0001524223-15-000007 Sample Contracts

MANNING & NAPIER, INC. 2011 EQUITY COMPENSATION PLAN RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • March 16th, 2015 • Manning & Napier, Inc. • Investment advice • New York

AGREEMENT, dated as of the date set forth in your Notice of Grant, between Manning & Napier, Inc., a Delaware corporation (the “Company”), Manning & Napier Group, LLC, a Delaware limited liability company (“MN Group”), and the individual (the “Participant”) identified in the notice of restricted stock unit award grant ( the “Notice of Grant”) delivered to Participant.

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AMENDMENT TO AMENDED AND RESTATED SHAREHOLDER AGREEMENT OF MNA ADVISORS, INC. A New York Corporation
Shareholder Agreement • March 16th, 2015 • Manning & Napier, Inc. • Investment advice • New York

This Second Amendment (this “Amendment”) to the Amended and Restated Shareholder Agreement of MNA Advisors, Inc., a New York corporation (the “Company”), is entered into as of December 1, 2013 (the “Effective Date”), by and among the undersigned Shareholders of the Company.

AMENDMENT TO AMENDED AND RESTATED OPERATING AGREEMENT OF MANNING & NAPIER CAPITAL COMPANY, L.L.C. (A New York Limited Liability Company)
Operating Agreement • March 16th, 2015 • Manning & Napier, Inc. • Investment advice • New York

This First Amendment (this “Amendment”) to the Amended and Restated Operating Agreement of Manning & Napier Capital Company, L.L.C., a New York limited liability company (the “LLC”), is entered into as of December 1, 2013 (the “Effective Date”), by and among the undersigned Members of the LLC.

AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF M&N GROUP HOLDINGS, LLC (A Delaware Limited Liability Company)
Limited Liability Company Agreement • March 16th, 2015 • Manning & Napier, Inc. • Investment advice • Delaware

This Second Amendment (this “Amendment”) to the Amended and Restated Limited Liability Company Agreement of M&N Group Holdings, LLC, a Delaware limited liability company (the “Company”), is entered into as of December 1, 2013 (the “Effective Date”), by and among the undersigned Members of the Company.

AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MANNING & NAPIER GROUP, LLC (A Delaware Limited Liability Company)
Limited Liability Company Agreement • March 16th, 2015 • Manning & Napier, Inc. • Investment advice • Delaware

This First Amendment (this “Amendment”) to the Amended and Restated Limited Liability Company Agreement of Manning & Napier Group, LLC, a Delaware limited liability company (the “Company”), is entered into as of December 1, 2013 (the “Effective Date”), by and among the undersigned Members of the Company.

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