SUBSCRIPTION AGREEMENT INSTITUTE FOR WEALTH HOLDINGS, INC. Two Galleria Tower 13455 Noel Road, Suite 100 Dallas, Texas 75240Subscription Agreement • December 22nd, 2017 • Institute for Wealth Holdings, Inc. • Investment advice • Delaware
This Subscription Agreement is one of a number of such subscriptions for the Offered Securities. By signing this Subscription Agreement, the Purchaser offers to purchase and subscribe from the Company the number of shares of Offered Securities set forth below on the terms specified herein. The Company reserves the right, in its complete discretion, to reject any subscription offer or to reduce the number of Offered Securities allotted to the Purchaser. If this offer is accepted, the Company will execute a copy of this Subscription Agreement and return it to the Purchaser.
PUT OPTION AGREEMENTPut Option Agreement • December 22nd, 2017 • Institute for Wealth Holdings, Inc. • Investment advice • Delaware
This Put Option Agreement (this “Agreement”), is made and entered as of December , 2017, by and between Institute for Wealth Holdings, Inc., a Delaware corporation (the “Company”) and the holder of shares of the Company’s Series D Convertible Preferred Stock, par value $0.001 per share (the “Series D Stock”) set forth on the signature page hereto (the “Stockholder”).
EXPENSE SHARING AGREEMENTExpense Sharing Agreement • December 22nd, 2017 • Institute for Wealth Holdings, Inc. • Investment advice
This agreement dated January 4, 2010, between Cherry Financial Partners, Ltd. (FP) and Cherry Investment Advisors, Ltd., (RIA) will enumerate the expense sharing arrangement between the two named parties as well as that of Cherry Agency, Ltd. (Agency).
] [Insert Date]Senior Secured Note • December 22nd, 2017 • Institute for Wealth Holdings, Inc. • Investment advice • Texas
FOR VALUE RECEIVED, the undersigned, Institute for Wealth Holdings, Inc., a Delaware corporation (“Maker”), hereby promises to pay to the order of [Payee Name] (“Payee”), at Payee’s address at [Payee Address], the principal amount of $[ ], together with interest on the unpaid principal balance, payable in accordance with the terms of this Note. This Note is executed and delivered pursuant to that certain Note Purchase Agreement, dated as of the date hereof, between Payee and Maker (the “Note Agreement”).
First Amendment To Put Call AgreementPut Call Agreement • February 8th, 2018 • Institute for Wealth Holdings, Inc. • Investment advice
This First Amendment (this “First Amendment”) to that certain Put Call Agreement by and among Institute for Wealth Management Holdings, Inc., a Delaware corporation (“IWMH”), Michael Dugan and Ann Dugan (Michael Dugan and Ann Dugan, collectively the “Shareholder”), Institute for Wealth Holdings, Inc. (formally known as Cherry, Inc.) (the “Company”), and Cherry Acquisition, Inc. (“Merger Sub”) is made and effective as of January 18, 2018 (the “First Amendment Effective Date”). Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER by and among CHERRY, INC. (Cherry) CHERRY ACQUISITION, INC. (Newco) and INSTITUTE FOR WEALTH MANAGEMENT HOLDINGS, INC. (IWM) Dated September 12, 2016Merger Agreement • December 22nd, 2017 • Institute for Wealth Holdings, Inc. • Investment advice • Delaware
This AGREEMENT AND PLAN OF MERGER, dated September 12, 2016 (the “Agreement”), by and among CHERRY, INC., a Delaware corporation (“Cherry”), CHERRY ACQUISITION, INC., a Delaware corporation and wholly owned subsidiary of Cherry (“Newco”), and INSTITUTE FOR WEALTH MANAGEMENT HOLDINGS, INC., a Delaware corporation (“IWM”).
September 12, 2016Release and Waiver of Compensation Claims • December 22nd, 2017 • Institute for Wealth Holdings, Inc. • Investment advice
Reference is hereby made to that certain Merger Agreement by and among the Institute for Wealth Management Holdings, Inc., Cherry, Inc. (the “Company”), and Cherry Acquisition, Inc. (the “Merger Agreement”); capitalized terms used but not defined herein are used as defined in the Merger Agreement. D.M. Rusty Moore (the “Employer”) is the President of the Company.
EMPLOYMENT AGREEMENTEmployment Agreement • December 22nd, 2017 • Institute for Wealth Holdings, Inc. • Investment advice • Texas
THIS AGREEMENT (“Agreement”) is made to be effective as of September 12, 2016, (“Effective Date”) between INSTITUTE FOR WEALTH HOLDINGS, INC., (formerly known as Cherry, Inc.) a Delaware corporation (“IWH”), Institute for Wealth Management, LLC, a Colorado limited liability company (the “Company”), and Matthew D. Medeiros (the “Employee”). IWH, the Company and the Employee are sometimes hereinafter referred to individually as a “Party” and together as “Parties.”
PUT CALL AGREEMENTPut Call Agreement • January 22nd, 2018 • Institute for Wealth Holdings, Inc. • Investment advice • Colorado
This PUT CALL AGREEMENT (the “Agreement”), dated January 11, 2017 (the “Effective Date”), is entered into by and among Institute For Wealth Management Holdings, Inc., a Delaware corporation (“IWH”), Michael Dugan and Ann Dugan (Michael Dugan and Ann Dugan, collectively the “Shareholder”), Cherry, Inc., a Delaware corporation (“Cherry”) and Cherry Acquisition, Inc., a Delaware corporation (“Merger Sub”).
September 12, 2016Release and Waiver of Compensation Claims • December 22nd, 2017 • Institute for Wealth Holdings, Inc. • Investment advice • Colorado
Reference is hereby made to that certain Merger Agreement by and among the Institute for Wealth Management Holdings, Inc. (the “Company”), Cherry, Inc. (“Cherry”) and Cherry Acquisition, Inc. (the “Merger Agreement”); capitalized terms used but not defined herein are used as defined in the Merger Agreement. In connection with the Merger Agreement, Matthew D. Medeiros (“Employee”), a current employee of the Company (the “Company”), has been offered continued employment with the Company and employment with Cherry and is contemplating entering into that certain employment agreement by and among Employee, Cherry and the Company.
EMPLOYMENT AGREEMENTEmployment Agreement • December 22nd, 2017 • Institute for Wealth Holdings, Inc. • Investment advice • Texas
THIS AGREEMENT (“Agreement”) is made to be effective on September 23, 2008, (“Effective Date”) between CHERRY, INC., a Delaware corporation (the “Company”), and D. M. Rusty Moore, Jr. (the “Employee”). The Company and the Employee are sometimes hereinafter referred to individually as a “Party” and together as “Parties.”
