AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 2nd, 2018 • Financial Engines, Inc. • Investment advice • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of April 29, 2018 (this “Agreement”), by and among Edelman Financial, L.P., a Delaware limited partnership (“Parent”), Flashdance Merger Sub, Inc., a Delaware corporation and indirect wholly owned Subsidiary of Parent (“Merger Sub”), and Financial Engines, Inc., a Delaware corporation (the “Company”).
Financial Engines, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • February 26th, 2010 • Financial Engines, Inc. • Investment advice • New York
Financial Engines, Inc., a Delaware corporation (the “Company”) proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of shares of Common Stock, par value $0.0001 per share (“Stock”), of the Company, and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of shares and, at the election of the Underwriters, up to additional shares of Stock. The aggregate of shares to be sold by the Company and the Selling Stockholders at the election of the Underwriters is herein called “Firm Shares” and the aggregate of additional shares to be sold by the Company is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 9th, 2009 • Financial Engines, Inc. • Delaware
This Indemnification Agreement (the “Agreement”), dated as of , 2010, between Financial Engines, Inc., a Delaware corporation (the “Corporation”), and (“Indemnitee”),
Financial Engines, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • August 22nd, 2017 • Financial Engines, Inc. • Investment advice • New York
The stockholders listed on Schedule II hereto (the “Selling Stockholders”) of Financial Engines, Inc., a Delaware corporation (the “Company”), severally and not jointly, propose to sell to the several Underwriters (the “Underwriters”) named in Schedule I subject to the terms and conditions stated herein, an aggregate of 4,109,128 shares of common stock (the “Securities”), par value $0.0001 per share of the Company (the “Stock”). In the event only one stockholder is listed in Schedule II hereto, any references in this Underwriting Agreement (the “Agreement”) to the “Selling Stockholders” shall be deemed to refer to the sole stockholder in the singular form listed in such Schedule II. In the event only one underwriter is listed in Schedule I hereto, any references in this Agreement to the “Underwriters” shall be deemed to refer to the sole underwriter in the singular form listed in such Schedule I.
Lease Agreement By And Between Harbor Investment Partners, a California general partnership As Landlord And Financial Engines, Inc., a California corporation As Tenant Dated July 14, 1997Lease Agreement • December 9th, 2009 • Financial Engines, Inc. • California
This Lease Agreement is made and entered into by and between Landlord and Tenant on the Lease Date. The defined terms used in this Lease which are defined in the Basic Lease Information attached to this Lease Agreement (“Basic Lease Information”) shall have the meaning and definition given them in the Basic Lease Information. The Basic Lease Information, the exhibits, the addendum or addenda described in the Basic Lease Information, and this Lease Agreement are and shall be construed as a single instrument and are referred to herein as the “Lease”.
Financial Engines, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • March 10th, 2017 • Financial Engines, Inc. • Investment advice • New York
The stockholders listed on Schedule II hereto (the “Selling Stockholders”) of Financial Engines, Inc., a Delaware corporation (the “Company”), severally and not jointly, propose to sell to the several Underwriters (the “Underwriters”) named in Schedule I subject to the terms and conditions stated herein, an aggregate of 4,109,128 shares of common stock (the “Securities”), par value $0.0001 per share of the Company (the “Stock”). In the event only one stockholder is listed in Schedule II hereto, any references in this Underwriting Agreement (the “Agreement”) to the “Selling Stockholders” shall be deemed to refer to the sole stockholder in the singular form listed in such Schedule II. In the event only one underwriter is listed in Schedule I hereto, any references in this Agreement to the “Underwriters” shall be deemed to refer to the sole underwriter in the singular form listed in such Schedule I.
FINANCIAL ENGINES, INC. AMENDED AND RESTATED 2009 STOCK INCENTIVE PLANStock Unit Agreement • November 3rd, 2016 • Financial Engines, Inc. • Investment advice
CONSULTING AGREEMENTConsulting Agreement • November 6th, 2014 • Financial Engines, Inc. • Investment advice • California
Effective January 1, 2015 (“Effective Date”), Jeffrey N. Maggioncalda, an individual (“Consultant”), and Financial Engines, Inc., a Delaware company (the “Company”), agree as follows:
Partial Lease Termination AgreementPartial Lease Termination Agreement • December 9th, 2009 • Financial Engines, Inc. • California
This Partial Lease Termination Agreement (this “Agreement”) is made as of the 16th day of May, 2001, by and between Harbor Investment Partners, a California general partnership (“Landlord”), and Financial Engines, Inc., a California corporation (“Tenant”).
FINANCIAL ENGINES, INC. THIRD AMENDED AND RESTATED CONSULTING AGREEMENTConsulting Agreement • December 9th, 2009 • Financial Engines, Inc. • California
This Amended and Restated Consulting Agreement (this “Agreement”) is entered into as of October 1, 2009, by and between Financial Engines, Inc., a California corporation (the “Company”), and E. Olena Berg-Lacy (“Consultant”), and amends and restates that certain {Second} Amended and Restated Consulting Agreement dated as of October 16, 2007 (the “Prior Agreement”), by and between the Company and Consultant, which in turned amended and restated that certain {First} Amended and Restated Consulting Agreement, dated as of January 23, 2007, which in turn amended and restated that certain (i) Consulting Agreement dated as of May 1, 2002 and (ii) Consulting Agreement dated as of July 21, 1998, as amended by Amendment No. 1 thereto dated as of March 1, 2005 and Amendment No. 2 thereto dated as of January 27, 2006, each by and between the Company and Consultant.
FINANCIAL ENGINES, INC. AMENDED AND RESTATED 2009 STOCK INCENTIVE PLAN (Approved by Stockholders on May 20, 2014)Stock Unit Agreement • July 31st, 2014 • Financial Engines, Inc. • Investment advice
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...Agreement and Plan of Mergers • 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
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 9th, 2009 • Financial Engines, Inc. • Delaware
THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (together with any schedule, annex, or exhibit attached hereto, as the same may be amended, restated, or otherwise modified from time to time, this “Agreement”) is entered into as of April 20, 2009 (the “Second Amended and Restated Effective Date”) among SILICON VALLEY BANK, a California corporation (“Bank”), FINANCIAL ENGINES, INC., a California corporation (“Financial Engines”) and FINANCIAL ENGINES REINCORPORATION SUB, INC. (“Reincorporation Sub”) a Delaware corporation (each of Financial Engines and Reincorporation Sub may be referred to as a “Borrower” and collectively, “Borrowers”), and amends, restates, replaces and supersedes in its entirety that certain Amended and Restated Loan and Security Agreement dated as of June 26, 2008, (the “2008 Loan Agreement”) among Bank and Borrowers. Definitions of capitalized terms used in this Agreement are set forth in Section 13 below. The parties agree as follows:
FINANCIAL ENGINES, INC. CONSULTING AGREEMENTConsulting Agreement • December 9th, 2009 • Financial Engines, Inc. • California
This CONSULTING AGREEMENT dated as of March 5, 1998 (the “Agreement”), is entered into by and between FINANCIAL ENGINES, INC., a California corporation (with its wholly owned subsidiary Financial Engine Advisors LLC, a Delaware limited liability company, the “Company”), and WILLIAM F. SHARPE (“Consultant”).
LETTER AGREEMENTLetter 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
TRIPLE NET SPACE LEASE (MULTI-TENANT) between MT SPE, LLC, a Delaware limited liability company, as LANDLORD and FINANCIAL ENGINES, INC., a Delaware corporation, as TENANT for PREMISES At Moffett Towers 1050 Enterprise Way SUNNYVALE, CALIFORNIATriple Net Space Lease • October 21st, 2011 • Financial Engines, Inc. • Investment advice • California
This Triple Net Space Lease (the “Lease”), dated as of the date first written in the Summary of Basic Lease Information set forth in Article I below (the “Summary”), is made by and between MT SPE, LLC, a Delaware limited liability company (“Landlord”) and FINANCIAL ENGINES, INC., a Delaware corporation (“Tenant”).
FINANCIAL ENGINES, INC. AMENDED AND RESTATED 2009 STOCK INCENTIVE PLAN (Approved by Stockholders on May 21, 2013) FINANCIAL ENGINES, INC. AMENDED AND RESTATED 2009 STOCK INCENTIVE PLAN2009 Stock Incentive Plan • May 28th, 2013 • Financial Engines, Inc. • Investment advice
Form of Executive Severance and Change in Control AgreementControl Agreement • August 3rd, 2016 • Financial Engines, Inc. • Investment advice • California
By signing below, I expressly waive any benefits of Section 1542 of the Civil Code of the State of California, which provides as follows:
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”).
FINANCIAL ENGINES, INC. FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT December 20, 2004Investors’ Rights Agreement • December 9th, 2009 • Financial Engines, Inc. • California
This Fifth Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made as of the 20th day of December 2004 by and among Financial Engines, Inc., a California corporation (the “Company”), the holder of shares of Common Stock listed on Exhibit A hereto (the “Common Holder”), the holders of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock listed on Exhibit A hereto (the “Series A Holders,” “Series B Holders,” “Series C Holders,” “Series D Holders” and “Series E Holders,” respectively, and collectively, the “Existing Preferred Holders”) and the holders of Series F Preferred Stock listed on Exhibit A hereto (the “Series F Holders,” together with the Common Holder and the Existing Preferred Holders, the “Investors”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 19th, 2016 • Financial Engines, Inc. • Investment advice • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 4th day of November , 2015 by and among The Mutual Fund Store, LLC, a Missouri limited liability company (the “Employer”), and Financial Engines, Inc., a Delaware Corporation and parent company of the Employer (the “Parent”), and John Bunch (“Employee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 11th, 2010 • Financial Engines, Inc. • Investment advice • Delaware
This Indemnification Agreement (the “Agreement”), dated as of ___, 2010, with an effective date as set forth in Section 18, between Financial Engines, Inc., a Delaware corporation (the “Corporation”), and ___(together with such person’s spouse or domestic partner, “Indemnitee”),
