limited liability company (“MNG”), Manning & Napier Capital Company, LLC and each of the other undersigned parties hereto identified as “Members.”
SHARE REDEMPTION AND EXCHANGE AGREEMENTShare Redemption and Exchange Agreement • July 6th, 2021 • Manning & Napier, Inc. • Investment advice • New York
THIS SHARE REDEMPTION AND EXCHANGE AGREEMENT (“Agreement”) is made and entered into as of this 30th day of June, 2021, by and among Manning & Napier, Inc., a Delaware corporation (the “Company”), Manning & Napier Group, LLC, a Delaware limited liability company (“Manning & Napier Group”) and M&N Group Holdings, LLC, a Delaware limited liability company (“Group Holdings” or the “Holder”).
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • May 10th, 2022 • Manning & Napier, Inc. • Investment advice • Delaware
THIS STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”) is entered into as of March 31, 2022, by and among Callodine MidCo, Inc., a Delaware corporation (“Parent”) and the holder of Common Stock (as defined below) identified on the signature page hereto (“Stockholder”).
DAILY ADJUSTING LIBOR REVOLVING LINE NOTE New YorkDaily Adjusting Libor Revolving Line Note • February 13th, 2013 • Manning & Napier, Inc. • Investment advice • New York
MANNING & NAPIER 2018 LONG-TERM INCENTIVE PLAN LTIP AWARD AGREEMENTLtip Award Agreement • March 15th, 2022 • Manning & Napier, Inc. • Investment advice • New York
AGREEMENT, dated as of the date set forth in your Notice of Grant, between Manning & Napier, Inc., a Delaware corporation (the “Company”), Manning & Napier Advisors, LLC, a Delaware limited liability company (“MN Advisors”), and the individual (the “Participant”) identified in the notice of LTIP award grant ( the “Notice of Grant”) delivered to the Participant.
MANNING & NAPIER, INC. 2011 EQUITY COMPENSATION PLAN STOCK OPTION AGREEMENTStock Option Agreement • March 27th, 2019 • Manning & Napier, Inc. • Investment advice • New York
STOCK OPTION AGREEMENT (this “Agreement”), dated as of January 30, 2019, by and between Manning & Napier, Inc., a Delaware corporation (the “Company”), and Marc Mayer (the “Participant”).
AMENDED AND RESTATED OPERATING AGREEMENT Amended and restated as of November 23, 2011 Manning & Napier Capital Company, L.L.C.Operating Agreement • March 28th, 2012 • Manning & Napier, Inc. • Investment advice
AMENDED AND RESTATED OPERATING AGREEMENT (this “Operating Agreement”) of Manning & Napier Capital Company, L.L.C. (“MNCC”), as amended and restated as of November 23, 2011 by and among the parties who execute this Agreement.
MANNING & NAPIER, INC. 2011 EQUITY COMPENSATION PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • March 27th, 2019 • Manning & Napier, Inc. • Investment advice • New York
RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of January 30, 2019, by and between Manning & Napier, Inc., a Delaware corporation (the “Company”), and Marc Mayer (the “Participant”).
AGREEMENTNon-Disclosure and Non-Competition Agreement • September 26th, 2011 • Manning & Napier, Inc. • Investment advice • New York
In the course of developing its investment advisory business, Manning & Napier has developed forms of organization, procedures, computer software, investment strategies, screens and pricing disciplines, and other aspects of its business (collectively referred to as “procedures”) which it considers, and I acknowledge, to be proprietary and/or distinctive within the investment advisory business. Many of these procedures have been created and refined over a period of many years, at considerable cost, and in some cases may not change for a period of many years. Manning & Napier seeks to protect its distinctive and proprietary procedures from competitors by obtaining from me herein various noncompetition and nondisclosure agreements, which I acknowledge are reasonably necessary for the protection of Manning & Napier’s interests. Therefore, in consideration of my employment according to the guidelines described in Exhibits II and III, and the knowledge and confidential relationships, informa
SECOND AMENDMENT TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MANNING & NAPIER GROUP, LLC (A Delaware Limited Liability Company)Limited Liability Company Agreement • May 15th, 2020 • Manning & Napier, Inc. • Investment advice • Delaware
This Second Amendment (this "Amendment") to the Amended and Restated Limited Liability Company Agreement of Manning & Napier Group, LLC, a Delaware limited liability company (the "Company"), is entered into as of March 3, 2020 (the "Effective Date"), by and among the undersigned Members of the Company.
AMENDED AND RESTATED SHAREHOLDERS AGREEMENT OF M&N ALTERNATIVE OPPORTUNITIES, INC. Dated November 23, 2011Shareholder Agreement • March 28th, 2012 • Manning & Napier, Inc. • Investment advice • New York
This AMENDED AND RESTATED SHAREHOLDERS AGREEMENT dated as of November 23, 2011, among M&N Alternative Opportunities, Inc., (the “Company”) and those Persons who are individuals and whose signatures are attached hereto. Each such individual, other than William Manning (“Manning”), for so long as they own their Shares, is hereinafter referred to as an “Employee” and collectively as the “Employees”. The Employees and Manning for so long as they own Shares are hereinafter referred to collectively as the “Shareholders” and individually as a “Shareholder.”
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 10th, 2016 • Manning & Napier, Inc. • Investment advice • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of April 29, 2016 (this “First Amendment”), is made among MANNING & NAPIER GROUP, LLC, a Delaware limited liability company (“Group”), MANNING & NAPIER ADVISORS, LLC, a Delaware limited liability company (“Advisors,” and collectively with Group, the “Borrowers”), MANNING & NAPIER, INC., a Delaware corporation and managing member of Group (the “Managing Member”), the Lenders (as hereinafter defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders, and MANUFACTURERS AND TRADERS TRUST COMPANY, as Syndication Agent for the Lenders.
MANNING & NAPIER, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • April 16th, 2013 • Manning & Napier, Inc. • Investment advice • New York
AGREEMENT, dated as of the date set forth in your Notice of Grant, between Manning & Napier, Inc., a Delaware corporation (the “Company”), Manning & Napier Group, LLC, a Delaware limited liability company (“MN Group”), and the individual (the “Participant”) identified in the notice of restricted stock unit award grant ( the “Notice of Grant”) delivered to Participant.
FORM OF JOINDERTax Receivable Agreement • March 15th, 2022 • Manning & Napier, Inc. • Investment advice • New York
This JOINDER (this “Joinder”) to the Tax Receivable Agreement (as defined below), dated as of November 23, 2011, by and among Manning & Napier, Inc, a Delaware corporation (the “Corporation”), Manning & Napier Group, LLC, a Delaware limited liability company (“MNG”), M & N Group Holdings, LLC or Manning & Napier Capital Company, LLC, a Delaware limited liability company (the “Transferor”)], and [ ] (“Permitted Transferee”).
THIRD AMENDMENT TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF M&N GROUP HOLDINGS, LLC (A Delaware Limited Liability Company)Limited Liability Company Agreement • May 15th, 2020 • Manning & Napier, Inc. • Investment advice • Delaware
This Third Amendment (this "Amendment") to the Amended and Restated Limited Liability Company Agreement of M&N Group Holdings, LLC, a Delaware limited liability company (the "Company"), is entered into as of March 3, 2020 (the "Effective Date"), by and among the undersigned Members of the Company.
AMENDMENT TO AMENDED AND RESTATED SHAREHOLDER AGREEMENT OF MNA ADVISORS, INC. A New York CorporationShareholder Agreement • March 16th, 2015 • Manning & Napier, Inc. • Investment advice • New York
This Second Amendment (this “Amendment”) to the Amended and Restated Shareholder Agreement of MNA Advisors, Inc., a New York corporation (the “Company”), is entered into as of December 1, 2013 (the “Effective Date”), by and among the undersigned Shareholders of the Company.
AMENDED AND RESTATED SHAREHOLDERS AGREEMENT OF M&N ADVISORY ADVANTAGE CORPORATION Dated November 23, 2011Shareholder Agreement • March 28th, 2012 • Manning & Napier, Inc. • Investment advice • New York
This AMENDED AND RESTATED SHAREHOLDERS AGREEMENT dated as of November 23, 2011, among M&N Advisory Advantage Corporation, (the “Company”) and those Persons who are individuals and whose signatures are attached hereto. Each such individual, other than William Manning (“Manning”), for so long as they own their Shares, is hereinafter referred to as an “Employee” and collectively as the “Employees”. The Employees and Manning for so long as they own Shares are hereinafter referred to collectively as the “Shareholders” and individually as a “Shareholder.”
MANNING & NAPIER GROUP, LLC AWARD AGREEMENTAward Agreement • September 26th, 2011 • Manning & Napier, Inc. • Investment advice • New York
Reference is made to the Manning & Napier, Inc. 2011 Equity Compensation Plan (as amended from time to time, the “Plan”). Pursuant to the terms of the Plan, Manning & Napier Group, LLC, a Delaware limited liability company (“MN Group”) has granted to you as additional incentive compensation in connection with your services to MN Group or any of its Affiliates, the number of Class [A/B] Units of MN Group (the “Units”) set forth above (the “Grant”). Terms defined in the Plan and not otherwise defined in this agreement (“Agreement”) are used herein as therein defined. The terms and conditions of the Grant are set out below.
AMENDED AND RESTATED SHAREHOLDERS AGREEMENT OF MNA ADVISORS, INC. Dated November 23, 2011Shareholder Agreement • March 28th, 2012 • Manning & Napier, Inc. • Investment advice • New York
THIS AMENDED AND RESTATED SHAREHOLDERS AGREEMENT dated as of November 23, 2011, among MNA Advisors, Inc. (the “Company”) and those Persons who are individuals and whose signatures are attached hereto. Each such individual, other than William Manning (“Manning”), for so long as they own their Shares, is hereinafter referred to as an “Employee” and collectively as the “Employees”. The Employees and Manning for so long as they own Shares are hereinafter referred to collectively as the “Shareholders” and individually as a “Shareholder.”
