MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG TITANIUM ASSET MANAGEMENT CORP., BWAM HOLDINGS, LLC, BOYD WATTERSON ASSET MANAGEMENT, LLC AND THE COMMON MEMBERS OF BWAM HOLDINGS, LLC AND FOR LIMITED PURPOSES, THE PREFERRED MEMBERS OF BWAM...Membership Interest Purchase Agreement • January 5th, 2009 • Titanium Asset Management Corp • Investment advice • Ohio
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of November 7, 2008 (this “Agreement”), by and among Titanium Asset Management Corp., a Delaware corporation (the “Purchaser”), Boyd Watterson Asset Management, LLC, an Ohio limited liability company (the “Company”), BWAM Holdings, LLC, an Ohio limited liability company (the “Seller”), the members of the Seller who hold common membership interests of the Seller listed on the signature pages hereof (the “Members” and together with the Seller, the “Seller Parties” and each a “Seller Party”) and, for the limited purposes of Article IV-A, Section 6.6 and the applicable provisions of Article X herein the members of the Seller who hold preferred membership interests of the Seller as listed on the signature pages hereof (the “Preferred Members”).
AMENDMENT NO. 1 TO MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • January 5th, 2009 • Titanium Asset Management Corp • Investment advice
THIS AMENDMENT NO. 1 TO MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Amendment”) is made and effective as of December 30, 2008 among Titanium Asset Management Corp., a Delaware corporation (the “Purchaser”), Boyd Watterson Asset Management, LLC, an Ohio limited liability company (the “Company”), and Mr. Michael E. Bee (“Members’ Representative”), acting in his capacity as the agent and attorney in fact with the authority to act on behalf of BWAM Holdings, LLC, an Ohio limited liability company (the “Seller”), the members of the Seller who hold common membership interests of the Seller (the “Members” and together with the Seller, the “Seller Parties” and each, a “Seller Party”) and, for the limited purposes of Article IV-A, Section 6.6 and the applicable provisions of Article X of the Purchase Agreement (as defined below), the members of the Seller who hold preferred membership interests of the Seller (the “Preferred Members”).
