INDEMNIFICATION AGREEMENTIndemnification Agreement • February 16th, 2023 • Focus Financial Partners Inc. • Investment advice • Delaware
This Indemnification Agreement (“Agreement”) is made as of March 7, 2022, by and between Focus Financial Partners Inc., a Delaware corporation (the “Company”), and Elizabeth R. Neuhoff (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
TAX RECEIVABLE AGREEMENT by and among FOCUS FINANCIAL PARTNERS INC., THE TRA HOLDERS and THE AGENT DATED AS OF MARCH 25, 2020Tax Receivable Agreement • March 27th, 2020 • Focus Financial Partners Inc. • Investment advice • New York
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of March 25, 2020, is hereby entered into by and among Focus Financial Partners Inc., a Delaware corporation (the “Corporate Taxpayer”), the TRA Holders and the Agent.
AMENDMENT NO. 9 TO FIRST LIEN CREDIT AGREEMENT dated as of April 13, 2022, among FOCUS FINANCIAL PARTNERS, LLC, as the Borrower, THE LENDERS PARTY HERETO, and BANK OF AMERICA, N.A, as Revolver Administrative Agent AMENDMENT NO. 9 TO FIRST LIEN CREDIT...First Lien Credit Agreement • April 18th, 2022 • Focus Financial Partners Inc. • Investment advice • New York
This AMENDMENT NO. 9 TO FIRST LIEN CREDIT AGREEMENT, dated as of April 13, 2022 (this “Amendment”), among FOCUS FINANCIAL PARTNERS, LLC, a Delaware limited liability company (the “Borrower”), BANK OF AMERICA, N.A., as revolver administrative agent (in such capacities, the “Revolver Administrative Agent”) under the Credit Agreement referred to below and the Revolving Credit Lenders party hereto (collectively, the “Revolving Credit Lenders”).
SECOND LIEN CREDIT AGREEMENT dated as of July 3, 2017 among FOCUS FINANCIAL PARTNERS, LLC, as the Borrower, The Several Lenders from Time to Time Parties Hereto, and ROYAL BANK OF CANADA, as the Administrative Agent, the Collateral Agent and a Lender...Intercreditor Agreement • May 24th, 2018 • Focus Financial Partners Inc. • Investment advice • New York
WHEREAS, pursuant to the Securities Purchase Agreement, dated as of April 12, 2017 (the “Acquisition Agreement”), by and among the Borrower, the Investor and the equityholders’ representative named therein, the Investor and the other Initial Investors will directly or indirectly acquire certain newly issued and existing units of the Borrower as described in the Acquisition Agreement;
EMPLOYMENT AGREEMENTEmployment Agreement • February 25th, 2020 • Focus Financial Partners Inc. • Investment advice • New York
FOR AND IN CONSIDERATION OF the special payments and benefits to be provided in connection with the termination of my employment in accordance with Section 4.4 (including if such payments and benefits become payable pursuant to Section 4.6) or Section 4.8 of the Amended and Restated Employment Agreement, dated as of _______, 2017 (as amended and in effect from time to time, the “Employment Agreement”) between Focus Financial Partners, LLC, a Delaware limited liability company (the “Company”), and me, I, on my own behalf and on behalf of my personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees and all others connected with me, hereby release and forever discharge the Company and its affiliates and all of their respective past and present officers, directors, managers, stockholders, controlling persons, employees, agents, representatives, successors and assigns and all others connected with any of them (the “Released Parties
AMENDMENT NO. 1 TO SECOND LIEN CREDIT AGREEMENTSecond Lien Credit Agreement • May 24th, 2018 • Focus Financial Partners Inc. • Investment advice • New York
AMENDMENT NO. 1 under the Second Lien Credit Agreement referred to below, dated as of March 2, 2018 (this “Amendment”), among FOCUS FINANCIAL PARTNERS, LLC, a Delaware limited liability company (together with its successors and assigns, the “Borrower”) and the Administrative Agent (as defined below).
FIRST LIEN CREDIT AGREEMENT dated as of July 3, 2017 among FOCUS FINANCIAL PARTNERS, LLC, as the Borrower, The Several Lenders from Time to Time Parties Hereto, ROYAL BANK OF CANADA, as the Term Administrative Agent, the Collateral Agent and a Lender,...Intercreditor Agreement • May 24th, 2018 • Focus Financial Partners Inc. • Investment advice • New York
WHEREAS, pursuant to the Securities Purchase Agreement, dated as of April 12, 2017 (the “Acquisition Agreement”), by and among the Borrower, the Investor and the equityholders’ representative named therein, the Investor and the other Initial Investors will directly or indirectly acquire certain newly issued and existing units of the Borrower as described in the Acquisition Agreement;
NOMINATION AGREEMENTNomination Agreement • July 31st, 2018 • Focus Financial Partners Inc. • Investment advice • Delaware
This NOMINATION AGREEMENT (this “Agreement”), dated as of July 30, 2018, is entered into by and between Focus Financial Partners Inc., a Delaware corporation (the “Company”), and each of the stockholders of the Company whose name appears on the signature pages hereto (each a “Principal Stockholder,” and collectively, the “Principal Stockholders”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 29th, 2018 • Focus Financial Partners Inc. • Investment advice • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of [·], 2018, by and among Focus Financial Partners Inc., a Delaware corporation (the “Company”), Focus Financial Partners, LLC, a Delaware limited liability company (“Focus LLC”), the members of Focus LLC listed on the schedule of Members maintained by Focus LLC from time to time (the “Members”) and the stockholders of the Company listed on the signature page hereof (collectively, the “Stockholders”).
INCREMENTAL JOINDER TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENTCredit and Term Loan Agreement • December 14th, 2016 • Focus Financial Partners Inc. • Investment advice • New York
This INCREMENTAL JOINDER TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT, dated as of November 10, 2016 (this “Agreement”), is entered into by and among (a) Focus Financial Partners, LLC (the “Company”), a Delaware limited liability company, (b) the Incremental Revolving Lender (as defined below) and (c) Bank of America, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • May 24th, 2018 • Focus Financial Partners Inc. • Investment advice • New York
AMENDMENT NO. 2 under the First Lien Credit Agreement referred to below, dated as of March 2, 2018 (this “Amendment”), among FOCUS FINANCIAL PARTNERS, LLC, a Delaware limited liability company (together with its successors and assigns, the “Borrower”) and the Term Administrative Agent (as defined below).
AMENDMENT NO. 3 TO FIRST LIEN CREDIT AGREEMENT dated as ofFirst Lien Credit Agreement • May 24th, 2018 • Focus Financial Partners Inc. • Investment advice • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 31st, 2018 • Focus Financial Partners Inc. • Investment advice • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 30, 2018, by and among Focus Financial Partners Inc., a Delaware corporation (the “Company”), Focus Financial Partners, LLC, a Delaware limited liability company (“Focus LLC”), the members of Focus LLC listed on the schedule of Members maintained by Focus LLC from time to time (the “Members”) and the stockholders of the Company listed on the signature page hereof (collectively, the “Stockholders”).
AMENDMENT NO. 1 TO FIRST LIEN CREDIT AGREEMENT dated as ofFirst Lien Credit Agreement • May 24th, 2018 • Focus Financial Partners Inc. • Investment advice • New York
This AMENDMENT NO. 1 TO FIRST LIEN CREDIT AGREEMENT, dated as of January 17, 2018 (this “Amendment”), among FOCUS FINANCIAL PARTNERS, LLC, a Delaware limited liability company (the “Borrower”), ROYAL BANK OF CANADA, as term administrative agent and collateral agent (in such capacities, the “Term Administrative Agent”) under the Credit Agreement referred to below, each Repricing Participating Lender (as defined below) party hereto and the Fronting Bank (as defined below).
FOCUS FINANCIAL PARTNERS INC. (a Delaware corporation) 16,216,217 Shares of Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 31st, 2018 • Focus Financial Partners Inc. • Investment advice • New York
This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.
AMENDMENT NO. 11 TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • February 16th, 2023 • Focus Financial Partners Inc. • Investment advice • New York
AMENDMENT NO. 11 under the First Lien Credit Agreement referred to below, dated as of December 9, 2022 (this “Amendment”), among FOCUS FINANCIAL PARTNERS, LLC, a Delaware limited liability company (together with its successors and assigns, the “Borrower”) and the Revolver Administrative Agent (as defined below).
FOURTH AMENDED AND RESTATED OPERATING AGREEMENT OF FOCUS FINANCIAL PARTNERS, LLC DATED AS OF , 2018Operating Agreement • June 29th, 2018 • Focus Financial Partners Inc. • Investment advice • Delaware
This FOURTH AMENDED AND RESTATED OPERATING AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) of FOCUS FINANCIAL PARTNERS, LLC, a Delaware limited liability company (the “Company”), is entered into as of , 2018, by the parties (the “Members”) listed on the schedule of Members maintained by the Company, including those who join this Agreement after such date (the “Members Schedule”) in accordance with the Delaware Limited Liability Company Act, 6 De. C., 18-101, et seq., as amended from time to time (the “Act”).
FOCUS FINANCIAL PARTNERS INC. (a Delaware corporation) 7,000,000 Shares of Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 2nd, 2021 • Focus Financial Partners Inc. • Investment advice • New York
LIMITED GUARANTEELimited Guarantee • April 25th, 2023 • Focus Financial Partners Inc. • Investment advice • Delaware
This Limited Guarantee, dated as of February 27, 2023 (this “Limited Guarantee”), by Trident IX, L.P., Trident IX Parallel Fund, L.P. and Trident IX Professionals Fund, L.P. (each, a “Guarantor” and, collectively, the “Guarantors”), is in favor of Focus Financial Partners Inc., a Delaware corporation (the “Guaranteed Party”). Capitalized terms used herein but not defined shall have the meanings given thereto in the Merger Agreement (as defined below).
AMENDMENT NO. 1 AND WAIVER TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENTCredit and Term Loan Agreement • January 27th, 2016 • Focus Financial Partners Inc. • Investment advice • New York
This AMENDMENT NO. 1 AND WAIVER TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT, dated as of April 24, 2015 (the “Amendment”), is entered into by and among (a) Focus Financial Partners, LLC (the “Company”), a Delaware limited liability company, (b) the Lenders (as defined below) party hereto, and (c) Bank of America, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and as a Lender, L/C Issuer, and Swing Line Lender.
AMENDMENT NO. 7 TO FIRST LIEN CREDIT AGREEMENT dated as of January 25, 2021, among FOCUS FINANCIAL PARTNERS, LLC, as the Borrower, THE LENDERS PARTY HERETO, and ROYAL BANK OF CANADA, as Term Administrative Agent and Collateral Agent RBC CAPITAL...First Lien Credit Agreement • January 25th, 2021 • Focus Financial Partners Inc. • Investment advice • New York
This AMENDMENT NO. 7 TO FIRST LIEN CREDIT AGREEMENT, dated as of January 25, 2021 (this “Amendment”), among FOCUS FINANCIAL PARTNERS, LLC, a Delaware limited liability company (the “Borrower”), ROYAL BANK OF CANADA, as term administrative agent and collateral agent (in such capacities, the “Term Administrative Agent”) under the Credit Agreement referred to below and each new term loan lender party hereto (collectively, the “New Term Loan Lenders”).
FOURTH AMENDED AND RESTATED OPERATING AGREEMENT OF FOCUS FINANCIAL PARTNERS, LLC DATED AS OF JULY 30, 2018Registration Rights Agreement • July 31st, 2018 • Focus Financial Partners Inc. • Investment advice • Delaware
This FOURTH AMENDED AND RESTATED OPERATING AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) of FOCUS FINANCIAL PARTNERS, LLC, a Delaware limited liability company (the “Company”), is entered into as of July 30, 2018, by the parties (the “Members”) listed on the schedule of Members maintained by the Company, including those who join this Agreement after such date (the “Members Schedule”) in accordance with the Delaware Limited Liability Company Act, 6 De. C., 18-101, et seq., as amended from time to time (the “Act”).
FORM OF TRA WAIVER AND EXCHANGE AGREEMENTWaiver and Exchange Agreement • February 28th, 2023 • Focus Financial Partners Inc. • Investment advice • Delaware
This TRA Waiver and Exchange Agreement (the “Waiver Agreement”) is dated as of February [_], 2023, and is by and among Focus Financial Partners Inc., a Delaware corporation (the “Company”), the undersigned Persons under the heading "Holder" on the signature pages hereto (collectively, the “Holder”), and Ferdinand FFP Parent, Inc., a Delaware corporation (“Parent”). Each of the Company, the Holder and Parent are referred to herein, individually, as a “Party” and, collectively, as the “Parties.”
AMENDMENT NO. 6 TO FIRST LIEN CREDIT AGREEMENT dated as of January 27, 2020, among FOCUS FINANCIAL PARTNERS, LLC, as the Borrower, THE LENDERS PARTY HERETO, and ROYAL BANK OF CANADA, as Term Administrative Agent, Collateral Agent and Fronting Bank RBC...First Lien Credit Agreement • January 27th, 2020 • Focus Financial Partners Inc. • Investment advice • New York
This AMENDMENT NO. 6 TO FIRST LIEN CREDIT AGREEMENT, dated as of January 27, 2020 (this “Amendment”), among FOCUS FINANCIAL PARTNERS, LLC, a Delaware limited liability company (the “Borrower”), ROYAL BANK OF CANADA, as term administrative agent and collateral agent (in such capacities, the “Term Administrative Agent”) under the Credit Agreement referred to below, each Repricing Participating Lender (as defined below) party hereto and the Fronting Bank (as defined below).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • May 7th, 2020 • Focus Financial Partners Inc. • Investment advice • New York
THIS AMENDMENT NO. 1 (this “Amendment”) to the Employment Agreement referenced below is entered into on March 27, 2020 and effective as of December 31, 2019 (the “Amendment 1 Effective Date”) by and between FOCUS FINANCIAL PARTNERS, LLC, a Delaware limited liability company (“Focus”) and LEONARD CHANG (“Executive”).
AMENDMENT NO. 1 TO THE FOURTH AMENDED AND RESTATED OPERATING AGREEMENT OF FOCUS FINANCIAL PARTNERS, LLCOperating Agreement • May 9th, 2019 • Focus Financial Partners Inc. • Investment advice • Delaware
This Amendment No. 1 (this “Amendment”) to the Fourth Amended and Restated Operating Agreement, dated as of March 6, 2019 (the “Agreement”), of Focus Financial Partners, LLC, a Delaware limited liability company (the “Company”), is made and entered into by the Managing Member, the KKR Entities and the Trident Entities in accordance with Section 11.1(a) of the Agreement and shall become effective as of the date hereof. Capitalized terms used but not defined herein are defined in the Agreement.
FOCUS FINANCIAL PARTNERS INC. COMPENSATORY STOCK OPTION AGREEMENTCompensatory Stock Option Agreement • July 31st, 2018 • Focus Financial Partners Inc. • Investment advice • Delaware
This COMPENSATORY STOCK OPTION AGREEMENT (this “Agreement”) is executed as of [ ] (the “Effective Date”), by and between Focus Financial Partners Inc., a Delaware corporation (the “Company”), and [ ] (“you” or the “Holder”).
AMENDMENT NO. 5 TO FIRST LIEN CREDIT AGREEMENT dated as of July 26, 2019, among FOCUS FINANCIAL PARTNERS, LLC, as the Borrower, THE LENDERS PARTY HERETO, and ROYAL BANK OF CANADA, as Term Administrative Agent and Collateral AgentFirst Lien Credit Agreement • July 26th, 2019 • Focus Financial Partners Inc. • Investment advice • New York
This AMENDMENT NO. 5 TO FIRST LIEN CREDIT AGREEMENT, dated as of July 26, 2019 (this “Amendment”), among FOCUS FINANCIAL PARTNERS, LLC, a Delaware limited liability company (the “Borrower”), ROYAL BANK OF CANADA, as term administrative agent and collateral agent (in such capacities, the “Term Administrative Agent”) under the Credit Agreement referred to below and each new term loan lender party hereto (collectively, the “New Term Loan Lenders”).
AMENDMENT NO. 12 TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • April 19th, 2023 • Focus Financial Partners Inc. • Investment advice • New York
AMENDMENT NO. 12 under the First Lien Credit Agreement referred to below, dated as of March 30, 2023 (this “Amendment”), among FOCUS FINANCIAL PARTNERS, LLC, a Delaware limited liability company (together with its successors and assigns, the “Borrower”), ROYAL BANK OF CANADA, as term administrative agent (in such capacity, the “Term Administrative Agent”) under the First Lien Credit Agreement referred to below and each term loan lender holding Tranche A Term Loan Commitments or Tranche A Term Loans (the “Tranche A Term Loan Lenders”).
FOCUS FINANCIAL PARTNERS INC. (a Delaware corporation) 7,417,929 Shares of Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 23rd, 2021 • Focus Financial Partners Inc. • Investment advice • New York
Commitment Letter (the “Commitment Letter”)Focus Financial Partners Inc. • April 25th, 2023 • Investment advice
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as the same may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Ferdinand FFP Acquisition, LLC, a Delaware limited liability company (“Parent”), Ferdinand FFP Merger Sub 1, Inc., a Delaware corporation (“Company Merger Sub”), Ferdinand FFP Merger Sub 2, LLC, a Delaware limited liability company (“LLC Merger Sub”), and Focus Financial Partners Inc., a Delaware corporation (the “Company”), pursuant to which Company Merger Sub will be merged with and into the Company (the “Company Merger”) and the Company will continue as the surviving corporation of the Company Merger and LLC Merger Sub will be merged with and into Focus LLC the (“LLC Merger”) and Focus LLC will continue as the surviving limited liability company of the LLC Merger. This letter is being delivered to Parent to induce the Company to enter into the Merger Agreement. Capitalized terms use
INCENTIVE UNIT AWARD AGREEMENTIncentive Unit Award Agreement • June 29th, 2018 • Focus Financial Partners Inc. • Investment advice • Delaware
INCENTIVE UNIT AWARD AGREEMENT (this “Agreement”) is executed this day of , 20 (the “Execution Date”), by and between Focus Financial Partners, LLC, a Delaware limited liability company (the “Company”), and (the “Unit Holder”), to become effective (the “Effective Date”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Third Amended and Restated Operating Agreement of the Company, dated as of July 3, 2017 (as amended and/or restated and in effect from time to time, the “Operating Agreement”) or as applicable, in the Restricted Incentive Unit Plan of the Company (as amended and/or restated and in effect from time to time, the “Plan”).
Commitment Letter (the “Commitment Letter”)Focus Financial Partners Inc. • April 25th, 2023 • Investment advice
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as the same may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among, Ferdinand FFP Acquisition, LLC, a Delaware limited liability company (“Parent”), Ferdinand FFP Merger Sub 1, Inc., a Delaware corporation (“Company Merger Sub”), Ferdinand FFP Merger Sub 2, LLC, a Delaware limited liability company (“LLC Merger Sub”, and together with Company Merger Sub, the “Merger Subs”), Focus Financial Partners Inc., a Delaware corporation (the “Company”), and Focus Financial Partners, LLC, a Delaware limited liability company ("Focus LLC"), pursuant to which Company Merger Sub will be merged with and into the Company (the “Company Merger”) and the Company will continue as the surviving corporation of the Company Merger and LLC Merger Sub will be merged with and into Focus LLC the (“LLC Merger”) and Focus LLC will continue as the surviving limited liability compan
WAIVER AND AMENDMENT NO. 10 TO FIRST LIEN CREDIT AGREEMENT dated as of November 28, 2022, among FOCUS FINANCIAL PARTNERS, LLC, as the Borrower, THE LENDERS PARTY HERETO, ROYAL BANK OF CANADA, as Term Administrative Agent, Collateral Agent and Fronting...First Lien Credit Agreement • November 29th, 2022 • Focus Financial Partners Inc. • Investment advice • New York
WHEREAS, pursuant to the Securities Purchase Agreement, dated as of April 12, 2017 (the “Acquisition Agreement”), by and among the Borrower, the Investor and the equityholders’ representative named therein, the Investor and the other Initial Investors will directly or indirectly acquire certain newly issued and existing units of the Borrower as described in the Acquisition Agreement;
NOMINATION AGREEMENTNomination Agreement • July 31st, 2018 • Focus Financial Partners Inc. • Investment advice • Delaware
This NOMINATION AGREEMENT (this “Agreement”), dated as of July 30, 2018, is entered into by and between Focus Financial Partners Inc., a Delaware corporation (the “Company”), and each of the stockholders of the Company whose name appears on the signature pages hereto (each a “Principal Stockholder,” and collectively, the “Principal Stockholders”).
