AssetMark Financial Holdings, Inc. Sample Contracts

ASSETMARK FINANCIAL HOLDINGS, INC. [__] Shares of Common Stock Underwriting Agreement
Underwriting Agreement • July 10th, 2019 • AssetMark Financial Holdings, Inc. • Investment advice • New York

AssetMark Financial Holdings, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [__] shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company, and the stockholder of the Company named in Schedule 2 hereto (the “Selling Stockholder”) proposes to sell to the several Underwriters an aggregate of [__] shares of Common Stock of the Company (collectively, the “Underwritten Shares”). In addition, the Selling Stockholder proposes to sell, at the option of the Underwriters, up to an additional [__] shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock

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FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • June 24th, 2019 • AssetMark Financial Holdings, Inc. • Investment advice • Delaware

This Indemnification Agreement (this “Agreement”) is made and entered into as of the day of , 20 , by and between AssetMark Financial Holdings, Inc., a Delaware corporation (the “Company”) and (“Indemnitee”).

CREDIT AGREEMENT dated as of November 14, 2018, As amended by that certain First Amendment Dated as of June 28, 2019 among ASSETMARK FINANCIAL HOLDINGS, INC., as Borrower, ASSETMARK HOLDINGS LLC, as Holdings, THE LENDERS PARTY HERETO and CREDIT SUISSE...
Credit Agreement • July 8th, 2019 • AssetMark Financial Holdings, Inc. • Investment advice • New York

CREDIT AGREEMENT dated as of November 14, 2018 (as amended by that certain First Amendment dated as of June 28, 2019, and as further amended, supplemented and/or modified, this “Agreement”), among ASSETMARK FINANCIAL HOLDINGS, INC., a Delaware corporation (the “Borrower”), ASSETMARK HOLDINGS LLC, a Delaware limited liability company (“Holdings”), the Lenders (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) for the Lenders.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • April 23rd, 2019 • AssetMark Financial Holdings, Inc. • Investment advice • Colorado

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (as so amended and restated, this “Agreement”) is made and entered into as of this 31st day of October, 2016, by and between AssetMark Financial Holdings, Inc., a Delaware corporation (the “Company”), and Charles Goldman (“Executive”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • August 28th, 2019 • AssetMark Financial Holdings, Inc. • Investment advice • Colorado

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (as so amended and restated, this “Agreement”) is made and entered into as of this 28th day of August, 2019 (the “Effective Date”), by and between AssetMark Financial Holdings, Inc., a Delaware corporation (the “Company”), and Charles Goldman (“Executive”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 13th, 2020 • AssetMark Financial Holdings, Inc. • Investment advice • New York

THIS REGISTRATION RIGHTS AGREEMENT, dated as of July 17, 2019, is by and between AssetMark Financial Holdings, Inc., a Delaware corporation (the “Company”), and Huatai International Investment Holdings Limited, a company organized under the laws of the Cayman Islands (“Huatai”).

SUBCUSTODIAL AND SERVICE AGREEMENT
Subcustodial and Service Agreement • June 24th, 2019 • AssetMark Financial Holdings, Inc. • Investment advice • Massachusetts

This Agreement (“Agreement”) is entered into by and among GE Financial Trust Company (“GEFTC”) and Fidelity Brokerage Services LLC (“FBS”) and National Financial Services LLC (“NFS”), (FBS and NFS together, “Fidelity”) acting through its business unit Fidelity Registered Investment Advisor Group (“FRIAG”) (Fidelity, FRIAG and GEFTC may individually be referred to as a “Party” or collectively as “Parties”), effective as of November 1, 2005;

EMPLOYMENT AGREEMENT
Employment Agreement • April 29th, 2021 • AssetMark Financial Holdings, Inc. • Investment advice • California

This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of the 3rd day of March, 2021 (the “Effective Date”), by and between AssetMark Financial Holdings, Inc., a Delaware corporation (the “Company”), and Michael Kim (“Executive”).

MASTER SERVICES AGREEMENT
Master Services Agreement • June 24th, 2019 • AssetMark Financial Holdings, Inc. • Investment advice • California

THIS MASTER SERVICES AGREEMENT (“Agreement”) is by and between Incedo, Inc. dba IB Technology Solutions Inc., a Delaware Corporation (“Supplier”), with offices at 2350 Mission College Blvd, Suite# 246, Santa Clara, CA 95054, and AssetMark, Inc., a California corporation (“Company”) with offices at 1655 Grant Street, 10th Floor, Concord, CA 94520. This Agreement shall become effective on the date on which the last party to sign this Agreement affixes its signature here to (the “Effective Date”).

ASSETMARK FINANCIAL HOLDINGS, INC. STOCK OPTION AWARD NOTICE AND AGREEMENT
Stock Option Award Notice and Agreement • July 10th, 2019 • AssetMark Financial Holdings, Inc. • Investment advice • California

This Stock Option Award Notice and Agreement (the “Option Agreement”) is made as of the Date of Grant set forth below, by and between AssetMark Financial Holdings, Inc. (the “Company”) and the individual recipient identified in the Notice below (the “Recipient”).

ASSETMARK FINANCIAL HOLDINGS, INC. 2019 EQUITY INCENTIVE PLAN STOCK APPRECIATION RIGHT AWARD NOTICE AND AGREEMENT
Stock Appreciation Right Award Notice and Agreement • August 4th, 2023 • AssetMark Financial Holdings, Inc. • Investment advice • Delaware

This Stock Appreciation Right Award Notice and Agreement (the “Notice and Agreement”) is made as of the Date of Grant set forth below, by and between AssetMark Financial Holdings, Inc. (the “Company”) and the individual recipient (the “Recipient”) named in the Stock Appreciation Right Award Notice in Part I of this Notice and Agreement (the “Notice”). Except as otherwise indicated, any capitalized term used but not defined in this Notice and Agreement shall have the meaning ascribed to such term in the AssetMark Financial Holdings, Inc. 2019 Equity Incentive Plan (as it may be amended from time to time, the “Plan”).

Amended and Restated Credit Agreement
Credit Agreement • January 13th, 2022 • AssetMark Financial Holdings, Inc. • Investment advice • New York

This Amended and Restated Credit Agreement is entered into as of January 12, 2022, by and among AssetMark Financial Holdings, Inc., a Delaware corporation (the “Borrower”), the direct and indirect Subsidiaries of Borrower from time to time party to this Agreement, as Guarantors, the several financial institutions from time to time party to this Agreement, as Lenders, and Bank of Montreal, a Canadian chartered bank acting through its Chicago branch, as Administrative Agent as provided herein. All capitalized terms used herein without definition shall have the same meanings ascribed thereto in Section 1.1.

FOURTH AMENDMENT TO OFFICE LEASE
Office Lease • May 9th, 2022 • AssetMark Financial Holdings, Inc. • Investment advice

This FOURTH AMENDMENT TO OFFICE LEASE ("Fourth Amendment") is made and entered into as of the 1st day of June, 2020, by and between CONCORD TECHNOLOGY CENTER PROPERTY OWNER, LLC, a Delaware limited liability company ("Landlord"), and ASSETMARK, INC., a California corporation ("Tenant").

OFFICE LEASE 1655 GRANT STREET, CONCORD, CALIFORNIA SFG OWNER A, LLC a Delaware limited liability company, as Landlord, and GENWORTH FINANCIAL WEALTH MANAGEMENT, INC., a California corporation, as Tenant
Office Lease • May 31st, 2019 • AssetMark Financial Holdings, Inc. • Investment advice • California

This Office Lease (this “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between SFG Owner A, LLC, a Delaware limited liability company (“Landlord”), and Genworth Financial Wealth Management, Inc., a California corporation (“Tenant”).

FIRST AMENDMENT TO BETA SERVICES AGREEMENT
Beta Services Agreement • March 14th, 2024 • AssetMark Financial Holdings, Inc. • Investment advice

THIS FIRST AMENDMENT (the "Amendment"), is made effective this 20th day of July, 2022 (the “Effective Date”), by and between Beta Plus Technologies, Inc. (as successor in interest to Refinitiv US LLC, “BetaNXT”), and AssetMark Financial Holdings, Inc. (“AssetMark”) (“Client” or "Subscriber") and amends the BETA Services Master Subscription Agreement between the parties dated May 1st, 2020 (the “Agreement”).

AMENDMENT #2 TO MASTER SERVICES AGREEMENT
Master Services Agreement • March 14th, 2024 • AssetMark Financial Holdings, Inc. • Investment advice

This is the Second Amendment (“Amendment #2”) to the Master Services Agreement dated August 1, 2017 as amended, and together with all addenda (the “Agreement”), by and between:

Master Services Agreement between AssetMark and Consultant
Master Services Agreement • May 31st, 2019 • AssetMark Financial Holdings, Inc. • Investment advice • California

This Master Services Agreement is effective as of the “Effective Date” specified on the signatures page of this Master Services Agreement and is between AssetMark, Inc., or the AssetMark Affiliate identified on the signature page (“AssetMark”) and the individual or entity identified on the signature page (each a “Party”).

AMENDMENT # 1 TO MASTER SERVICES AGREEMENT
Master Services Agreement • May 9th, 2022 • AssetMark Financial Holdings, Inc. • Investment advice

Incedo Inc. (dba IB Technology Solutions Inc.), a Delaware corporation having a principal office at 170 Woods Avenue South, Iselin, NJ 08830 (hereinafter referred to as “Supplier” which expression shall, unless repugnant to or excluded by the context hereof, be deemed to mean and include its successors in interest and permitted assigns)

Contract
Trustnet Software License Agreement • June 24th, 2019 • AssetMark Financial Holdings, Inc. • Investment advice • Tennessee

The redacted information has been excluded because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

CHECKFREE APL MASTER AGREEMENT
Fiserv Apl System Agreement • June 24th, 2019 • AssetMark Financial Holdings, Inc. • Investment advice • Delaware

This is Amendment #1 (“Amendment”), made effective as of December 2, 2010 (the “Amendment Effective Date”), is to the CheckFree APL Master Agreement between CheckFree Services Corporation (“CKFR”) and Genworth Financial Wealth Management, Inc. f/k/a/ AssetMark Investment Services, (“Client”), effective as of June 23, 2006 (the “Agreement”). Any capitalized terms not defined in this Amendment shall be given their meanings set forth in the Agreement.

AssetMark Holdings, LLC SERVICE MEMBER UNIT ISSUANCE AGREEMENT (Incentive Units)
Service Member Unit Issuance Agreement • April 23rd, 2019 • AssetMark Financial Holdings, Inc. • Investment advice • Delaware

THIS SERVICE MEMBER UNIT ISSUANCE AGREEMENT (this “Agreement”) by and between AssetMark Holdings, LLC, a Delaware limited liability company (the “Company”), and the individual (“Service Member”) named on the Master Signature Page (as defined below) hereto is made as of the date set forth on such Master Signature Page hereto.

Nineteenth Amendment to the CheckFree APL Master Agreement
Nineteenth Amendment • May 9th, 2022 • AssetMark Financial Holdings, Inc. • Investment advice

This Nineteenth Amendment (the “Amendment”) is entered into as of March 16, 2022, and is by and between Tegra118 Wealth Solutions, Inc. (“Vendor”) and AssetMark, Inc. (“Client”). Vendor and Client shall be referred to in this Amendment individually as a “Party” and collectively as the “Parties.”

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AssetMark Financial Holdings, Inc. Long Term Cash Incentive Award Agreement
Incentive Award Agreement • August 8th, 2022 • AssetMark Financial Holdings, Inc. • Investment advice • Delaware

This Long Term Cash Incentive Award Agreement (“Agreement”) is effective as of ###GRANT_DATE### (the “Effective Date”), by and between AssetMark Financial Holdings, Inc. ("Company") and ###PARTICIPANT_NAME### ("Employee").

July 12, 2013 Michael Kim
AssetMark Financial Holdings, Inc. • May 31st, 2019 • Investment advice

As you are aware, entities controlled by private equity firms Aquiline Capital Partners LLC and Genstar Capital, LLC have entered into an agreement to purchase Genworth Financial Wealth Management, Inc. (“GFWM”), Genworth Financial Trust Company, and their holding company Centurion Capital Group, Inc. from Genworth Financial, Inc. (“Genworth”). In anticipation of and contingent upon the close of the transaction (referred to as the “Closing Date”), which is expected to occur on or about Thursday, August 1, 2013, we want to take this opportunity to offer you employment with Centurion Capital Group, Inc., on behalf of itself and its wholly owned subsidiaries (collectively referred to in this letter as “CCGI”), beginning on the date immediately following the Closing Date. Your employment with Genworth will automatically terminate upon the Closing Date. The details of your offer are set forth below.

ASSETMARK FINANCIAL HOLDINGS, INC. 2019 EQUITY INCENTIVE PLAN STOCK APPRECIATION RIGHT AWARD NOTICE AND AGREEMENT
Stock Appreciation Right Award Notice and Agreement • August 8th, 2022 • AssetMark Financial Holdings, Inc. • Investment advice • Delaware

This Stock Appreciation Right Award Notice and Agreement (the “Notice and Agreement”) is made as of the Date of Grant set forth below, by and between AssetMark Financial Holdings, Inc. (the “Company”) and the individual recipient (the “Recipient”) named in the Stock Appreciation Right Award Notice in Part I of this Notice and Agreement (the “Notice”). Except as otherwise indicated, any capitalized term used but not defined in this Notice and Agreement shall have the meaning ascribed to such term in the AssetMark Financial Holdings, Inc. 2019 Equity Incentive Plan (as it may be amended from time to time, the “Plan”).

BETA Services MASTER SUBSCRIPTION AGREEMENT
Master Subscription Agreement • August 6th, 2021 • AssetMark Financial Holdings, Inc. • Investment advice • New York

This BETA Services Master Subscription Agreement (this “Agreement”) is entered into as of this 21st day of May, 2020 (the “Agreement Date” by and between Refinitiv US LLC, 3 Times Square, New York, NY 10036, (“RUS”) for its BETA System services primarily located at, 350 North Sunny Slope Road, Brookfield, WI 53005, and AssetMark Financial Holdings, Inc. (“AssetMark”) with an address at 1655 Grant Street, Concord, CA 94520. As used herein, AssetMark includes AssetMark Financial Holdings, Inc. and its Affiliates.

SEPARATION AGREEMENT
Separation Agreement • March 10th, 2021 • AssetMark Financial Holdings, Inc. • Investment advice • Colorado

This SEPARATION AGREEMENT is made and entered into as of this 3rd day of March, 2021 (the “Execution Date”) by and between AssetMark Financial Holdings, Inc., a Delaware corporation (the “Company”) and Charles Goldman (“Executive”).

THIRD AMENDMENT TO OFFICE LEASE
Office Lease • August 28th, 2019 • AssetMark Financial Holdings, Inc. • Investment advice

This THIRD AMENDMENT TO OFFICE LEASE (“Third Amendment”) is made and entered into as of the 29th day of May, 2019, by and between CONCORD TECHNOLOGY CENTER PROPERTY OWNER, LLC, a Delaware limited liability company (“Landlord”), and ASSETMARK, INC., a California corporation (“Tenant”).

AGREEMENT AND PLAN OF MERGER dated as of APRIL 25, 2024 among ASSETMARK FINANCIAL HOLDINGS, INC., GTCR EVEREST BORROWER, LLC and GTCR EVEREST MERGER SUB, INC.
Agreement and Plan of Merger • April 25th, 2024 • AssetMark Financial Holdings, Inc. • Investment advice • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of April 25, 2024 by and among AssetMark Financial Holdings, Inc., a Delaware corporation (the “Company”), GTCR Everest Borrower, LLC, a Delaware limited liability company (“Parent”), and GTCR Everest Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). The Company, Parent and Merger Sub are referred to herein as the “Parties” and each, a “Party.”

AMENDMENT No. 9 TO THE SUBCUSTODIAL AND SERVICES AGREEMENT
Subcustodial and Services Agreement • March 14th, 2024 • AssetMark Financial Holdings, Inc. • Investment advice

This Amendment No.9 (this “Amendment”) hereby amends the Agreement and sets forth the terms and conditions of the agreement between Fidelity and AssetMark, regarding AssetMark’s instructions to Fidelity to transmit Client Data and Third Party Data to Refinitiv US LLC (“Refinitiv”) and allow Refinitiv to provide trade instructions and other transaction details (ex: cost basis information) and affect transactions through the Refinitiv Beta interface to Fidelity through an inbound file process (“IFP”) connection (pursuant to the procedures in Exhibit A) established between Refinitiv and Fidelity on AssetMark’s behalf and any FIX connections established by AssetMark and/or Refinitv for the delivery of trade instructions or transaction details to Fidelity (“AssetMark’s Request”). To further AssetMark’s Request, AssetMark, Fidelity and Refinitiv has entered into that certain Data Transmission and Access Agreement, dated as of January 22 2021, which contemplates the access to and use of the C

AssetMark, Inc.- Redi2 Master Software License and Services Agreement
Services Agreement • May 5th, 2023 • AssetMark Financial Holdings, Inc. • Investment advice • California

This Master Software License and Services Agreement (“Agreement”) is executed by and between Redi2 Technologies, Inc., a Delaware corporation ("Redi2"), with an office at 205 Portland Street, Suite 202, Boston, MA 02114, and AssetMark, Inc. (“Company” or “AssetMark”), with offices at 1655 Grant Street, 10th Floor, Concord, CA 94520. The terms of this Agreement shall apply to each License granted and to all services provided by Redi2 under this Agreement. In the event of conflict between the body of this Agreement and an exhibit or Statement of Work hereto, the body of this Agreement will govern.

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