PIPER JAFFRAY COMPANIES AMENDED AND RESTATED PERFORMANCE SHARE UNIT AGREEMENTPiper Jaffray Companies • May 4th, 2016 • Piper Jaffray Companies • Security brokers, dealers & flotation companies • Delaware
This is a Performance Share Unit Agreement (“Agreement”) between Piper Jaffray Companies, a Delaware corporation (the “Company”), and the above-named employee of the Company (the “Employee”).
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • May 4th, 2016 • Piper Jaffray Companies • Security brokers, dealers & flotation companies • Delaware
This is a Restricted Stock Agreement (“Agreement”) between Piper Jaffray Companies, a Delaware corporation (the “Company”), and the above-named individual (the “Recipient”). This Agreement is being entered into by the Company and Recipient pursuant to that certain Securities Purchase Agreement (the “Securities Purchase Agreement”), dated November 16, 2015, by and among Piper Jaffray & Co., Simmons & Company International, and other related entities. All capitalized terms used but not defined herein shall be defined as in the Securities Purchase Agreement to the extent defined therein.
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENTPiper Jaffray Companies • May 4th, 2016 • Security brokers, dealers & flotation companies
This First Amendment to Securities Purchase Agreement (this “First Amendment”), dated as of February 25, 2016, is made among (i) Piper Jaffray Companies, a Delaware corporation (“Parent”), (ii) Piper Jaffray & Co., a Delaware corporation (“Buyer”), (iii) Simmons & Company International, a Texas corporation (“TexCo”), (iv) SCI JV LP, a Texas limited partnership (“Seller”), (v) SCI GP, LLC, a Texas limited liability company (“GP Seller”), and (vi) Simmons & Company International Holdings LLC, a Texas limited liability company (“Seller HoldCo” and together with Seller and GP Seller, the “Seller Parties”). Capitalized terms used herein but not otherwise defined herein shall have the respective meanings assigned to such terms in that certain Securities Purchase Agreement, dated November 16, 2015, by and among the Parent, Buyer, TexCo, and the Seller Parties (as amended, the “Purchase Agreement”).
CONSULTING AGREEMENT FOR SERVICES OF INDEPENDENT CONTRACTORConsulting Agreement for Services of Independent • May 4th, 2016 • Piper Jaffray Companies • Security brokers, dealers & flotation companies • Texas
THIS CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of November 16, 2015, (the “Effective Date”) by and between Piper Jaffray & Co., a Delaware corporation (the “Company”), a registered broker-dealer and FINRA member firm, and Michael E. Frazier, an individual (the “Contractor”), as a material inducement to the Company to enter into that certain Securities Purchase Agreement, dated November 16, 2015, by and among the Company, Simmons & Company International, a Texas corporation (together with any successors in interest, “Simmons”), and certain affiliates (the “Purchase Agreement”), pursuant to which the Company has agreed to purchase all of the outstanding equity interests of Simmons& Company International LP, a Delaware limited partnership (the “Purchase”), and in connection with which the Contractor shall receive shares of restricted common stock of Piper Jaffray Companies, a Delaware corporation and the Company’s parent (“Parent”), as a portion of Contractor’s c
