JOINT FILING AGREEMENTJoint Filing Agreement • February 11th, 2016 • Warburg Pincus Private Equity X, L.P. • Investment advice
This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
PUT/CALL LETTER AGREEMENTPut/Call Agreement • February 11th, 2016 • Warburg Pincus Private Equity X, L.P. • Investment advice • Delaware
As you know, Kansas City 727 Acquisition LLC, the parent company of The Mutual Fund Store, LLC (the “Employer”), Financial Engines, Inc. (“Purchaser”) and certain other parties are entering into an Agreement and Plan of Mergers, dated as of the date hereof (the “Merger Agreement”). The Merger Agreement contemplates that each of you and the Funds (as defined below) will receive in the Merger, among other things, certain shares of Purchaser Common Stock Merger (the “Merger Stock Consideration”). This letter agreement (this “Letter Agreement”), which is being entered into concurrently with the execution of the Merger Agreement, memorializes our agreement concerning our arrangements, entered into at your request, to provide you with the right to sell a portion of your Merger Stock Consideration to the Funds, and the Funds’ right to acquire certain of your Merger Stock Consideration.
