0001144204-09-041824 Sample Contracts

HIGHBURY FINANCIAL INC. INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • August 11th, 2009 • Highbury Financial Inc • Investment advice • Delaware

This Investor Rights Agreement (the “Agreement”) dated as of August 10, 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.

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EXCHANGE AGREEMENT by and among THE INVESTORS AND MANAGEMENT STOCKHOLDERS NAMED ON SCHEDULE A HERETO and HIGHBURY FINANCIAL INC. August 10, 2009
Exchange 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.

MANAGEMENT AGREEMENT
Management Agreement • August 11th, 2009 • Highbury Financial Inc • Investment advice • Delaware

This Management Agreement (this “Agreement”), is made as of August 10, 2009, between Aston Asset Management LLC (“Aston”), the individuals set forth on Schedule A hereto (collectively, the “Management Stockholders”) and Highbury Financial Inc., a Delaware corporation (“Highbury”).

LIMITED LIABILITY COMPANY AGREEMENT OF ASTON ASSET MANAGEMENT LLC
Limited Liability Company Agreement • August 11th, 2009 • Highbury Financial Inc • Investment advice • Delaware

This Third Amended and Restated Limited Liability Company Agreement (this “Agreement”) of ASTON ASSET MANAGEMENT LLC (the “Company”) is made as of August 10, 2009 by Highbury Financial Inc., a Delaware corporation, as member (the “Member”).

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