AMENDED AND RESTATED SHAREHOLDERS AGREEMENT OF M&N ALTERNATIVE OPPORTUNITIES, INC. Dated November 23, 2011Shareholders Agreement • March 28th, 2012 • Manning & Napier, Inc. • Investment advice • New York
This AMENDED AND RESTATED SHAREHOLDERS AGREEMENT dated as of November 23, 2011, among M&N Alternative Opportunities, Inc., (the “Company”) and those Persons who are individuals and whose signatures are attached hereto. Each such individual, other than William Manning (“Manning”), for so long as they own their Shares, is hereinafter referred to as an “Employee” and collectively as the “Employees”. The Employees and Manning for so long as they own Shares are hereinafter referred to collectively as the “Shareholders” and individually as a “Shareholder.”
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT MANNING & NAPIER GROUP, LLC (A Delaware Limited Liability Company) Effective October 1, 2011Limited Liability Company Agreement • March 28th, 2012 • Manning & Napier, Inc. • Investment advice • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of MANNING & NAPIER GROUP, LLC, a Delaware limited liability company (the “Company”), effective as of October 1, 2011 (the “Effective Date”), is adopted, executed and agreed to by and among the signatories hereto and shall be binding on all of the Members (as defined below).
PURCHASE AGREEMENTPurchase Agreement • March 28th, 2012 • Manning & Napier, Inc. • Investment advice • New York
This PURCHASE AGREEMENT (this “Agreement”) is made this 23rd day of November, 2011, by and between Manning & Napier, Inc., a Delaware corporation (the “Company”), and Manning & Napier Group, LLC, a Delaware limited liability company (“Manning & Napier Group”).
EXCHANGE AGREEMENTExchange Agreement • March 28th, 2012 • Manning & Napier, Inc. • Investment advice • New York
This EXCHANGE AGREEMENT (this “Agreement”) is made and entered as of the 23rd day of November, 2011, by and among Manning & Napier, Inc., a Delaware corporation (the “Company”), M&N Group Holdings, LLC, a Delaware limited liability company (“M&N Group Holdings”), Manning & Napier Capital Company, LLC (“MNCC”) and any other holder of Units (as defined below) of Manning & Napier Group, LLC, a Delaware limited liability company (“Manning & Napier Group”), from time to time that are party hereto (together with M&N Group Holdings and MNCC, “Holders” and each, “Holder”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 28th, 2012 • Manning & Napier, Inc. • Investment advice • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 23, 2011, by and among Manning & Napier, Inc., a Delaware corporation (“M&N”), and each of the holders of the Class A Units (the “Class A Units”) and the Class B Units (the “Class B Units” and, collectively with the Class A Units, the “Units”) of Manning & Napier Group, LLC, a Delaware limited liability company (“MN Group”), listed on the signature pages to this Agreement or to the Additional Party Signature Page in the form attached hereto as Annex A (the “Holders”).
PURCHASE AGREEMENTPurchase Agreement • March 28th, 2012 • Manning & Napier, Inc. • Investment advice • New York
This PURCHASE AGREEMENT (this “Agreement”) is made this 23rd day of November, 2011, by and between Manning & Napier, Inc., a Delaware corporation (the “Company”), and M&N Group Holdings, LLC, a Delaware limited liability company (“M&N Holdings”).
TAX RECEIVABLE AGREEMENT dated as of November 23, 2011Tax Receivable Agreement • March 28th, 2012 • Manning & Napier, Inc. • Investment advice • New York
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of November 23, 2011, is hereby entered into by and among Manning & Napier, Inc., a Delaware corporation (the “Corporation”), Manning & Napier Group, LLC, a Delaware limited liability company (“MNG”), Manning & Napier Capital Company, LLC and each of the other undersigned parties hereto identified as “Members.”
AMENDED AND RESTATED OPERATING AGREEMENT Amended and restated as of November 23, 2011 Manning & Napier Capital Company, L.L.C.Operating Agreement • March 28th, 2012 • Manning & Napier, Inc. • Investment advice
AMENDED AND RESTATED OPERATING AGREEMENT (this “Operating Agreement”) of Manning & Napier Capital Company, L.L.C. (“MNCC”), as amended and restated as of November 23, 2011 by and among the parties who execute this Agreement.
AMENDED AND RESTATED SHAREHOLDERS AGREEMENT OF M&N ADVISORY ADVANTAGE CORPORATION Dated November 23, 2011Shareholders Agreement • March 28th, 2012 • Manning & Napier, Inc. • Investment advice • New York
This AMENDED AND RESTATED SHAREHOLDERS AGREEMENT dated as of November 23, 2011, among M&N Advisory Advantage Corporation, (the “Company”) and those Persons who are individuals and whose signatures are attached hereto. Each such individual, other than William Manning (“Manning”), for so long as they own their Shares, is hereinafter referred to as an “Employee” and collectively as the “Employees”. The Employees and Manning for so long as they own Shares are hereinafter referred to collectively as the “Shareholders” and individually as a “Shareholder.”
AMENDED AND RESTATED SHAREHOLDERS AGREEMENT OF MNA ADVISORS, INC. Dated November 23, 2011Shareholders Agreement • March 28th, 2012 • Manning & Napier, Inc. • Investment advice • New York
THIS AMENDED AND RESTATED SHAREHOLDERS AGREEMENT dated as of November 23, 2011, among MNA Advisors, Inc. (the “Company”) and those Persons who are individuals and whose signatures are attached hereto. Each such individual, other than William Manning (“Manning”), for so long as they own their Shares, is hereinafter referred to as an “Employee” and collectively as the “Employees”. The Employees and Manning for so long as they own Shares are hereinafter referred to collectively as the “Shareholders” and individually as a “Shareholder.”
