SHARE REDEMPTION AND EXCHANGE AGREEMENT
THIS SHARE REDEMPTION AND EXCHANGE AGREEMENT (Agreement) is made and entered into as of this 30th day of June, 2021, by and among Manning & Napier, Inc., a Delaware corporation (the Company), Manning & Napier Group, LLC, a Delaware limited liability company (Manning & Napier Group) and M&N Group Holdings, LLC, a Delaware limited liability company (Group Holdings or the Holder).
W I T N E S S E T H:
WHEREAS, in connection with a series of transactions involving a group of privately-held, affiliated companies including MNA Advisors, Inc. (f/k/a Manning & Napier Advisors, Inc.), a New York corporation (MNA) and Manning & Napier Capital Company, LLC, a New York limited liability company (MNCC) (collectively, the Affiliated Companies) and pursuant to the terms of that certain Exchange Agreement between the Company, Group Holdings, MNCC and the holders of Units that are party thereto (the Exchange Agreement), certain ownership interests of Manning & Napier Group beneficially held by the shareholders of the Affiliated Companies are eligible to be exchanged.
WHEREAS, pursuant to the terms of the Exchange Agreement, shareholders of the Affiliated Companies delivered to the Company Exchange Notices (as defined in the Exchange Agreement) on or before March 15, 2021 indicating that they would tender their beneficial interests in the Units.
WHEREAS, pursuant to the terms of the Exchange Agreement, the independent directors of the Board of Directors of the Company decided that the Company would issue one Class A Share in exchange for each beneficial interest in a Unit tendered.
WHEREAS, subject to the terms and conditions set forth in that certain Share Redemption and Exchange Agreement (the Redemption and Exchange Agreement) entered into concurrently with this Agreement between Group Holdings and MNA, MNA is exchanging, in a redemption, units of Group Holdings, which represent beneficial interests in the Units, to Group Holdings in exchange for Class A Shares.
WHEREAS, concurrently with this Agreement, MNA is allocating Class A Shares among its shareholders (the Shareholders) who shall, in exchange, provide to MNA shares of MNA, which represent beneficial interests in the Units.
WHEREAS, subject to the terms and conditions set forth herein, Group Holdings desires to exchange 1,562 ###-###-#### Units, which amount corresponds to the ownership percentage of Manning & Napier Group that is being exchanged by the Shareholders, for 1,562 ###-###-#### Class A Shares, such that Group Holdings may deliver the Class A Shares to MNA, such that MNA may subsequently allocate such Class A Shares to the Shareholders (the Exchange).
WHEREAS, the Parties are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the provisions of Section 4(a)(2) of the 1933 Act and Regulation D promulgated under the 1933 Act.