INDEMNIFICATION AGREEMENTIndemnification Agreement • June 29th, 2018 • Focus Financial Partners Inc. • Investment advice • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 2018 by and between Focus Financial Partners Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
Tax Receivable Agreement for Non-PE HoldersTax Receivable Agreement • June 29th, 2018 • Focus Financial Partners Inc. • Investment advice • New York
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of , is hereby entered into by and among Focus Financial Partners, Inc., a Delaware corporation (the “Corporate Taxpayer”), the TRA Holders and the Agent.
AMENDMENT NO. 4 TO FIRST LIEN CREDIT AGREEMENT dated as of June 29, 2018, among FOCUS FINANCIAL PARTNERS, LLC, as the Borrower, THE LENDERS PARTY HERETO, ROYAL BANK OF CANADA, as Term Administrative Agent, Collateral Agent and Fronting Bank and BANK...First Lien Credit Agreement • June 29th, 2018 • Focus Financial Partners Inc. • Investment advice • New York
WHEREAS, pursuant to the Securities Purchase Agreement, dated as of April 12, 2017 (the “Acquisition Agreement”), by and among the Borrower, the Investor and the equityholders’ representative named therein, the Investor and the other Initial Investors will directly or indirectly acquire certain newly issued and existing units of the Borrower as described in the Acquisition Agreement;
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • June 29th, 2018 • Focus Financial Partners Inc. • Investment advice • New York
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), entered into as of April 12, 2017, is made by and between FOCUS FINANCIAL PARTNERS, LLC., a Delaware limited liability company (the “Company”), having a principal place of business of 825 Third Avenue, 27th Floor, New York, New York 10022, and James Shanahan (“Executive”).
NOMINATION AGREEMENTNomination Agreement • June 29th, 2018 • Focus Financial Partners Inc. • Investment advice • Delaware
This NOMINATION AGREEMENT (this “Agreement”), dated as of , 2018, is entered into by and between Focus Financial Partners Inc., a Delaware corporation (the “Company”), and each of the stockholders of the Company whose name appears on the signature pages hereto (each a “Principal Stockholder,” and collectively, the “Principal Stockholders”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 29th, 2018 • Focus Financial Partners Inc. • Investment advice • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of [·], 2018, by and among Focus Financial Partners Inc., a Delaware corporation (the “Company”), Focus Financial Partners, LLC, a Delaware limited liability company (“Focus LLC”), the members of Focus LLC listed on the schedule of Members maintained by Focus LLC from time to time (the “Members”) and the stockholders of the Company listed on the signature page hereof (collectively, the “Stockholders”).
FOCUS FINANCIAL PARTNERS INC. (a Delaware corporation) [ ] Shares of Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 29th, 2018 • Focus Financial Partners Inc. • Investment advice • New York
This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.
FOURTH AMENDED AND RESTATED OPERATING AGREEMENT OF FOCUS FINANCIAL PARTNERS, LLC DATED AS OF , 2018Operating Agreement • June 29th, 2018 • Focus Financial Partners Inc. • Investment advice • Delaware
This FOURTH AMENDED AND RESTATED OPERATING AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) of FOCUS FINANCIAL PARTNERS, LLC, a Delaware limited liability company (the “Company”), is entered into as of , 2018, by the parties (the “Members”) listed on the schedule of Members maintained by the Company, including those who join this Agreement after such date (the “Members Schedule”) in accordance with the Delaware Limited Liability Company Act, 6 De. C., 18-101, et seq., as amended from time to time (the “Act”).
INCENTIVE UNIT AWARD AGREEMENTIncentive Unit Award Agreement • June 29th, 2018 • Focus Financial Partners Inc. • Investment advice • Delaware
INCENTIVE UNIT AWARD AGREEMENT (this “Agreement”) is executed this day of , 20 (the “Execution Date”), by and between Focus Financial Partners, LLC, a Delaware limited liability company (the “Company”), and (the “Unit Holder”), to become effective (the “Effective Date”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Third Amended and Restated Operating Agreement of the Company, dated as of July 3, 2017 (as amended and/or restated and in effect from time to time, the “Operating Agreement”) or as applicable, in the Restricted Incentive Unit Plan of the Company (as amended and/or restated and in effect from time to time, the “Plan”).
ContractCommon Unit Agreement • June 29th, 2018 • Focus Financial Partners Inc. • Investment advice • Delaware
This COMMON UNIT AGREEMENT (this “Agreement”) made as of this day of , (the “Effective Date”), by and between Focus Financial Partners, LLC, a Delaware limited liability company (the “Company”), and (the “Unit Holder”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Third Amended and Restated Operating Agreement of the Company, dated as of July 3, 2017 (as amended and/or restated and in effect from time to time, the “Operating Agreement”).
