LIMITED GUARANTEELimited Guarantee • April 25th, 2023 • Focus Financial Partners Inc. • Investment advice • Delaware
This Limited Guarantee, dated as of February 27, 2023 (this “Limited Guarantee”), by Trident IX, L.P., Trident IX Parallel Fund, L.P. and Trident IX Professionals Fund, L.P. (each, a “Guarantor” and, collectively, the “Guarantors”), is in favor of Focus Financial Partners Inc., a Delaware corporation (the “Guaranteed Party”). Capitalized terms used herein but not defined shall have the meanings given thereto in the Merger Agreement (as defined below).
Commitment Letter (the “Commitment Letter”)Commitment Letter • April 25th, 2023 • Focus Financial Partners Inc. • Investment advice
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as the same may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Ferdinand FFP Acquisition, LLC, a Delaware limited liability company (“Parent”), Ferdinand FFP Merger Sub 1, Inc., a Delaware corporation (“Company Merger Sub”), Ferdinand FFP Merger Sub 2, LLC, a Delaware limited liability company (“LLC Merger Sub”), and Focus Financial Partners Inc., a Delaware corporation (the “Company”), pursuant to which Company Merger Sub will be merged with and into the Company (the “Company Merger”) and the Company will continue as the surviving corporation of the Company Merger and LLC Merger Sub will be merged with and into Focus LLC the (“LLC Merger”) and Focus LLC will continue as the surviving limited liability company of the LLC Merger. This letter is being delivered to Parent to induce the Company to enter into the Merger Agreement. Capitalized terms use
Commitment Letter (the “Commitment Letter”)Commitment Letter • April 25th, 2023 • Focus Financial Partners Inc. • Investment advice
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as the same may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among, Ferdinand FFP Acquisition, LLC, a Delaware limited liability company (“Parent”), Ferdinand FFP Merger Sub 1, Inc., a Delaware corporation (“Company Merger Sub”), Ferdinand FFP Merger Sub 2, LLC, a Delaware limited liability company (“LLC Merger Sub”, and together with Company Merger Sub, the “Merger Subs”), Focus Financial Partners Inc., a Delaware corporation (the “Company”), and Focus Financial Partners, LLC, a Delaware limited liability company ("Focus LLC"), pursuant to which Company Merger Sub will be merged with and into the Company (the “Company Merger”) and the Company will continue as the surviving corporation of the Company Merger and LLC Merger Sub will be merged with and into Focus LLC the (“LLC Merger”) and Focus LLC will continue as the surviving limited liability compan
INTERIM INVESTORS AGREEMENTInterim Investors Agreement • April 25th, 2023 • Focus Financial Partners Inc. • Investment advice • Delaware
This Interim Investors Agreement (this “Agreement”) is made as of February 27, 2023 by and among Ferdinand FFP Ultimate Holdings, LP, a Delaware limited partnership (“Topco” and, together with its Subsidiaries, the “Parent Parties”), Ferdinand FFP Acquisition, LLC, a Delaware limited liability company and indirect wholly owned subsidiary of Topco (“Parent”), and the other parties appearing on the signature pages hereto (each such party, and any person that executes a joinder hereto in such capacity in accordance with the terms hereof, an “Investor” and collectively, the “Investors”).
LIMITED GUARANTEELimited Guarantee • April 25th, 2023 • Focus Financial Partners Inc. • Investment advice • Delaware
This Limited Guarantee, dated as of February 27, 2023 (this “Limited Guarantee”), by Clayton, Dubilier & Rice Fund XII, L.P. (the “Guarantor”), is in favor of Focus Financial Partners Inc., a Delaware corporation (the “Guaranteed Party”). Capitalized terms used herein but not defined shall have the meanings given thereto in the Merger Agreement (as defined below).
