REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 25th, 2008 • Titanium Asset Management Corp • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of June 21, 2007, by and among Titanium Asset Management Corp., a corporation organized under the laws of the State of Delaware (the “Company”) and the undersigned parties listed on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 25th, 2008 • Titanium Asset Management Corp • Delaware
THIS AGREEMENT is made and entered into this 17 day of July, 2007 by and between TITANIUM ASSET MANAGEMENT CORP., a Delaware corporation (the “Corporation”), and Avigdor Kaplan (“Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 25th, 2008 • Titanium Asset Management Corp • Wisconsin
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made this 31st day of March, 2008, between Robert J. Siefert (“Executive”) and National Investment Services, Inc. (the “Company”), a Wisconsin corporation. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Purchase Agreement (as defined below).
SHARE ESCROW AGREEMENT dated as of June 21, 2007 (the “Agreement”), by and among:Share Escrow Agreement • July 25th, 2008 • Titanium Asset Management Corp • England and Wales
SALE AND PURCHASE AGREEMENT among TITANIUM ASSET MANAGEMENT CORP. SOVEREIGN HOLDINGS, LLC and THE SELLING PARTIES (as defined herein) Dated as of September 5th, 2007Sale and Purchase Agreement • July 25th, 2008 • Titanium Asset Management Corp • Delaware
SALE AND PURCHASE AGREEMENT, dated as of September 5th, 2007, among Titanium Asset Management Corp., a Delaware corporation (“Buyer”), the parties identified as Selling Parties on Exhibit A hereto (the “Selling Parties”) and Sovereign Holdings, LLC, a North Carolina limited liability company (“Company”). Capitalized terms used in this Agreement and not otherwise defined have the meanings specified in Section 9.1
WARRANT DEED (the “Warrant Deed”)Warrant Deed • July 25th, 2008 • Titanium Asset Management Corp • New York
This Warrant Deed is made as of June 21, 2007 between Titanium Asset Management Corp., a company incorporated under the laws of the State of Delaware, with its registered office at 16192 Coastal Highway, Lewes, Sussex, Delaware 19958 USA (the “Company”), and Capita Registrars (Jersey) Limited, a company incorporated under the laws of Jersey, with its registered office at Victoria Chambers, Liberation Square, 1/3 The Esplanade, St. Helier, Jersey (the “Warrant Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 25th, 2008 • Titanium Asset Management Corp • Florida
This Employment Agreement (“Agreement”) made and entered between Wood Asset Management, Inc. (the “Company”) and John W. Fisher (“Executive”) on this the ninth day of June, 2008.
AMENDMENT TO THE LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF TITANIUM INCENTIVE PLAN, LLCLimited Liability Company Operating Agreement • July 25th, 2008 • Titanium Asset Management Corp • Delaware
This AMENDMENT TO THE LIMITED LIABILITY COMPANY OPERATING AGREEMENT of Titanium Incentive Plan, LLC, a Delaware limited liability company, is effective on July 14, 2008. Capitalized terms used but not defined herein shall have the meaning set forth in the Limited Liability Company Operating Agreement of the Company dated February 2, 2007 (the “Operating Agreement”).
LIMITED LIABILITY COMPANY OPERATING AGREEMENT FOR Titanium Incentive Plan, LLC A Delaware Limited Liability CompanyLimited Liability Company Operating Agreement • July 25th, 2008 • Titanium Asset Management Corp • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (the Agreement) is made and entered into this 2 day of Feb. 2007, by John Sauickie whom shall serve as the Managing Member of the company . The intent of the company is to purchase then hold for distribution to the employees of Wood Asset Management and Sovereign Advisers, shares of common stock of Titanium Asset Management Corp (“TAM” herein) which will be granted to and held in capital accounts of the grantees, then will vest and be owned by the employees listed below as “non-voting membership interest” holders whom shall own one non-voting membership interest. All membership interest and non-voting membership interest holders shall also be governed by this agreement and any agreement that is a party to this agreement. The membership interest holders shall be known as and referred to as “members”, and the non-voting membership interest holders shall be referred to as “non-voting members”.
TITANIUM INCENTIVE PLAN, LLC SHARE AGREEMENTShare Agreement • July 25th, 2008 • Titanium Asset Management Corp • Delaware
THIS SHARE AGREEMENT (this “Agreement”) is made and entered into, effective as of July 16, 2008, by and between Titanium Incentive Plan, LLC, a Delaware limited liability company (the “Company”), and the person whose signature is set forth on the signature page hereof (the “Employee”), who is an employee of Titanium Asset Management Corp. (“TAM”) or a subsidiary of TAM.
STOCK PURCHASE AGREEMENT BY AND AMONG TITANIUM ASSET MANAGEMENT CORP., NATIONAL INVESTMENT SERVICES, INC., NIS HOLDINGS INC. AND THE SHAREHOLDERS OF NIS HOLDINGS INC. Dated as of February 28, 2008Stock Purchase Agreement • July 25th, 2008 • Titanium Asset Management Corp • Florida
THIS STOCK PURCHASE AGREEMENT, dated as of February 28, 2008 (this “Agreement”), by and among Titanium Asset Management Corp., a Delaware corporation (the “Purchaser”), National Investment Services, Inc., a Wisconsin corporation (the “Company”), NIS Holdings Inc., a Wisconsin corporation (the “Seller”), and the shareholders of the Seller listed on the signature pages hereof (the “Shareholders” and together with the Seller, the “Seller Parties” and each a “Seller Party”)
AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENTInvestment Sub-Advisory Agreement • July 25th, 2008 • Titanium Asset Management Corp • Delaware
THIS AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT (the “Agreement”), is made and entered into as of this 13th day of February 2006, by and between Attalus Capital, L.L.C. (the “Manager”), a Delaware limited liability company, and National Investment Services Inc. (the “Sub-Adviser”), a corporation organized under the laws of the State of Wisconsin.
DATED September 5, 2007 TITANIUM ASSET MANAGEMENT CORPORATION and NIGEL WIGHTMAN SERVICE AGREEMENTService Agreement • July 25th, 2008 • Titanium Asset Management Corp • England
The Company shall employ the Executive and the Executive shall serve the Company as Managing Director of the Company on the following terms and subject to the following conditions (the “Agreement”):
EMPLOYMENT AGREEMENTEmployment Agreement • July 25th, 2008 • Titanium Asset Management Corp • Florida
THIS EMPLOYMENT AGREEMENT (the “Agreement”), made this ___day of ___2007, between Jeffrey Hines (“Executive”) and Sovereign Holdings, LLC (the “Company”), a North Carolina limited liability corporation.
Investor Rights Agreement Dated as of June 21, 2007 among Titanium Asset Management Corp. Sunrise Securities Corp. and Seymour Pierce LimitedInvestor Rights Agreement • July 25th, 2008 • Titanium Asset Management Corp • New York
This Investor Rights Agreement (this “Agreement”) is made and entered into as of June 21, 2007 by and among Titanium Asset Management Corp. (the “Company”), and Sunrise Securities Corp. (“Sunrise”) and Seymour Pierce Limited (“Seymour Pierce”), for the benefit of the holders from time to time of the Company’s common stock, par value $0.0001 per share (the “Shares”) and warrants (the “Warrants”), each Warrant for the purchase of one (1) Share, which shall include Sunrise Securities Corp. and/or its designees from time to time holding rights to subscribe Shares and Warrants issued by the Company pursuant to the Purchase Option (as defined below) (collectively, the “Holders”).
