Page | ||
ARTICLE I BASIC TRANSACTION | 1 | |
1.1 | Purchase and Sale of Interests | 1 |
ARTICLE II CLOSING | 6 | |
2.1 | Closing | 6 |
2.2 | Conditions to Seller’s Obligations | 6 |
2.3 | Conditions to Purchaser Obligations | 7 |
ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER | 8 | |
3.1 | Organization, Existence, and Qualification of the Subject Companies | 8 |
3.2 | Authority, Due Execution, Delivery, and Performance of the Agreement of Seller | 8 |
3.3 | Capitalization | 9 |
3.4 | Sale and Delivery of the Interest | 10 |
3.5 | Subsidiaries | 10 |
3.6 | No Defaults | 10 |
3.7 | No Actions | 11 |
3.8 | Compliance | 11 |
3.9 | Financial Statements | 12 |
3.10 | No Undisclosed Liabilities | 13 |
3.11 | Title to Assets | 13 |
3.12 | Taxes and Tax Returns | 13 |
3.13 | Litigation | 14 |
3.14 | Real Property | 14 |
3.15 | Employee Benefit Plans | 15 |
3.16 | Material Contracts | 15 |
3.17 | Bank Accounts | 16 |
3.18 | Officers and Employees | 16 |
3.19 | Brokers | 16 |
3.20 | Books and Records | 16 |
3.21 | Disclosure | 17 |
3.22 | Customers | 17 |
3.23 | Intellectual Property | 18 |
3.24 | Sanctions and Anti-Money Laundering | 18 |
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PURCHASER | 19 | |
4.1 | Organization and Existence | 19 |
4.2 | Authority, Due Execution, Delivery, and Performance of the Agreement | 19 |
4.3 | Accredited Investor | 20 |
4.4 | Brokers | 21 |
4.5 | Vote Required | 21 |
4.6 | Other Information | 21 |
4.7 | Independent Investigation | 21 |
4.8 | Financing | 21 |
4.9 | No Other Representations and Warranties | 21 |
ARTICLE V SURVIVAL OF REPRESENTATIONS AND WARRANTIES | 22 | |
ARTICLE VI COVENANTSAND ADDITIONAL AGREE MENTS | 22 | |
6.1 | Due Diligence Review; Access to Information | 22 |
6.2 | Notifications | 23 |
6.3 | Employee Matters | 23 |
6.4 | Confidentiality | 23 |
6.5 | Tax Matters | 23 |
6.6 | Expenses | 24 |
6.7 | Publicity | 24 |
6.8 | Conduct of the Business | 24 |
6.9 | Client Consents | 26 |
6.10 | Further Assurances | 26 |
6.11 | Kissinger Division | 26 |
6.12 | Governmental Approvals and Consents | 26 |
6.13 | Retained Rights and Liabilities; Litigation Cooperation | 28 |
6.14 | Closing Conditions | 28 |
6.15 | Disclosure Schedules | 28 |
6.16 | No Shopping | 29 |
ARTICLE VII INDEMNIFICATION | 29 | |
7.1 | Indemnification by Seller | 29 |
7.2 | Indemnification by Purchaser | 30 |
7.3 | Requests for Indemnification | 31 |
7.4 | Right to Set Off; Insurance, Tax and Other Benefits | 32 |
7.5 | Exclusivity | 33 |
7.6 | Payments; Adjustment to Purchase Price | 33 |
ARTICLE VIII TERMINATION | 33 | |
8.1 | Termination | 33 |
8.2 | Effect of Termination | 34 |
ARTICLE IX MISCELLANEOUS | 34 | |
9.1 | Notices | 34 |
9.2 | Amendment and Waiver | 35 |
9.3 | Headings | 36 |
9.4 | Severability | 36 |
9.5 | Governing Law | 36 |
9.6 | Counterparts; Electronic Signatures | 36 |
9.7 | Remedies | 36 |
9.8 | Dispute Resolution | 36 |
9.9 | Entire Agreement | 37 |
9.10 | Binding Effect; Persons Benefiting; Assignment | 37 |
9.11 | Interpretation | 38 |
9.12 | No Third-party Beneficiaries | 38 |
9.13 | Specific Performance | 38 |
BASIC TRANSACTION
1.1 | Purchase and Sale of Interests. |
(i) | Post Closing Adjustment. |
Purchase and Sale Agreement
Purchase and Sale Agreement
Purchase and Sale Agreement
Purchase and Sale Agreement
Purchase and Sale Agreement
Purchase and Sale Agreement
Closing Date, except as set forth on the Disclosure Schedules (as hereinafter defined), as follows:
Purchase and Sale Agreement
Purchase and Sale Agreement
Purchase and Sale Agreement
Purchase and Sale Agreement
notice filings required in connection with their status as a broker dealer or investment advisor.
Purchase and Sale Agreement
Purchase and Sale Agreement
Purchase and Sale Agreement
Purchase and Sale Agreement
Purchase and Sale Agreement
Purchase and Sale Agreement
Purchase and Sale Agreement
REPRESENTATIONS AND WARRANTIES OF PURCHASER
Purchase and Sale Agreement
Purchase and Sale Agreement
Purchase and Sale Agreement
SURVIVAL OF REPRESENTATIONS AND WARRANTIES
COVENANTS AND ADDITIONAL AGREEMENTS
Purchase and Sale Agreement
Purchase and Sale Agreement
Purchase and Sale Agreement
Purchase and Sale Agreement
Purchase and Sale Agreement
Purchase and Sale Agreement
INDEMNIFICATION
Purchase and Sale Agreement
TERMINATION
MISCELLANEOUS
if to Seller, to: | Mr. Daniel J. Rodriguez |
Lee Equity Partners | |
650 Madison Avenue, 21st Floor | |
New York, New York 10022 | |
E-Mail: drodriguez@thlcapital.com | |
with a copy to: | Timothy T. Samson |
Thompson & Knight LLP | |
333 Clay Street, Suite 3300 | |
Houston, Texas 77002 | |
E-Mail: Tim.Samson@tklaw.com | |
with a copy to: | Robert Corne |
Affiliated Wealth Partners Holdings LLC | |
dba WealthTrust | |
600 Travis Street, Suite 5900 | |
Houston, Texas 77002 | |
E-Mail: rcorne@wealthtrust.com | |
if to Purchaser, to: | Tectonic Holdings LLC |
6900 N. Dallas Parkway | |
Plano, Texas 75024 | |
Attn: A. Haag Sherman | |
E-Mail: hsherman@tectonicadvisors.com | |
with a copy to: | Strasburger Price |
901 Main Street, Suite 4400 | |
Dallas, Texas 75202 | |
Attn: Kevin S. Woltjen | |
E-Mail: kevin.woltjen@strasburger.com |
SELLER: | ||
SUMMER WEALTH MANAGEMENT, LLC | ||
By: | /s/ Robert J. Corne | |
Name: | Robert J. Corne | |
Title: | CFO |
PURCHASER: | ||
TECTONIC HOLDINGS, LLC | ||
By: | /s/ A. Haag Sherman | |
Name: | A. Haag Sherman | |
Title: | CEO |
Exhibits | |
Exhibit A | Defined Terms |
Exhibit B | Assignment of Interests |
Exhibit C | Transitional Services Agreement -Terms |
Exhibit D | Sublease Agreement -Terms |
Schedules | |
Schedule 3.2(b) | Seller Required Approvals |
Schedule 3.3 | Purchase Rights |
Schedule 3.7 | Actions & Investigations |
Schedule 3.8(a) | Compliance |
Schedule 3.8(d) | Ethics and Insider Trading Violations |
Schedule 3.8(f) | States where Filings Required |
Schedule 3.8(g) | Governmental Entity Examinations |
Schedule 3.10 | Undisclosed Liabilities |
Schedule 3.11 | Title to Assets |
Schedule 3.12 | Taxes and Tax Returns |
Schedule 3.13 | Litigation |
Schedule 3.14 | Real Property |
Schedule 3.16 | Material Contracts |
Schedule 3.17 | Bank Accounts |
Schedule 3.18 | Officers & Employees |
Schedule 3.22(a) | Brokerage Agreement |
Schedule 3.22(b) | Advisory Agreement |
Schedule 3.23(a) | Intellectual Property and Licenses |
Schedule 3.23(b) | Patents; Copyrights; Trademarks |
Schedule 4.2(b) | Purchaser Required Governmental Approvals |
Schedule 6.3 | Employee Matters |
Schedule 6.12(b) | Third Party Consents |
Schedule A-1 | DAS Clients |
Schedule A-2 | Miller Green Clients |
Exhibit A
DEFINED TERMS
When used in this Agreement, the following terms will have the meanings respectively indicated:
“Actual Revenues” means, Revenue of the SM Companies and HWG, which shall specifically include (without limitation) all Revenue generated from any client of any of the SM Companies and HWG, who was a client of any of the SM Companies or HWG before, or after the Closing Date (including, but not limited to, the DAS Client Base). Actual Revenues shall not include (a) the Reversionary Interest, or (b) Revenues generated by any Person who is not an employee of any of the Companies as of the date hereof, solely with respect to any client of any of the Companies which becomes a client of any of the Subject Companies after the date hereof or (c) MG Revenues. Notwithstanding anything to the contrary in this Agreement, (i) no Revenue shall be counted more than once for purposes of the definition of Actual Revenues and (ii) Revenue received by the Purchaser or its Affiliates from a client that was a client of the SM Companies or HWG before or on the Closing Date shall be included in the Revenue of the SM Companies or HWG if it is received during any applicable Earn-Out Period.
“Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with another Person with the terms “control” and “controlled” meaning, for this purpose, the power to direct the management and policies of a person, directly or indirectly, whether through the ownership of voting securities or partnership, membership or other ownership interests, or by contract or otherwise.
“Ancillary Documents” means the Sublease Agreement, Transitional Services Agreement, Assignment of Interest and the other agreements, instruments and documents required to be delivered at the Closing or contemplated in this Agreement.
“Base-Line Revenues” means $4,634,000.
“Capital” means cash, cash equivalents, marketable securities and other assets, but only to the extent that any such assets are considered regulatory capital by FINRA, the Texas Department of Insurance and any clearing firm with whom SMH is using as of the Closing.
“Claim” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity.
“Confidentiality Agreement” means that certain Mutual Non-Disclosure Agreement, entered into in 2016, by and between Seller and Purchaser.
“Credit Agreement” means that certain Credit and Guaranty Agreement dated as of September 15, 2015 among Affiliated Wealth Partners Holdings LLC, the guarantors from time to time party thereto, Midcap Financial Trust and the additional lenders from time to time party thereto.
“DAS” means all business of or related to Don A. Sanders, which is operated through SMH.
“DAS Client Base” means those Persons listed on Schedule A-1, who are clients of DAS.
“Disclosure Schedules” means the Disclosure Schedules to be delivered by each Party to the other respective Party as promptly as possible after the execution and delivery of this Agreement pursuant to Section 6.15.
“Earn-Out Period” means each of the following separate periods, as applicable (a) the first period beginning on the Closing Date and ending on the first anniversary of the Closing Date, (b) the second period beginning on the first anniversary of the Closing Date and ending on the second anniversary of the Closing Date, and (c) the third period beginning on the second anniversary of the Closing Date and ending on the third anniversary of the Closing Date.
“Excess Net Capital” means, the amount by which all Capital exceeds the Minimum Net Capital, which in no event shall be less than zero.
“Excess Revenues” means, the amount by which Actual Revenues exceed Base-Line Revenues, for the applicable period of determination, which in no event shall be less than zero.
“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Entity.
“Immaterial Contracts” means (a) any oral and written contracts and agreements of any of the Subject Companies which may be canceled within 30 days without penalty or payment by the respective Subject Company, and (b) any Investment Management Agreement.
“Interim Period” means the period beginning on the date of this Agreement and ending on the earlier to occur of (i) the Closing Date or (ii) termination of this Agreement pursuant to Article VIII.
“Investment Management Agreement” means any agreement to which any of the Subject Companies is a party and, under the terms of any such agreement, are given the authority to manage the assets of such client or counterparty thereunder, as further provided therein, which shall specifically include Brokerage Agreements and Advisory Agreements.
“KFS” means Kissinger Financial Services, LLC, a Delaware limited liability company.
“Kissinger Division” means (i) all assets and operations of SMH located in the State of Maryland, and (ii) all Revenues generated by William I. Kissinger and Edward W. H. (Ned) Kissinger and their subordinates.
“Kissinger Spinout” means the transfer, sale and assignment of the Kissinger Division to KFS.
“Knowledge” means, (a) with respect to Purchaser, the actual knowledge of A. Haag Sherman or Darrell Cain, and (b) with respect to Seller, the actual knowledge of any of Holly Deem, David Hunt and Robert Corne.
“Minimum Net Capital” means the minimum amount of Capital required by (a) FINRA and (b) any of the SM Companies’ or HWG’s clearing firms or regulatory authorities, to operate such company individually as contemplated post-Closing. To the extent that the Capital required by clause (b) is inclusive of Capital required by clause (a), such Capital shall not be double- counted. For the avoidance of doubt, in the event that FINRA requires $250,000 of Capital and the clearing firms of SMH require $500,000 of Capital (including the Capital required by FINRA), Minimum Net Capital shall only include $500,000 of Capital.
“MG Client Base” means those Persons listed on Schedule A-2, who are clients of Miller Green.
“MG Revenues” means Revenues of Miller Green, which shall specifically include (without limitation) all Revenue generated from any account owner of Miller Green before or on the Closing Date (including, but not limited to, the MG Client Base), any account owner’s immediate family members and any account owner’s or immediate family member’s respective Affiliates (collectively, the “Miller Green Client Parties”). Notwithstanding anything to the contrary in this Agreement, Revenue received by the Purchaser or its Affiliates from any Miller Green Client Party before or on the Closing Date shall be included in the Revenue of Miller Green if it is received during any applicable Earn-Out Period.
“Net Capital” means the Minimum Net Capital and the Excess Net Capital, on a combined basis, as calculated in good faith by Purchaser in the Net Capital Statement.
“Person” means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association or other entity.
“Pre-Closing Claims” means any Claim against, counter-suit or counter-Claim related to any of the Subject Companies (or any employees thereof) or any of their assets or operations, which arise as a result of actions or failure to act prior to Closing, which shall include, without limitation, any Claim relating to the Yuma, Inc. litigation or Claims made by the former employees of MG.
“Representative” means, with respect to any Person, any and all directors, officers, employees, consultants, financial advisors, counsel, accountants and other agents of such Person.
“Required Approvals” means the Seller Required Approvals and the Purchaser Required Governmental Approvals.
“Retained Rights and Liabilities” means the right, and obligation, of Seller or any of the Subject Companies to (i) assume the defense or investigation of any Pre-Closing Claims, and (ii) assume or pay any claim for (or receive payment of) all Damages related to, arising out of, attributable to or resulting from any Pre-Closing Claims.
“Revenue” means the gross amount of income generated by all of the respective business activities of a Person that is an Entity for the applicable period (including commissions, performance fees and performance allocations).
“Reversionary Interest” means 20% of any deferred purchase price, payments, earn-out or similar rights that become due and payable to any of the Subject Companies with respect to the reversionary interest in accordance with paragraph 1 of the SMWI Purchase Agreement.
“SEC” shall mean the Securities and Exchange Commission of the United States.
“SMWI Purchase Agreement” means that certain Purchase Agreement dated October 1,2012, by and between SMW Investments 1 LLC and Sanders Morris Harris, Inc.
“Taxes” shall mean taxes of any kind, however denominated, including any interest, penalties or other additions to tax payable in respect thereof imposed by any U.S. federal, foreign, state or local Governmental Entity, including all income, gross income, gross receipts, profits, goods and services, social security, old age security, sales and use, ad valorem, excise, franchise, business license, occupation, real property gains, payroll and employee withholding, unemployment insurance, real and personal property, stamp, environmental, transfer, workers’ compensation, severance, alternative minimum, windfall, and capital taxes, and other obligations of the same or a similar nature to any of the foregoing.
In addition to the defined terms set forth above, the following terms used in this Agreement are defined as referenced below:
Defined Term | Reference |
AAA | Section 9.8(b) |
Advisers Act | Section 3.8(b) |
Advisory Agreement | Section 3.22 |
Agreement | Preamble |
Anti-Corruption Laws | Section 3.24(b) |
Anti Money Laundering Laws | Section 3.24(b) |
Arbitration | Section 9.8(b) |
Assignment of Interest | Section 2.1 |
Blocked Person | Section 3.24(a) |
Brokerage Agreement | Section 3.22 |
Business | Section 3.1 |
Business Day | Section 9.1 |
Capital Raise | Section 4.8 |
Client | Section 3.22 |
Closing | Section 2.1 |
Closing Date | Section 2.1 |
Company/Companies | Recital A |
Core Earn-Out Payment | Section 1.1(c)(i) |
Damages | Section 7.1 |
Designated Person | Section 6.1 |
Defined Term | Reference |
Dispute | Section 9.8(a) |
Dividend | Section 1.1(e) |
Earn-Out Adjustment | Section 1.1(c) |
Earn-Out Calculation Statement | Section 1.1(c)(v) |
Earn-Out Payment | Section 1.1(c)(ii) |
Economic Sanctions | Section 3.24(a) |
Effective Date | Preamble |
ERISA | Section 3.15(a) |
Estimated Net Capital | Section 1.1(b)(i)(A) |
Estimated Net Capital Statement | Section 1.1(b)(i)(A) |
Exchange Act | Section 3.8(b) |
FAA | Section 9.8(b) |
Financial Statements | Section 3.9 |
FINRA | Section 2.2(f) |
Governmental Entity | Section 3.2(b) |
HWG | Recital B |
Indemnification Cap | Section 7.1 |
Indemnification Cut-Off Date | Section 7.1 |
Indemnified Party | Section 7.3(a) |
Indemnifying Party | Section 7.3(a) |
Indemnity Matter | Section 7.3(a) |
Independent Accountant | Section 1.1(b)(i)(D) |
Independent Earn-Out Determination | Section 1.1(c)(v) |
Independent Earn-Out Fees | Section 1.1(c)(v) |
Independent PCA Fees | Section 1.1(b)(i)(D) |
Independent Post-Closing Determination | Section 1.1(b)(i)(D) |
Initial Closing Consideration | Section 1.1(b) |
Intellectual Property | Section 3.23 |
Interests | Recital A |
Investment Company Act | Section 3.8(i) |
IRS | Section 3.12(h) |
Latest Company Balance Sheet | Section 3.9 |
Laws | Section 3.3 |
Licenses | Section 3.8(e) |
Liens | Section 3.4 |
Material Adverse Effect | Section 3.2(b) |
Material Contracts | Section 3.16 |
Miller Green | Recital A |
Net Capital Statement | Section 1.1(b)(i)(B) |
MG Earn-Out Payment | Section 1.1(c)(ii) |
Notice | Section 6.9 |
OFAC | Section 3.24(a) |
OFAC Listed Person | Section 3.24(a) |
Defined Term | Reference |
Parties | Preamble |
Permitted Liens | Section 3.11 |
Post-Closing Adjustment | Section 1.1(b)(i)(C) |
Purchase Price | Section 1.1(b) |
Purchaser | Preamble |
Purchaser Indemnified Parties | Section 7.1 |
Purchaser Required Governmental Approvals | Section 4.2(b) |
Schedule Review Period | Section 6.15 |
Schedule Supplement | Section 6.15 |
Section 1.1(b) Objection Notice | Section 1.1(b)(i)(D) |
Section 1.1(c) Objection Notice | Section 1.1(c)(v) |
Seller | Preamble |
Seller Indemnified Parties | Section 7.2 |
Seller Required Approvals | Section 3.2(b) |
SM Companies | Recital A |
SMH | Recital A |
SMHCA | Recital A |
SMWI Earn-Out Payment | Section 1.1(c)(iii) |
Subject Company or Subject Companies | Recital B |
Sublease Agreement | Section 2.2(d) |
Tax Returns | Section 3.12(c) |
Taxing Authority | Section 3.12(c) |
Third Party Acquisition Proposal | Section 6.16 |
Third Party Claim | Section 7.1(c) |
Total Consideration | Section 7.1 |
Transitional Services Agreement | Section 2.2(c) |
Capitalized terms used herein but not otherwise defined in this Exhibit A shall have the meanings ascribed to them in this agreement.
Exhibit B
ASSIGNMENT OF INTEREST
The undersigned, the holder of a ___% membership interest in ______________________________, a [Delaware] limited liability company (the “Company”), for such good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, does hereby sell, assign, transfer and convey a ___% membership interest in the Company to Tectonic Holdings, LLC, a [Delaware] limited liability company (“Assignee”), to have and to hold unto Assignee and its successors and assigns forever.
IN WITNESS WHEREOF, this Assignment has been executed and delivered effective as of ___, 2016.
ASSIGNOR: | |
Exhibit C
Transitional Services Agreement - Terms
The below sets forth the material terms and provisions to be included in the Transitional Services Agreement.
A. | Provider - Sanders Morris Harris LLC |
B. | Recipients - Summer Wealth Management, LLC and Affiliates of Summer Wealth Management, LLC, including without limitation Kissinger Financial Services, LLC |
C. | Scope – All clearing house services as may be reasonably requested by Recipients for the conduct of its business |
D. | Term – From the Closing Date until January 31, 2018, or such earlier termination date as then determined in its sole discretion by Summer Wealth Management, LLC |
Exhibit D
Sublease Agreement -Terms
The below sets forth the material terms and provisions to be included in the Sublease Agreement.
A. | Location - 600 Travis, 59th floor |
B. | Sub-lessor - Sanders Morris Harris LLC |
C. | Sub-lessee - Summer Wealth Management, LLC |
D. | Sublease – Approximately 33-34% share of the office space (including common areas but none of the basement space) at approximately 33-34% of the (i) total rental rate and (ii) total operating expenditures. Specific allowances will also be made for conference room space and computer server space as reasonably determined by Sub-lessor and Sub-lessee. |
E. | Alterations – Sub-lessor (as owned post-closing) shall be responsible for the cost of any alterations to the premises that it deems necessary to operate |
F. | Expenses – Sub-lessor shall allocate miscellaneous office expenses that are shared by the Parties on the same ratable basis |
G. | Parking - Sub-lessee shall have up to 33-34% of the total parking spots in the present location, such amount up to 33-34% determined by Sub-lessee in its sole discretion, at cost to Sub-lessee equal to Sub-lessors cost |
H. | Term – Coterminous with the lease, ending January 31, 2018 |
SELLER: | ||
SUMMER WEALTH MANAGEMENT, LLC | ||
By: | /s/ Robert J. Corne | |
Name: | Robert J. Corne | |
Title: | CFO |
PURCHASER: | ||
TECTONIC HOLDINGS, LLC | ||
By: | /s/ A. Haag Sherman | |
Name: | A. Haag Sherman | |
Title: | CEO |
SELLER: | ||
SUMMER WEALTH MANAGEMENT, LLC | ||
By: | /s/ Robert J. Corne | |
Name: | Robert J. Corne | |
Title: | CFO |
PURCHASER: | ||
TECTONIC HOLDINGS, LLC | ||
By: | /s/ A. Haag Sherman | |
Name: | A. Haag Sherman | |
Title: | CEO |
1.1 | Definitions; Sections. |
1.2 | Amendment. |
6.12 | Governmental Approvals and Consents. |
AMENDMENT NO. 3 TO Purchase and Sale Agreement
AMENDMENT NO. 3 TO Purchase and Sale Agreement
SELLER: | ||
SUMMER WEALTH MANAGEMENT, LLC | ||
By: | /s/ Holly D. Deen | |
Name: | Holly D. Deen | |
Title: | CEO, AWP |
PURCHASER: | ||
TECTONIC HOLDINGS, LLC | ||
By: | /s/ A. Haag Sherman | |
Name: | A. Haag Sherman | |
Title: | CEO |
AMENDMENT NO. 3 TO Purchase and Sale Agreement
1.1 | Definitions; Sections. |
2.2 | Amendment. |
6.12 | Governmental Approvals and Consents. |
AMENDMENT NO. 4 TO Purchase and Sale Agreement
AMENDMENT NO. 4 TO Purchase and Sale Agreement
SELLER: | ||
SUMMER WEALTH MANAGEMENT, LLC | ||
By: | /s/ Robert J. Corne | |
Name: | Robert J. Corne | |
Title: | CFO |
PURCHASER: | ||
TECTONIC HOLDINGS, LLC | ||
By: | /s/ A. Haag Sherman | |
Name: | A. Haag Sherman | |
Title: | CEO |
AMENDMENT NO. 4 TO Purchase and Sale Agreement
SELLER: | ||
SUMMER WEALTH MANAGEMENT, LLC | ||
By: | /s/ Holly D. Deen | |
Name: | Holly D. Deen | |
Title: | CEO |
PURCHASER: | ||
TECTONIC HOLDINGS, LLC | ||
By: | /s/ A. Haag Sherman | |
Name: | A. Haag Sherman | |
Title: | CEO |
A. | Provider - Sanders Morris Harris LLC |
B. | Recipients - Summer Wealth Management, LLC and Affiliates of Summer Wealth Management, LLC, including without limitation Kissinger Financial Services, LLC |
C. | Scope - All clearing house services as may be reasonably requested by Recipients for the conduct of their respective businesses |
D. | Term - From the Closing Date until January 31, 2018, or such earlier termination date as then determined in its sole discretion by Summer Wealth Management, LLC |
E. | Chief Compliance Officer - David Hunt shall serve as the Chief Compliance Officer under and pursuant to an Office and Administrative Services Agreement in the form provided on Exhibit E to the Agreement and an Associated Person Agreement in the form provided on Exhibit F to the Agreement |
SELLER: | ||
SUMMER WEALTH MANAGEMENT, LLC | ||
By: | /s/ Robert J. Corne | |
Name: | Robert J. Corne | |
Title: | VP & CFO |
PURCHASER: | ||
TECTONIC HOLDINGS, LLC | ||
BY: TECTONIC SERVICES, LLC, ITS MANAGER | ||
By: | /s/ A. Haag Sherman | |
Name: | A. Haag Sherman | |
Title: | Chief Executive Officer |
BY: | ||
[Name, Title] |
BY: | ||
[Name, Title] |
● | Final approval and responsibility for the accuracy of financial reports submitted to any duly established securities industry regulatory body; |
● | Final preparation of such reports. |
● | Supervision of individuals who assist in the preparation of such reports |
● | Supervision of and responsibility for individuals who are involved in the actual maintenance of the member’s books and records from which such reports are derived. |
● | Supervision and/or performance of the member’s responsibilities under all financial responsibility rules promulgated pursuant to the provisions of the Securities Exchange Act of 1934 (Exchange Act). |
● | Overall supervision of and responsibility for the individuals who are involved in the administration and maintenance of the member’s back office operations; and any other matter involving the financial and operational management of the member. |
Sanders Morris Harris LLC | ||
By: | ||
Title | ||
Financial Operations Principal | ||
Financial Operations Principal | ||
Robert Corne |