Limited Guarantee (2012)Full Document 

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LIMITED GUARANTEE, dated April 16, 2012 (this “Limited Guarantee”), by each Person set forth on Schedule A attached hereto (each, a “Guarantor” and, collectively, the “Guarantors”), in favor of The Edelman Financial Group Inc., a Texas corporation (the “Guaranteed Party”).


The Guaranteed Party, Summer Holdings II, Inc., a Delaware corporation (“Parent”), and Summer Merger Sub, Inc., a Texas corporation (“Merger Sub”), are entering into an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), and the Company has conditioned its execution of the Merger Agreement upon Guarantors’ execution and delivery of this Limited Guarantee. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement.

NOW, THEREFORE, in consideration of the foregoing, other good and valuable consideration, Guarantors, intending to be legally bound, hereby covenants and agrees as follows:

1. Limited Guarantee. Each Guarantor hereby unconditionally, absolutely and irrevocably guarantees, jointly and severally, to the Guaranteed Party, on the terms and conditions set forth herein, the due and punctual observance, performance and discharge of that portion of the obligations of Parent to pay (i) the Parent Termination Fee, if and when due, pursuant to Section 9.4(d) of the Merger Agreement, (ii) any additional amounts that may be payable by Parent pursuant to Section 9.4(e) of the Merger Agreement, (iii) any reimbursement of expense or indemnification of the Company that Parent may be obligated to provide pursuant to Section 7.9(b) of the Merger Agreement and (iv) any amount that may be payable by Parent or Merger Sub as monetary damages resulting from fraud (as determined by the final and nonappealable judgment of a court of law) pursuant to Section 9.3(b) of the Merger Agreement (collectively, and together with any amount payable pursuant to Section 20 of this Limited Guarantee, the “Guaranteed Obligations”). In furtherance of the foregoing, the Guarantors acknowledge that their aggregate liabilities hereunder shall extend to the full amount of the Guaranteed Obligations and that the Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against any Guarantors for the full amount of the Guaranteed Obligations, regardless of whether action is brought against Parent or any other Person liable with respect to the Guaranteed Obligations or whether Parent or any other Person is joined in any such actions or actions. Notwithstanding anything to the contrary herein, the Guarantors’ sole obligation with respect to the Merger Agreement and this Limited Guarantee is to guarantee the payment when due of the Guaranteed Obligations and the aggregate liability of the Guarantors under this Limited Guarantee shall not exceed the Guaranteed Obligations.

2. Nature of Limited Guarantee. The Guaranteed Party shall not be obligated to file any claim relating to the Guaranteed Obligations in the event Parent becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the obligations of the Guarantors under this Limited Guarantee. In the event that any payment to the Guaranteed Party in respect of the Guaranteed Obligations is rescinded

or otherwise returned, this Limited Guarantee shall continue to be effective, or be reinstated, as the case may be, and the Guarantor whose payment is rescinded or otherwise returned shall remain liable hereunder with respect to the Guaranteed Obligations as if such payment had not been made. This is an unconditional guarantee of payment and not of collectability.

3. Changes In Guaranteed Obligations. Each Guarantor acknowledges that the Guaranteed Party may at any time and from time to time, without notice to or further consent of Guarantors, extend the time of payment of any of the Guaranteed Obligations,

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