UNDERWRITING AGREEMENT between HIGHBURY FINANCIAL INC. and THINKEQUITY PARTNERS LLC Dated: January , 2006 HIGHBURY FINANCIAL INC. UNDERWRITING AGREEMENTUnderwriting Agreement • January 23rd, 2006 • Highbury Financial Inc • Blank checks • New York
The undersigned, Highbury Financial Inc., a Delaware corporation (“Company”), hereby confirms its agreement with ThinkEquity Partners LLC (being referred to herein variously as “you,” “TEP” or the “Representative”) and with the other underwriters named on Schedule I hereto for which TEP is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 16th, 2005 • Highbury Financial Inc • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 2005, by and among Highbury Financial Inc., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • December 16th, 2005 • Highbury Financial Inc • Blank checks • New York
Agreement made as of September [__], 2005 between Highbury Financial Inc., a Delaware corporation, with offices at 999 Eighteenth Street, Suite 3000, Denver, Colorado 80202 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
UNDERWRITING AGREEMENT between HIGHBURY FINANCIAL INC. and THINKEQUITY PARTNERS LLC Dated: _____________, 2005Underwriting Agreement • December 9th, 2005 • Highbury Financial Inc • Blank checks • New York
The undersigned, Highbury Financial Inc., a Delaware corporation (“Company”), hereby confirms its agreement with ThinkEquity Partners LLC (being referred to herein variously as “you,”“TEP” or the “Representative”) and with the other underwriters named on Schedule I hereto for which TEP is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
HIGHBURY FINANCIAL INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS RIGHTS AGENT RIGHTS AGREEMENT Dated as of August 10, 2009Rights Agreement • August 11th, 2009 • Highbury Financial Inc • Investment advice • Delaware
The Rights Agreement provides that, until the Distribution Date (or earlier expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuances of Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights, will also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distr
ContractHighbury Financial Inc • January 23rd, 2006 • Blank checks • New York
THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION FOR A PERIOD OF 180 DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY PARTNERS LLC OR EARLYBIRDCAPITAL, INC. (COLLECTIVELY, THE “UNDERWRITERS”) OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING (DEFINED BELOW), OR (II) A BONA FIDE OFFICER OR PARTNER OF THE UNDERWRITERS OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF (I) THE CONSUMMATION BY HIGHBURY FINANCIAL INC. (“COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION, STOCK PURCHASE OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATE
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 11th, 2009 • Highbury Financial Inc • Investment advice • Delaware
This Indemnification Agreement (“Agreement”) is made as of [__________] by and between Highbury Financial Inc., a Delaware corporation (the “Company”), and [_______] (“Indemnitee”).
HIGHBURY FINANCIAL INC. SUBSCRIPTION AGREEMENTSubscription Agreement • September 23rd, 2005 • Highbury Financial Inc • Blank checks • New York
THIS SUBSCRIPTION AGREEMENT (the “Agreement”) is made as of the 1st day of August, 2005, by and between HIGHBURY FINANCIAL INC., a Delaware corporation (the “Company”), and R. BRADLEY FORTH (“Purchaser”).
VOTING AGREEMENTVoting Agreement • December 16th, 2009 • Highbury Financial Inc • Investment advice • Delaware
THIS VOTING AGREEMENT (this “Agreement”), dated as December 12, 2009, is entered into between AFFILIATED MANAGERS GROUP, INC., a Delaware corporation (the “Parent”), MANOR LLC, a Delaware limited liability company and direct or indirect wholly owned subsidiary of the Parent (the “Merger Sub”), and SDB ASTON, INC., (“Stockholder”), with respect to (i) shares of common stock, $0.0001 par value per share, of HIGHBURY FINANCIAL, INC., a Delaware corporation (the “Company”) (the “Company Common Stock”), (ii) shares of Series B preferred stock, $0.0001 par value per share, of the Company (the “Company Series B Stock”), (iii) rights to purchase shares of Series A preferred stock, $0.0001 par value per share, of the Company (the “Company Rights”), (iv) all securities exchangeable, exercisable or convertible into Company Common Stock, and (v) any securities issued or exchanged with respect to such Company Common Stock, and upon any recapitalization, reclassification, merger, consolidation, spin
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 28th, 2005 • Highbury Financial Inc • Blank checks • New York
December __, 2005 Highbury Financial Inc. Denver, Colorado 80202 ThinkEquity Partners LLC New York, New York 10019 EarlyBirdCapital, Inc. New York, New York 10016Highbury Financial Inc • December 20th, 2005 • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Highbury Financial Inc., a Delaware corporation (the “Company”), ThinkEquity Partners LLC and EarlyBirdCapital, Inc. (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and two warrants, each of which is exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
STOCK ESCROW AGREEMENTStock Escrow Agreement • December 16th, 2005 • Highbury Financial Inc • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of September [__], 2005 (“Agreement”), by and among Highbury Financial Inc., a Delaware corporation, with offices at 999 Eighteenth Street, Suite 3000, Denver, Colorado 80202 (“Company”), R. Bruce Cameron, Richard S. Foote, R. Bradley Forth, Broad Hollow LLC, the Hillary Appel Trust and the Catey Lauren Appel Trust (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 26th, 2010 • Highbury Financial Inc • Investment advice • Illinois
THIS EMPLOYMENT AGREEMENT (this “Employment Agreement”) is entered into as of December 12, 2009, by and among Highbury Financial Inc., a Delaware corporation (“Highbury” or the “General Partner”), Manor LLC (“Manor”), a Delaware limited liability company and a wholly-owned subsidiary of Affiliated Managers Group, Inc., a Delaware corporation (“AMG”), Aston Asset Management, LLC, a Delaware limited liability company (the “Employer”), and Kenneth Anderson (the “Employee”).
AGREEMENTAgreement • December 21st, 2009 • Highbury Financial Inc • Investment advice • Delaware
This AGREEMENT, dated as of December 18, 2009 (this “Agreement”), is by and among HIGHBURY FINANCIAL INC., a Delaware corporation (the “Company”), PEERLESS SYSTEMS CORPORATION, a Delaware corporation (“Peerless”), and TIMOTHY E. BROG (Mr. Brog and Peerless are collectively referred to herein as the “Peerless Parties”).
CREDIT AGREEMENTCredit Agreement • November 14th, 2006 • Highbury Financial Inc • Blank checks • California
This Credit Agreement (the “Agreement”), dated as of November 9, 2006, is between City National Bank, a national banking association (“CNB”) and Highbury Financial Inc., a Delaware corporation (“Borrower”). This Agreement shall supersede the Credit Agreement dated August 21, 2006.
UNIT PURCHASE OPTION REPURCHASE AGREEMENTUnit Purchase Option Repurchase Agreement • August 9th, 2007 • Highbury Financial Inc • Investment advice • New York
THIS UNIT PURCHASE OPTION REPURCHASE AGREEMENT (the “Agreement”) is made as of this 16th day of July, 2007, by and between HIGHBURY FINANCIAL INC., a Delaware corporation (the “Company”), and HYDE STREET HOLDINGS LLC (“Seller”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 29th, 2009 • Highbury Financial Inc • Investment advice • Delaware
This Indemnification Agreement (“Agreement”) is made as of April __, 2009 by and between Highbury Financial Inc., a Delaware corporation (the “Company”), and [_______] (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 16th, 2005 • Highbury Financial Inc • Blank checks • New York
WARRANT REPURCHASE AGREEMENTWarrant Repurchase Agreement • July 2nd, 2009 • Highbury Financial Inc • Investment advice • Delaware
THIS WARRANT REPURCHASE AGREEMENT (the “Agreement”) is made as of the 1st day of July, 2009, by and among Highbury Financial Inc., a Delaware corporation (the “Company”), and the undersigned authorized representative of certain warrantholders of the Company (the “Warrantholder”).
HIGHBURY FINANCIAL INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • September 14th, 2009 • Highbury Financial Inc • Investment advice • Delaware
This Amended and Restated Investor Rights Agreement (the “Agreement”) dated as of September 14, 2009, is made by and among Highbury Financial Inc., a Delaware corporation (the “Company”), the parties named on Schedule A hereto as Investors (individually, an “Investor” and collectively, the “Investors”) and the parties named on Schedule A hereto as Management Stockholders (the “Management Stockholders”).
HIGHBURY FINANCIAL INC. SEVERANCE AGREEMENTSeverance Agreement • December 14th, 2009 • Highbury Financial Inc • Investment advice • New York
This Severance Agreement (“Agreement”) is entered into, as of December12, 2009, among Highbury Financial Inc. (“Company”), and R. Bradley Forth (“Employee”).
BERKSHIRE CAPITAL SECURITIES LLC OFFICE SERVICE AGREEMENTOffice Service Agreement • November 5th, 2007 • Highbury Financial Inc • Investment advice • Colorado
This Agreement is dated October 31, 2007 and is entered into between Berkshire Capital Securities LLC (“Berkshire Capital”) and Highbury Financial Inc. (“Highbury”). This Agreement replaces the Office Service Agreement entered into between Berkshire Capital and Highbury on December 21, 2005 and amended on November 30, 2006. All payments due to Berkshire Capital by Highbury under to the previous agreements shall become liabilities of Highbury to Berkshire Capital under this Agreement.
PARTNER NON-COMPETITION AGREEMENTPartner Non-Competition Agreement • March 26th, 2010 • Highbury Financial Inc • Investment advice • Illinois
THIS PARTNER NON-COMPETITION AGREEMENT (this “Agreement”) is entered into as of December 12, 2009, by and among Highbury Financial Inc., a Delaware corporation (“Highbury” or the “General Partner”), Manor LLC (“Manor”), a Delaware limited liability company and a wholly-owned subsidiary of Affiliated Managers Group, Inc., a Delaware corporation (“AMG”), Aston Asset Management, LLC, a Delaware limited liability company (the “Employer”), and Stuart Bilton (the “Equityholder”).
ASTON ASSET MANAGEMENT LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT DATED AS OF APRIL 20, 2006Limited Liability Company Agreement • April 21st, 2006 • Highbury Financial Inc • Blank checks • New York
This Amended and Restated Limited Liability Company Agreement (the “Agreement”) of Aston Asset Management LLC (the “LLC”) is made and entered into as of April 20, 2006 (the “Effective Time"), by and among the Persons identified as the Manager Member and the Non-Manager Members on Schedule A attached hereto as members of the LLC, and the Persons who become members of the LLC in accordance with the provisions hereof.
ADMINISTRATIVE, COMPLIANCE AND MARKETING SERVICES AGREEMENTCompliance and Marketing • December 22nd, 2006 • Highbury Financial Inc • Investment advice • Illinois
This Administrative, Compliance and Marketing Services Agreement (this “Agreement”) between ABN AMRO Asset Management, Inc., an Illinois corporation (“AAAMI”), and Aston Asset Management LLC, a Delaware limited liability company (“Aston”) is dated as of this 1st day of September, 2006. AAAMI and Aston are sometimes individually referred to as a “Party” and collectively as the “Parties”.
FILING AGREEMENTFiling Agreement • December 15th, 2009 • Highbury Financial Inc • Investment advice
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 12, 2009 AMONG AFFILIATED MANAGERS GROUP, INC., MANOR LLC AND HIGHBURY FINANCIAL INC.Agreement and Plan of Merger • December 14th, 2009 • Highbury Financial Inc • Investment advice • Delaware
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 5th, 2007 • Highbury Financial Inc • Investment advice • California
This First Amendment to Credit Agreement is entered into as of October 31, 2007, by and between Highbury Financial Inc., a Delaware corporation (“Borrower”) and City National Bank, a national banking association (“CNB”).
Re: Side Letter Agreement - Veredus / Non-Compete AmendmentAsset Purchase Agreement • April 21st, 2006 • Highbury Financial Inc • Blank checks • New York
Reference is made to that certain Asset Purchase Agreement (the “Purchase Agreement”), dated as of April 20, 2006 (the “Effective Date”), made by and among Highbury Financial Inc., a Delaware corporation, Aston Asset Management LLC, a Delaware limited liability company (collectively, the “Purchaser”), ABN AMRO Asset Management Holdings, Inc., a Delaware corporation , ABN AMRO Investment Fund Services, Inc., a Delaware corporation , ABN AMRO Asset Management, Inc., an Illinois corporation , Montag & Caldwell, Inc., a Georgia corporation , Tamro Capital Partners LLC, a Delaware limited liability company , Veredus Asset Management LLC, a Kentucky limited liability company (“Veredus”), and River Road Asset Management, LLC, a Delaware limited liability company . Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such term in the Purchase Agreement.
ContractPlacement Unit Purchase Agreement • December 16th, 2005 • Highbury Financial Inc • Blank checks • New York
September [___], 2005 Highbury Financial Inc. Denver, CO 80202 EarlyBirdCapital, Inc. New York, New York 10016 ThinkEquity Partners LLC New York, New York 10019 Re: Highbury Financial Inc. Ladies and Gentlemen:Letter Agreement • October 28th, 2005 • Highbury Financial Inc • Blank checks • New York
This letter agreement (this “Warrant Purchase Letter”) is being delivered to you in connection with the Registration Statement on Form S-1 (File No. 333-127272) (as it may be amended and supplemented from time to time, the “Registration Statement”) that was initially filed by Highbury Financial Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) on August 5, 2005, which relates to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and two warrants, each of which is exercisable for one share of Common Stock (each, a “Warrant”). Capitalized terms used but not otherwise defined herein shall have their respective meanings set forth on Schedule 1 hereto.
EXCHANGE AGREEMENTExchange Agreement • October 14th, 2009 • Highbury Financial Inc • Investment advice • New York
This Exchange Agreement (the “Agreement”) is made as of this 5th day of October, 2009 by and among White Sand Investor Group, L.P., a Delaware limited partnership (“White Sand”), and Broad Hollow LLC, a Delaware limited liability company (“Broad Hollow”).
EXCHANGE AGREEMENT by and among THE INVESTORS AND MANAGEMENT STOCKHOLDERS NAMED ON SCHEDULE A HERETO and HIGHBURY FINANCIAL INC. August 10, 2009Exchange Agreement • August 11th, 2009 • Highbury Financial Inc • Investment advice • Delaware
This Exchange Agreement (the “Agreement”) is made as of this 10th day of August, 2009 by and among the persons named as Investors set forth on Schedule A hereto (each an “Investor”, and, collectively, the “Investors”), the persons named as Management Stockholders set forth on Schedule A hereto, and Highbury Financial Inc., a Delaware corporation (the “Company”), with reference to the following background.
Re: Side Letter Agreement - Target ClickHighbury Financial Inc • April 21st, 2006 • Blank checks
Reference is made to that certain Asset Purchase Agreement (the “Purchase Agreement”), dated as of April 20, 2006 (the “Effective Date”), made by and among Highbury Financial Inc., a Delaware corporation, Aston Asset Management LLC, a Delaware limited liability company (collectively, the “Purchaser”), ABN AMRO Asset Management Holdings, Inc., a Delaware corporation (“AAAMHI”), ABN AMRO Investment Fund Services, Inc., a Delaware corporation (“AAIFS”), ABN AMRO Asset Management, Inc., an Illinois corporation (“AAAMI”), Montag & Caldwell, Inc., a Georgia corporation (“Montag”), Tamro Capital Partners LLC, a Delaware limited liability company (“TAMRO”), Veredus Asset Management LLC, a Kentucky limited liability company (“Veredus”), and River Road Asset Management, LLC, a Delaware limited liability company (“River Road” and together with AAAMHI, AAIFS, AAAMI, Montag, TAMRO and Veredus individually referred to as a “Seller” and collectively as “Sellers”). Capitalized terms used but not other
BERKSHIRE CAPITAL SECURITIES LLC OFFICE SERVICE AGREEMENTOffice Service Agreement • September 23rd, 2005 • Highbury Financial Inc • Blank checks • Colorado
This Agreement is dated August 1, 2005 and is entered into between Berkshire Capital Securities LLC (“Berkshire Capital”) and Highbury Financial Inc. (“Highbury”).
