AGREEMENT AND PLAN OF MERGERS, by and among FINANCIAL ENGINES, INC., MAYBERRY ACQUISITION SUB I, LLC, MAYBERRY ACQUISITION SUB, INC., MAYBERRY ACQUISITION SUB II, LLC, KANSAS CITY 727 ACQUISITION CORPORATION, TMFS HOLDINGS, INC., KANSAS CITY 727...Merger Agreement • November 9th, 2015 • Financial Engines, Inc. • Investment advice • Delaware
This AGREEMENT AND PLAN OF MERGERS (this “Agreement”), dated as of November 5, 2015, is by and among, Financial Engines, Inc. , a Delaware corporation (“Purchaser”), Mayberry Acquisition Sub I, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Purchaser (“Merger Sub 1”), Mayberry Acquisition Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Purchaser (“Merger Sub 1A”), Mayberry Acquisition Sub II, LLC, a Delaware limited liability company and a wholly owned third tier subsidiary of Merger Sub 1 (“Merger Sub 2” and, together with Merger Sub 1 and Merger Sub 1A, the “Merger Subs”), Kansas City 727 Acquisition Corporation, a Delaware corporation (“KC Blocker”), TMFS Holdings, Inc., a Nevada corporation (“Management Blocker” and, together with KC Blocker, the “Blocker Entities”), Kansas City 727 Acquisition LLC, a Delaware limited liability company (the “Company”) (each of Purchaser, the Merger Subs, KC Blocker, Management Blocker and
FINANCIAL ENGINES, INC. STOCKHOLDERS AGREEMENT Dated as of November 5, 2015Stockholders Agreement • November 9th, 2015 • Financial Engines, Inc. • Investment advice • Delaware
This Stockholders Agreement, dated as of November 5, 2015 (as it may be amended from time to time, this “Agreement”), is made by and among (i) Financial Engines, Inc., a Delaware corporation (the “Company”), (ii) WP X Finance, L.P. , a Delaware limited partnership, and Warburg Pincus X Partners, L.P., a Delaware limited partnership (collectively and together with their Affiliates, the “Warburg Investor”) and (iii) TMFS Holdings, Inc., a Nevada corporation (“Management Blocker”), and Christopher R. Braudis (each of the parties listed in clauses (ii) and (iii), an “Investor” and collectively, the “Investors”).
