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, between M&N Group Holdings, LLC, a Delaware limited liability company (Group Holdings), and MNA Advisors, Inc. (f/k/a Manning & Napier Advisors, Inc.), a New York corporation (MNA or the Holder).
W I T N E S S E T H:
WHEREAS, in connection with a series of transactions involving the Holder and pursuant to the terms of that certain Exchange Agreement between Manning & Napier, Inc., a Delaware corporation (the Company), Group Holdings, Manning & Napier Capital Company, LLC, a New York limited liability company, and the holders of Units that are party thereto (the Exchange Agreement), certain ownership interests of Manning & Napier Group, LLC, a Delaware limited liability company (Manning & Napier Group) beneficially held by the shareholders of the Holder (the Shareholders) are eligible to be exchanged.
WHEREAS, pursuant to the terms of the Exchange Agreement, the Shareholders 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, concurrently with this Agreement, MNA is allocating Class A Shares among 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 in that certain Share Redemption and Exchange Agreement entered into concurrently with this Agreement by and among the Company, Manning & Napier Group and Group Holdings, Group Holdings is exchanging Units, which amount corresponds to the ownership percentage of Manning & Napier Group that is being exchanged by the Shareholders, for Class A Shares.
WHEREAS, subject to the terms and conditions set forth herein, the Holder desires to exchange, in a redemption, 1,565 ###-###-#### Holdings Units for 1,562 ###-###-#### Class A Shares, such that the Holder may deliver the 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.
NOW, THEREFORE, in consideration of the foregoing premises, the respective covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound hereby, hereby agree as follows: