TURNER INVESTMENTS, INC. Class A Common Stock Underwriting AgreementUnderwriting Agreement • January 15th, 2008 • Turner Investments, Inc. • Investment advice • New York
Goldman, Sachs & Co., As representative of the several Underwriters named in Schedule I hereto, 85 Broad Street, New York, New York 10004
TAX RECEIVABLE AGREEMENT dated as ofTax Receivable Agreement • January 15th, 2008 • Turner Investments, Inc. • Investment advice • Pennsylvania
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of _________, 2008, is hereby entered into by and among Turner Investments, Inc., a Pennsylvania corporation (the “Corporation”), Turner Investment Partners, Inc., a Pennsylvania corporation (“TIP Inc.”), Turner Investment Partners, LLC, a Pennsylvania limited liability company (“TIP LLC”), Turner Founders, L.P., a Pennsylvania partnership, and each of the other undersigned parties hereto identified as “Members.”
FORM OF CONTRIBUTION AGREEMENTContribution Agreement • January 15th, 2008 • Turner Investments, Inc. • Investment advice • Pennsylvania
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made as of , 2008, by and between Turner Investment Management LLC, a Maryland limited liability company (“TIM”) and Turner Investment Partners, LLC, a Pennsylvania limited liability company (“LLC”).
FORM OF AMENDED AND RESTATED OPERATING AGREEMENT OF TURNER INVESTMENT PARTNERS, LLC EFFECTIVE AS OF [ ]Operating Agreement • January 15th, 2008 • Turner Investments, Inc. • Investment advice • Pennsylvania
This AMENDED AND RESTATED OPERATING AGREEMENT (the “Agreement”) of Turner Investment Partners, LLC, a Pennsylvania limited liability company (the “Company”), is made and entered into, effective as of [___], 2008, by RETurner Holdings, LLC, a Pennsylvania limited liability company (“RETurner”), as sole manager, Turner Investments, Inc., a Pennsylvania corporation (“TI”), as prospective sole manager, and each individual and entity listed on Schedule I attached hereto that has executed and delivered the Joinder Agreement attached as Exhibit A hereto.
FORM OF CONTRIBUTION AGREEMENTContribution Agreement • January 15th, 2008 • Turner Investments, Inc. • Investment advice • Pennsylvania
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made as of , 2008 by and between Turner Investment Partners, Inc., a Pennsylvania corporation (“TIP”), and Turner Investment Partners, LLC, a Pennsylvania limited liability company (“OpCo”).
