Exchange Agreement Dated as of [_______], 2021Exchange Agreement • January 28th, 2022 • Dynasty Financial Partners Inc. • Investment advice • Delaware
This EXCHANGE AGREEMENT (this “Agreement”), dated as of [●], 202[●], is entered into by and among Dynasty Financial Partners Inc., a Delaware corporation (“PubCo”), Dynasty Financial Partners, LLC, a Delaware limited liability company (“OpCo”), Dynasty Financial Management, LLC, a Delaware limited liability company (“DM”), and the Unitholders (as defined herein).
DYNASTY FINANCIAL PARTNERS INC. REGISTRATION RIGHTS AGREEMENT Dated [●], 2021Registration Rights Agreement • January 28th, 2022 • Dynasty Financial Partners Inc. • Investment advice • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of [●], by and among Dynasty Financial Partners Inc., a Delaware corporation (the “Company”), Dynasty Financial Partners, LLC, a Delaware limited liability company (“Dynasty Financial Partners”), Dynasty Financial Management, LLC (“DM”), the members of DM listed on the schedule of members maintained by Dynasty Financial Partners from time to time (the “Members”) and the stockholders of the Company listed on the signature page hereof (collectively, the “Stockholders”).
VOTING AGREEMENTVoting Agreement • January 28th, 2022 • Dynasty Financial Partners Inc. • Investment advice
This Voting Agreement (the “Agreement”) is made and entered into as of [●], 2022, by and between GF-Dynasty Holdings, LLC, a Delaware limited liability company (“GF”) and Shirl Penney (“SP” and together with GF, the “Stockholders” and each, a “Stockholder”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to those terms in that certain Stockholder Agreement, dated as of the date hereof (the “Stockholder Agreement”).
DYNASTY FINANCIAL PARTNERS, INC.Incentive Stock Option Award Agreement • January 28th, 2022 • Dynasty Financial Partners Inc. • Investment advice
This Incentive Stock Option Award Agreement (this “Award Agreement”) evidences an award of incentive stock options (“Options”) by Dynasty Financial Partners, Inc., a Delaware corporation (“Dynasty” and together with any Subsidiary, and any successor entity thereto, the “Company”) under the Dynasty Financial Partners, Inc. 2022 Omnibus Incentive Compensation Plan (the “Plan”). Capitalized terms not defined in this Award Agreement have the meanings given to them in the Plan.
TAX RECEIVABLE AGREEMENT BY AND AMONG Dynasty Financial Partners Inc., Dynasty Financial Partners, LLC AND The TRA Parties DATED AS OF [●], 202[●]Tax Receivable Agreement • January 28th, 2022 • Dynasty Financial Partners Inc. • Investment advice • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [●], 20[●], is entered into by and among Dynasty Financial Partners Inc., a Delaware corporation (“PubCo”), Dynasty Financial Partners, LLC, a Delaware limited liability company (“OpCo”), and each of the other undersigned parties (such other parties, along with each other party that from time to time executes a joinder agreement with respect to this Agreement, collectively, the “TRA Parties”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 28th, 2022 • Dynasty Financial Partners Inc. • Investment advice • Delaware
This INDEMNIFICATION AGREEMENT is made this ___ day of ___________, 2021 (“Agreement”), by and between Dynasty Financial Partners Inc., a Delaware corporation (the “Company”) and _______________ (“Indemnitee”).
FORM OF EXPENSE REIMBURSEMENT AGREEMENTExpense Reimbursement Agreement • January 28th, 2022 • Dynasty Financial Partners Inc. • Investment advice • Delaware
This Expense Reimbursement Agreement (this “Agreement”) is entered into as of [●], 2022 by and between Dynasty Financial Partners, LLC, a Delaware limited liability company (including any successor, the “Operating Company”) and Dynasty Financial Partners Inc., a Delaware corporation (including any successor, the “Corporation”). Certain capitalized terms used in this Agreement are defined in Section 3.
AGREEMENT AND PLAN OF MERGERMerger Agreement • January 28th, 2022 • Dynasty Financial Partners Inc. • Investment advice • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of [●], 2022, by and among Dynasty Financial Partners, LLC, a Delaware limited liability company (“Operating LLC”), Dynasty Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”), Dynasty Financial Management, LLC, a Delaware limited liability company (“DM”) and Dynasty Financial Partners Inc., a Delaware corporation (“PubCo” and, together with Operating LLC, Merger Sub and DM, the “Parties”).
THIRD AMENDED AND RESTATED OPERATING AGREEMENT OF DYNASTY FINANCIAL PARTNERS, LLC Dated as of February [●], 2022Operating Agreement • January 28th, 2022 • Dynasty Financial Partners Inc. • Investment advice • Delaware
This Third Amended and Restated Operating Agreement (this “Agreement”) of Dynasty Financial Partners, LLC (“DFP”), a limited liability company organized under the laws of the State of Delaware, is effective as of the Restructuring Effective Time (defined below) and is entered into by and among Dynasty Financial Management, LLC (“DM”) and Dynasty Financial Partners Inc. (“PubCo”), as members (individually, a “Member” and collectively, the “Members”).
DYNASTY FINANCIAL PARTNERS, INC.Restricted Stock Unit Award Agreement • January 28th, 2022 • Dynasty Financial Partners Inc. • Investment advice
This Restricted Stock Unit Award Agreement (this “Award Agreement”) evidences an award of restricted stock units (“RSUs”) by Dynasty Financial Partners, Inc., a Delaware corporation (“Dynasty” and together with any Subsidiary, and any successor entity thereto, the “Company”) under the Dynasty Financial Partners, Inc. 2022 Omnibus Incentive Compensation Plan (the “Plan”). Capitalized terms not defined in this Award Agreement have the meanings given to them in the Plan.
DYNASTY FINANCIAL PARTNERS, INC.Nonqualified Stock Option Award Agreement • January 28th, 2022 • Dynasty Financial Partners Inc. • Investment advice
This Nonqualified Stock Option Award Agreement (this “Award Agreement”) evidences an award of nonqualified stock options (“Options”) by Dynasty Financial Partners, Inc., a Delaware corporation (“Dynasty” and together with any Subsidiary, and any successor entity thereto, the “Company”) under the Dynasty Financial Partners, Inc. 2022 Omnibus Incentive Compensation Plan (the “Plan”). Capitalized terms not defined in this Award Agreement have the meanings given to them in the Plan.
Dynasty Financial Partners Inc. Class A Common Stock Underwriting AgreementUnderwriting Agreement • January 28th, 2022 • Dynasty Financial Partners Inc. • Investment advice • New York
Dynasty Financial Partners Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are acting as Representatives, an aggregate of [·] shares of Class A common stock, par value $0.01 per share, of the Company (the “Firm Shares”), and, at the election of the Underwriters, up to [·] additional shares of Class A common stock, par value $0.01 per share, of the Company (the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.”
STOCKHOLDER AGREEMENT by and among GF-DYNASTY HOLDINGS, LLC, DYNASTY FINANCIAL PARTNERS INC., and, solely for the purposes set forth herein, PRINCIPAL STOCKHOLDER named herein DATED AS OF [●], 2022Shareholder Agreement • January 28th, 2022 • Dynasty Financial Partners Inc. • Investment advice • Delaware
DYNASTY FINANCIAL PARTNERS, INC.Restricted Shares Award Agreement • January 28th, 2022 • Dynasty Financial Partners Inc. • Investment advice
This Restricted Shares Award Agreement (this “Award Agreement”) evidences an award of restricted shares (“Restricted Shares”) by Dynasty Financial Partners, Inc., a Delaware corporation (“Dynasty” and together with any Subsidiary, and any successor entity thereto, the “Company”) under the Dynasty Financial Partners, Inc. 2022 Omnibus Incentive Compensation Plan (the “Plan”). Capitalized terms not defined in this Award Agreement have the meanings given to them in the Plan.
