COMPANY STOCKHOLDERS AGREEMENTStockholders Agreement • June 3rd, 2016 • Risley John Carter • Personal credit institutions • Delaware
This COMPANY STOCKHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of June 2, 2016 by and among FP Resources USA Inc., a Delaware corporation (“Parent”), and the undersigned stockholders (each a “Stockholder” and together, the “Stockholders”) of The First Marblehead Corporation, a Delaware corporation (the “Company”).
PARENT STOCKHOLDER AGREEMENTParent Stockholder Agreement • June 3rd, 2016 • Risley John Carter • Personal credit institutions • Delaware
This PARENT STOCKHOLDER AGREEMENT (this “Agreement”) is made and entered into as of June 2, 2016 by and between The First Marblehead Corporation, a Delaware corporation (the “Company”), and FP Resources USA Inc., a Delaware corporation (“Stockholder”).
JOINT FILING AGREEMENTJoint Filing Agreement • June 3rd, 2016 • Risley John Carter • Personal credit institutions
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to shares of Stock of The First Marblehead Corporation and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 3rd day of June, 2016.
Merger Agreement AGREEMENT AND PLAN OF MERGER by and among FP RESOURCES USA INC., FP RESOURCES ACQUISITION CORP. and THE FIRST MARBLEHEAD CORPORATION Dated as of June 2, 2016Merger Agreement • June 3rd, 2016 • Risley John Carter • Personal credit institutions • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of this 2nd day of June, 2016, by and among FP Resources USA Inc., a Delaware corporation (the “Parent”), FP Resources Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of the Parent (the “Transitory Subsidiary”), and The First Marblehead Corporation, a Delaware corporation (the “Company”). Clearwater Fine Foods Incorporated, a corporation incorporated under the Canada Business Corporations Act (“Guarantor”), joins this Agreement solely for purposes of being bound by Section 10.15.
