CONQUEST CAPITAL MM LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [ ], 2010Limited Liability Company Agreement • November 17th, 2010 • Aveon Group L.P. • Investors, nec • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Conquest Capital MM LLC (the “Company”), dated as of [ ], 2010 is entered into by and among Aveon Holdings I L.P., the other Members (as hereinafter defined) who execute this Agreement on the date hereof and such other Persons who may be admitted as Members to the Company after the date hereof in accordance with the terms of this Agreement, each as listed as such on the books and records of the Company.
REGISTRATION RIGHTS AGREEMENT OF THE AVEON GROUP L.P. Dated as of , 2010Registration Rights Agreement • November 17th, 2010 • Aveon Group L.P. • Investors, nec • New York
This REGISTRATION RIGHTS AGREEMENT (including Appendix A hereto, as such Appendix A may be amended from time to time pursuant to the provisions hereof, this “Agreement”), is made and entered into as of , 2010, by and among The Aveon Group L.P., a Delaware limited partnership (the “Partnership”), and the Covered Persons (defined below) from time to time party hereto.
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF AVEON HOLDINGS I L.P. Dated as of , 2010Limited Partnership Agreement • November 17th, 2010 • Aveon Group L.P. • Investors, nec • Delaware
This AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of Aveon Holdings I L.P. (the “Partnership”) is made as of the day of , 2010, by and among Aveon Holdings I GP Inc., a corporation formed under the laws of the State of Delaware, as general partner, and the Limited Partners (as defined herein) of the Partnership.
TAX RECEIVABLE AGREEMENT among AVEON HOLDINGS I GP INC., AVEON HOLDINGS I L.P. and THE AVEON HOLDINGS I LIMITED PARTNERS FROM TIME TO TIME PARTY HERETO Dated as of , 2010Tax Receivable Agreement • November 17th, 2010 • Aveon Group L.P. • Investors, nec • New York
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of , 2010, is hereby entered into by and among Aveon Holdings I GP Inc., a Delaware corporation (the “Corporate Taxpayer”), Aveon Holdings I L.P., a Delaware limited partnership (the “Aveon Holdings I,” and together with all other Persons (as defined herein) in which the Corporate Taxpayer acquires a partnership interest, member interest or similar interest after the date hereof and who executes and delivers a joinder contemplated in Section 7.15, the “Partnerships”), each of the undersigned parties hereto identified as “Limited Partners,” and each of the successors and assigns thereto.
VIRIDIAN PARTNERS, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [ ], 2010Limited Liability Company Agreement • November 17th, 2010 • Aveon Group L.P. • Investors, nec • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Viridian Partners, LLC (the “Company”), dated as of [ ], 2010 is entered into by and among Aveon Holdings I L.P. (“Aveon”), the other Members (as hereinafter defined) who executed this Agreement on the date hereof and such other Persons as may be admitted as Members after the date hereof in accordance with the terms of this Agreement.
ADMISSION LETTER [Date, 2010]Admission Letter • November 17th, 2010 • Aveon Group L.P. • Investors, nec
Conquest Capital LLC (“CCLLC” and sometimes also referred to herein as “You”) is hereby admitted as a Non-Managing Member of Conquest Capital MM LLC (the “Company” or “we,” “our” and related words) effective as of the date hereof on the terms described in this admission letter (the “Admission Letter”) and in the Company’s Amended and Restated Operating Agreement, dated [Date] (as may be amended from time to time, the “Operating Agreement”). With respect to the subject matter set forth herein, if any statement in this Admission Letter conflicts with a statement in the Operating Agreement, the statement in this Admission Letter controls. Capitalized terms not otherwise defined herein are as defined in the Operating Agreement.
AMENDED AND RESTATED RESTRICTED UNIT AWARD AGREEMENT UNDER THE AVEON GROUP L.P. EQUITY INCENTIVE PLAN among THE AVEON GROUP L.P. and THE AVEON GROUP L.P. LIMITED PARTNERS FROM TIME TO TIME PARTY HERETO Dated as of September 24, 2010Restricted Unit Award Agreement • November 17th, 2010 • Aveon Group L.P. • Investors, nec • Delaware
This Amended and Restated Award Agreement (this “Agreement”), dated as of September 24, 2010, is made by and between The Aveon Group L.P., a Delaware limited partnership (the “Partnership”), and (the “Participant”) and, for purposes of Sections 8 through 14 hereof, Aveon Management L.L.C., a Delaware limited liability company and the general partner of the Partnership (the “General Partner”). Capitalized terms not defined herein shall have the meaning ascribed to them in The Aveon Group L.P. Equity Incentive Plan (the “Plan”). Where the context permits, references to the Partnership shall include any successor to the Partnership.
ADMISSION LETTER [Date, 2010]Limited Partnership Agreement • November 17th, 2010 • Aveon Group L.P. • Investors, nec
GLENROCK ASSET MANAGEMENT ASSOCIATES, LP AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT Dated as of [ ], 2010Limited Partnership Agreement • November 17th, 2010 • Aveon Group L.P. • Investors, nec • Delaware
This AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT of GLENROCK ASSET MANAGEMENT ASSOCIATES, LP (the “Partnership”), dated as of [Date], 2010 is entered into by and among Aveon Holdings I L.P. as the initial general partner (hereinafter referred to as the “General Partner”) and the persons who have become parties to this Agreement by affixing their names hereto as Limited Partners and executing a counterpart hereto as of the date hereof (all of whom are hereinafter sometimes collectively referred to in their capacity as limited partners of the Partnership as the “Limited Partners” and each of whom is hereinafter sometimes referred to individually as a “Limited Partner”) and such other parties as may from time to time be admitted as Partners (as herein defined) of the Partnership.
ADMISSION LETTER [Date, 2010]Admission Letter • November 17th, 2010 • Aveon Group L.P. • Investors, nec
CastleRock Asset Management, Inc. (“CAM” and sometimes also referred to herein as “you”) is hereby admitted as a Non-Managing Member of CastleRock Management, LLC (the “Company” or “we,” “our” and related cognate words) effective as of the date hereof on the terms described in this Admission Letter and in the Company’s Amended and Restated Operating Agreement, dated [Date] (as the same may be amended from time to time, the “Operating Agreement”). Capitalized terms not otherwise defined herein are as defined in the Operating Agreement.
EXCHANGE AGREEMENT among THE AVEON GROUP L.P., AVEON HOLDINGS I L.P., AVEON HOLDINGS II L.P., AVEON HOLDINGS III L.P. and THE AVEON HOLDINGS LIMITED PARTNERS FROM TIME TO TIME PARTY HERETO Dated as of , 2010Exchange Agreement • November 17th, 2010 • Aveon Group L.P. • Investors, nec • Delaware
EXCHANGE AGREEMENT (this “Agreement”), dated as of , 2010, among The Aveon Group L.P., Aveon Holdings I L.P., Aveon Holdings II L.P., Aveon Holdings III L.P. and the Aveon Holdings Limited Partners from time to time party hereto.
