MANNING & NAPIER, INC. (a Delaware corporation) 12,500,000 Shares of Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 7th, 2011 • Manning & Napier, Inc. • Investment advice • New York
FORM OF AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholders Agreement • November 7th, 2011 • Manning & Napier, Inc. • Investment advice • New York
AMENDED AND RESTATED SHAREHOLDERS AGREEMENT dated as of , 2011, among Manning & Napier Alternative Opportunities, Inc., (the “Company”) and those Persons who are individuals and whose signatures are attached hereto. Each such individual, other than William Manning (“Manning”), for so long as they own their Shares, is hereinafter referred to as an “Employee” and collectively as the “Employees”. The Employees and Manning for so long as they own Shares are hereinafter referred to collectively as the “Shareholders” and individually as a “Shareholder.”
AMENDED AND RESTATED OPERATING AGREEMENT Amended and restated as of , 2011 Manning & Napier Capital Company, L.L.C.Operating Agreement • November 7th, 2011 • Manning & Napier, Inc. • Investment advice
AMENDED AND RESTATED OPERATING AGREEMENT (this “Operating Agreement”) of Manning & Napier Capital Company, L.L.C. (“MNCC”), as amended and restated as of , 2011 by and among the parties who execute this Agreement.
