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).
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).
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).
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.
LIMITED GUARANTEELimited Guarantee • May 17th, 2012 • Edelman Financial Group Inc. • Investment advice • Delaware
The Guaranteed Party, Summer Holdings II, Inc., a Delaware corporation (“Parent”), and Summer Merger Sub, Inc., a Texas corporation (“Merger Sub”), are entering into an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), and the Company has conditioned its execution of the Merger Agreement upon Guarantors’ execution and delivery of this Limited Guarantee. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • May 17th, 2012 • Edelman Financial Group Inc. • Investment advice • Virginia
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of April 16, 2012, by and among The Edelman Financial Center, LLC (the “Employer”), Fredric M. Edelman (“Employee”) and Lee Summer LP, a Delaware limited partnership and owner of Summer Holdings II, Inc. (“Holdco”).
Project Summer Sale of Interests by SMH SPEADV LLC in Retiring Partner Agreement Commitment LetterCommitment Letter • May 17th, 2012 • Edelman Financial Group Inc. • Investment advice • Delaware
You have advised Fortress Credit Corp. on behalf of one or more of its funds and/or affiliates (“Fortress”, “we” or “us”) that Lee Equity Partners, LLC and its affiliates and associated funds (collectively, the “Sponsor”) and certain other investors, intends to acquire (the “Acquisition”) The Edelman Financial Group Inc., a Texas corporation (the “Company”). In connection therewith, pursuant to the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), among the Company, Summer Holdings II, Inc., a Delaware corporation (“Parent” or “you”), and Summer Merger Sub, Inc., a Texas corporation (“MergerSub”), MergerSub will be merged with and into the Company (the “Merger”) in accordance with the terms thereof and after giving effect to the Merger, the Sponsor will directly or indirectly control the Company.
The Edelman Financial Group Inc. 600 Travis, Suite 5800 Houston, Texas 77002 April 12, 1012Company Agreement • May 17th, 2012 • Edelman Financial Group Inc. • Investment advice
Reference is hereby made to (a) the Amended and Restated Company Agreement of Global Financial Advisors dated as of December 31, 2010 (the “GFS BD LLC Agreement”), among Robert C.A. Benjamin, Gerardo A. Chapa, and Ricardo Perusquia, each a resident of the State of Texas (the “Non-TEFG Members”), and The Edelman Financial Group Inc., a Texas corporation (formerly known as Sanders Morris Harris Group Inc.) (“TEFG”), (b) the Amended and Restated Company Agreement of GFS Advisors, LLC dated as of December 31, 2010 (the “GFS IA LLC Agreement” and together with the GFS BF LLC Agreement, the “LLC Agreements”), among the Non-TEFG Members and TEFG, and (c) the Employment Agreements dated as of January 1, 2011 (individually, an “Employment Agreement” and collectively, the “Employment Agreements”), among Global Financial Services, L.L.C., a Texas limited liability company (“GFS BD”), GFS Advisors, LLC, a Texas limited liability company (“GFS IA” and together with GFS BD, individually, a “Company”
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 16, 2012 by and between Lee Summer, LP, a Delaware limited partnership (the “Partnership”) and Fredric M. Edelman (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”).
