LETTER AGREEMENTPhantom Equity Agreement • February 3rd, 2016 • Financial Engines, Inc. • Investment advice
As you know, TMFS Holdings, Inc. (the “Company”), Kansas City 727 Acquisition LLC (“727 LLC”), Financial Engines, Inc. (“Purchaser”) and certain other parties are entered into an Agreement and Plan of Mergers, dated as of the date hereof (the “Merger Agreement”). Concurrently with the Merger Agreement you entered into a letter agreement (the “PEP Letter Agreement”) which memorialized your agreement concerning certain modifications to the TMFS Holdings, Inc. Phantom Equity Agreement, dated as of November 26, 2013, by and among the Company, 727 LLC and you (the “Phantom Equity Agreement”) that will take place on the day prior to the consummation of the transactions contemplated by the Merger Agreement (the “Closing”). Pursuant to the PEP Letter Agreement, the parties thereto agreed to amend the term “Liquidity Payment” under the Phantom Equity Agreement and to provide for the form of payment. Unless otherwise defined in this letter agreement, capitalized terms used herein shall have the
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERSAgreement and Plan of Mergers • February 3rd, 2016 • Financial Engines, Inc. • Investment advice
This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERS (this “Amendment”), dated as of January 29, 2016, 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, Man
