Manning & Napier, Inc. Contracts & Agreements

Form of Tax Receivable Termination Agreement and Release, effective as of September 1, 2022, by and between the Company and certain holders of interests in the Tax Receivables... (Filed With SEC on September 8, 2022)

Support Agreement, dated March 31, 2022, by and among Callodine MidCo, Inc. and executive officers of Manning & Napier, Inc (Filed With SEC on May 10, 2022)

Rollover Agreement, dated March 31, 2022, by and among Callodine MN Holdings, Inc. and Marc Mayer (Filed With SEC on May 10, 2022)

Employment Agreement (Filed With SEC on May 10, 2022)

Merger Agreement, dated March 31, 2022, by and among, Callodine Midco, Inc., Callodine Merger Sub, Inc., Callodine Merger Sub, LLC, Manning & Napier, Inc., and Manning & Napier... (Filed With SEC on April 1, 2022)

Description of Securities (Filed With SEC on March 15, 2022)

Form of LTIP Award Agreement under the Manning & Napier 2018 Long-Term Incentive Plan - Manning & Napier Fund, Inc. Investment (Filed With SEC on March 15, 2022)

Form of LTIP Award Agreement under the Manning & Napier 2018 Long-Term Incentive Plan - Deferred Incentive Compensation Program (Filed With SEC on March 15, 2022)

Fourth Amendment to the Amended and Restated Limited Liability Company Agreement of M&N Group Holdings, LLC dated as of January 1, 2021, by and among the Members of M&N Group... (Filed With SEC on March 15, 2022)

Substitution and Assumption Agreement and Release (Filed With SEC on March 15, 2022)

Form of Joinder Agreement (Filed With SEC on March 15, 2022)

Share Redemption and Exchange Agreement by and among Manning & Napier, Inc., M&N Group Holdings, LLC and Manning & Napier Group, LLC, dated June 30, 2021 (Filed With SEC on July 6, 2021)

Share Redemption and Exchange Agreement between M&N Group Holdings, LLC and MNA Advisors, Inc., dated June 30, 2021 (Filed With SEC on July 6, 2021)

Share Redemption and Exchange Agreement by and among Manning & Napier, Inc., Manning & Napier Group, LLC and Manning & Napier Capital Company, LLC, dated June 30, 2021 (Filed With SEC on July 6, 2021)

Form of Share Redemption and Exchange Agreement between Manning & Napier Capital Company, LLC and unitholders of Manning & Napier Capital Company, LLC, dated June 30, 2021 (Filed With SEC on July 6, 2021)

Description of Securities (Filed With SEC on March 17, 2021)

Form of Restricted Stock Award Agreement, as amended January 13, 2021, under the Manning (Filed With SEC on March 17, 2021)

First Amendment to Employment Agreement of Marc Mayer, effective December 31, 2020 (Filed With SEC on January 7, 2021)

Form of Redemption Agreement between M&N Group Holdings, LLC and William Manning, dated May 11, 2020 (Filed With SEC on August 14, 2020)

Form of Redemption Agreement between M&N Group Holdings, LLC and Manning & Napier Associates, L.L.C., dated May 11, 2020 (Filed With SEC on August 14, 2020)

Form of Redemption Agreement between M&N Group Holdings, LLC and MNA Advisors, Inc., dated May 11, 2020 (Filed With SEC on August 14, 2020)

Form of Redemption Agreement between MNA Advisors, Inc. and William Manning, dated May 11, 2020 (Filed With SEC on August 14, 2020)

Form of Redemption Agreement between Manning & Napier Capital Company, LLC and William Manning, dated May 11, 2020 (Filed With SEC on August 14, 2020)

Third Amendment to the Amended and Restated Limited Liability Company Agreement of M&N Group Holdings, LLC dated as of March 3, 2020 by and among the Members of M&N Group... (Filed With SEC on May 15, 2020)

Second Amendment to Amended and Restated Limited Liability Company Agreement of Manning & Napier Group, LLC dated as of March 3, 2020 by and among the members of Manning & Napier... (Filed With SEC on May 15, 2020)

Second Amendment to Amended and Restated Operating Agreement of Manning & Napier Capital Company, L.L.C. dated as of March 3, 2020 by and among the members of Manning & Napier... (Filed With SEC on May 15, 2020)

Form of Redemption Agreement between M&N Group Holdings, LLC and Manning & Napier Group, LLC, dated May 11, 2020 (Filed With SEC on May 15, 2020)

Form of Redemption Agreement between Manning & Napier Capital Company, L.L.C. and Manning & Napier Group, LLC, dated May 11, 2020 (Filed With SEC on May 15, 2020)

Rights Agreement between Manning & Napier, Inc. and American Stock Transfer & Trust Company, LLC, including Form of Right Certificate as Exhibit A (Filed With SEC on April 14, 2020)

Description of Securities (Filed With SEC on March 13, 2020)

Form of Restricted Stock Award Agreement, as amended February 1, 2020, under the Manning & Napier, Inc. 2011 Equity Compensation Plan (Filed With SEC on March 13, 2020)

Purchase Agreement, dated June 28, 2019, by and between Manning & Napier Group, LLC, Manning Partners, LLC and Perspective Partners, LLC (Filed With SEC on August 13, 2019)

Form of Redemption Agreement between M&N Group Holdings, LLC and Manning & Napier Group, LLC, dated May 2, 2019 (Filed With SEC on May 6, 2019)

Form of Redemption Agreement between Manning & Napier Capital Company and Manning & Napier Group, LLC, dated May 2, 2019 (Filed With SEC on May 6, 2019)

Form of Restricted Stock Award Agreement, as amended December 1, 2018, under the Manning & Napier, Inc. 2011 Equity Compensation Plan (Filed With SEC on March 27, 2019)

Manning & Napier 2018 Long-Term Incentive Plan (Filed With SEC on March 27, 2019)

Form of LTIP Award Agreement under the Manning & Napier 2018 Long-Term Incentive Plan (Filed With SEC on March 27, 2019)

Employment Agreement, dated January 30, 2019, of Marc Mayer (Filed With SEC on March 27, 2019)

Restricted Stock Unit Award Agreement, dated January 30, 2019, by and between Manning & Napier, Inc., and Marc Mayer (Filed With SEC on March 27, 2019)

Time-Vesting Stock Option Agreement, dated January 30, 2019, by and between Manning & Napier, Inc., and Marc Mayer (Filed With SEC on March 27, 2019)

Performance-Vesting Stock Option Agreement, dated January 30, 2019, by and between Manning & Napier, Inc., and Marc Mayer (Filed With SEC on March 27, 2019)

Form of Redemption Agreement between M&N Group Holdings, LLC and Manning & Napier Group, LLC, dated March 30, 2018 (Filed With SEC on April 2, 2018)

Form of Redemption Agreement between Manning & Napier Capital Company, L.L.C. and Manning & Napier Group, LLC, dated March 30, 2018 (Filed With SEC on April 2, 2018)

Form of Restricted Stock Award Agreement under the Manning & Napier, Inc. 2011 Equity Compensation Plan (Filed With SEC on March 16, 2018)

REDEMPTION AGREEMENT (Filed With SEC on April 4, 2017)

FIRST AMENDMENT TO CREDIT AGREEMENT (Filed With SEC on May 10, 2016)

REDEMPTION AGREEMENT (Filed With SEC on May 2, 2016)

$100,000,000 CREDIT AGREEMENT dated as of April 23, 2015, by and among MANNING & NAPIER, INC., as the Managing Member, MANNING & NAPIER GROUP, LLC, and MANNING & NAPIER ADVISORS,... (Filed With SEC on April 24, 2015)

GUARANTY (Filed With SEC on April 24, 2015)

REDEMPTION AGREEMENT (Filed With SEC on March 30, 2015)

MANNING & NAPIER, INC. 2011 EQUITY COMPENSATION PLAN RESTRICTED STOCK AWARD AGREEMENT (Filed With SEC on March 16, 2015)

AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MANNING & NAPIER GROUP, LLC (A Delaware Limited Liability Company) (Filed With SEC on March 16, 2015)

AMENDMENT TO AMENDED AND RESTATED OPERATING AGREEMENT OF MANNING & NAPIER CAPITAL COMPANY, L.L.C. (A New York Limited Liability Company) (Filed With SEC on March 16, 2015)

AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF M&N GROUP HOLDINGS, LLC (A Delaware Limited Liability Company) (Filed With SEC on March 16, 2015)

AMENDMENT TO AMENDED AND RESTATED SHAREHOLDER AGREEMENT OF MNA ADVISORS, INC. A New York Corporation (Filed With SEC on March 16, 2015)

REDEMPTION AGREEMENT (Filed With SEC on April 1, 2014)

SECOND AMENDMENT TO AMENDED AND RESTATED SHAREHOLDER AGREEMENT OF MNA ADVISORS, INC. A New York Corporation (Filed With SEC on May 9, 2013)

REDEMPTION AGREEMENT (Filed With SEC on April 1, 2013)

FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF M&N GROUP HOLDINGS, LLC A Delaware Limited Liability Company (Filed With SEC on March 15, 2013)

FIRST AMENDMENT TO AMENDED AND RESTATED SHAREHOLDER AGREEMENT OF MNA ADVISORS, INC. A New York Corporation (Filed With SEC on March 15, 2013)

DAILY ADJUSTING LIBOR REVOLVING LINE NOTE New York (Filed With SEC on February 13, 2013)

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT MANNING & NAPIER GROUP,LLC (A Delaware Limited Liability Company) Effective October 1, 2011 (Filed With SEC on March 28, 2012)

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT M&N GROUP HOLDINGS, LLC (A Delaware Limited Liability Company) Effective October 1, 2011 (Filed With SEC on March 28, 2012)

EXCHANGE AGREEMENT (Filed With SEC on March 28, 2012)

TAX RECEIVABLE AGREEMENT dated as of November 23, 2011 TABLE OF CONTENTS (Filed With SEC on March 28, 2012)

REGISTRATION RIGHTS AGREEMENT (Filed With SEC on March 28, 2012)

MANNING & NAPIER, INC. 2011EQUITY COMPENSATION PLAN MANNING & NAPIER, INC. 2011 EQUITY COMPENSATION PLAN (Filed With SEC on March 28, 2012)

AMENDED AND RESTATED SHAREHOLDERS AGREEMENT OF MNA ADVISORS, INC. Dated November 23, 2011 TABLE OF CONTENTS (Filed With SEC on March 28, 2012)

AMENDED AND RESTATED SHAREHOLDERS AGREEMENT OF M&N ADVISORY ADVANTAGE CORPORATION Dated November 23, 2011 TABLE OF CONTENTS (Filed With SEC on March 28, 2012)

AMENDED AND RESTATED SHAREHOLDERS AGREEMENT OF M&N ALTERNATIVE OPPORTUNITIES, INC. Dated November 23, 2011 TABLE OF CONTENTS (Filed With SEC on March 28, 2012)

AMENDED AND RESTATED OPERATING AGREEMENT Amended and restated as of November 23, 2011 Manning & Napier Capital Company, L.L.C. TABLE OF CONTENTS (Filed With SEC on March 28, 2012)

PURCHASE AGREEMENT (Filed With SEC on March 28, 2012)

MANNING & NAPIER GROUP, LLC 290 Woodcliff Drive Fairport, New York 14450 (Filed With SEC on March 28, 2012)

MANNING & NAPIER GROUP, LLC 290 Woodcliff Drive Fairport, New York 14450 October 27, 2011 (Filed With SEC on March 28, 2012)

MANNING & NAPIER, INC. (a Delaware corporation) 12,500,000 Shares of Class A Common Stock UNDERWRITING AGREEMENT (Filed With SEC on November 7, 2011)

FORM OF AMENDED AND RESTATED SHAREHOLDERS AGREEMENT TABLE OF CONTENTS (Filed With SEC on November 7, 2011)

AMENDED AND RESTATED OPERATING AGREEMENT Amended and restated as of , 2011 Manning & Napier Capital Company, L.L.C. TABLE OF CONTENTS (Filed With SEC on November 7, 2011)

PURCHASE AGREEMENT (Filed With SEC on October 31, 2011)

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT MANNING & NAPIER GROUP, LLC (A Delaware Limited Liability Company) Dated as of , 2011 (Filed With SEC on September 26, 2011)

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT M&N GROUP HOLDINGS, LLC (A Delaware Limited Liability Company) Dated as of , 2011 (Filed With SEC on September 26, 2011)

EXCHANGE AGREEMENT (Filed With SEC on September 26, 2011)

TAX RECEIVABLE AGREEMENT dated as of , 2011 TABLE OF CONTENTS (Filed With SEC on September 26, 2011)

REGISTRATION RIGHTS AGREEMENT (Filed With SEC on September 26, 2011)

MANNING & NAPIER, INC. 2011EQUITY COMPENSATION PLAN MANNING & NAPIER, INC. 2011 EQUITY COMPENSATION PLAN (Filed With SEC on September 26, 2011)

MANNING & NAPIER GROUP, LLC AWARD AGREEMENT (Filed With SEC on September 26, 2011)

MANNING & NAPIER, INC. 2011 EQUITY COMPENSATION PLAN STOCK OPTION AGREEMENT (Filed With SEC on September 26, 2011)

FORM OF AMENDED AND RESTATED SHAREHOLDERS AGREEMENT TABLE OF CONTENTS (Filed With SEC on September 26, 2011)

INDEMNIFICATION AGREEMENT (Filed With SEC on September 26, 2011)

AGREEMENT (Filed With SEC on September 26, 2011)

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Manning & Napier, Inc. Contracts & Agreements