CASTLEROCK MANAGEMENT, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [ ], 2011Limited Liability Company Agreement • January 14th, 2011 • Aveon Group L.P. • Investors, nec • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of CastleRock Management, LLC (the “Company”), dated as of [ ], 2011, 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.
PURCHASE AGREEMENT by and among AVEON HOLDINGS I L.P., CURA CAPITAL (GP), LLC and the Sellers signatory hereto Dated as of February 24, 2010Purchase Agreement • January 14th, 2011 • Aveon Group L.P. • Investors, nec • New York
This PURCHASE AGREEMENT is dated as of February 24, 2010 (this “Agreement”) and is among Aveon Holdings I L.P., a Delaware limited partnership (“Purchaser”), Cura Capital (GP), LLC, a Delaware limited liability company (the “Company”), the individual set forth on the signature pages hereto as the Principal Seller (the “Principal Seller”) and the individuals or entities set forth on the signature pages hereto as Additional Sellers (the “Additional Sellers”, and, together with the Principal Seller, the “Sellers”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 14th, 2011 • Aveon Group L.P. • Investors, nec • Delaware
This Amendment is effective as of December 31, 2010 and extends and amends an Amended and Restated Employment Agreement among the employee listed on the signature page attached hereto (“Employee”) and Aveon Management L.L.C., a Delaware limited liability company (the “Company”) dated as of October 29, 2010 (the “Employment Agreement”).
VIRIDIAN PARTNERS, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [ ], 2010Limited Liability Company Agreement • January 14th, 2011 • 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 II 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.
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • January 14th, 2011 • Aveon Group L.P. • Investors, nec • Delaware
This Amendment is effective as of December 31, 2010 and extends and amends an Employment Agreement among the employee listed on the signature page attached hereto (“Employee”) and Aveon Management L.L.C., a Delaware limited liability company (the “Company”) dated as of November 24, 2010 (the “Employment Agreement”).
AMENDMENT TO THE PURCHASE AGREEMENTThe Purchase Agreement • January 14th, 2011 • Aveon Group L.P. • Investors, nec • New York
This AMENDMENT (the “Amendment”) TO THE PURCHASE AGREEMENT, dated as of April 16, 2010 (the “Purchase Agreement”), by and among Aveon Holdings I L.P., a Delaware limited partnership (“Aveon”), Chesapeake SP Partners, LLC, a Delaware limited liability company (the “Company”), Chesapeake Capital Corporation, an Illinois corporation (the “Trading Advisor”) and Chesapeake Holding Company, a Virginia corporation (“CHC,” and together with Trading Advisor, the “Sellers”), is effective as of the 6th day of December, 2010, by and among Aveon, the Company and the Sellers. Capitalized terms used herein but not defined herein shall have the meaning set forth in the Purchase Agreement.
AMENDMENT TO THE PURCHASE AGREEMENTThe Purchase Agreement • January 14th, 2011 • Aveon Group L.P. • Investors, nec • New York
This AMENDMENT (the “Amendment”) TO THE PURCHASE AGREEMENT, dated as of November 12, 2010 (the “Purchase Agreement”), by and among Aveon Holdings I L.P., a Delaware limited partnership (“Aveon”); CastleRock Management, LLC, a Delaware limited liability company (the “Company”); Paul Tanico and Ellen Adams (each a “Principal Seller”); and Daniel Sheridan and Maria Lamari Burden (each an “Additional Seller” and, together with the Principal Sellers, the “Sellers”), is effective as of the 4th day of January, 2011, by and among Aveon, the Company, each of the Principal Sellers and each of the Additional Sellers. Capitalized terms used herein but not defined herein shall have the meaning set forth in the Purchase Agreement.
AMENDMENT TO THE PURCHASE AGREEMENTThe Purchase Agreement • January 14th, 2011 • Aveon Group L.P. • Investors, nec • New York
This AMENDMENT (the “Amendment”) TO THE PURCHASE AGREEMENT, dated as of November 1, 2010 (the “Purchase Agreement”), by and among Aveon Holdings I L.P., a Delaware limited partnership (“Aveon”); Brownstone Investment Partners, LLC, a Delaware limited liability company (the “Company”); Oren Cohen, Curt Schade and The Cohen Family Spray Trust (the “Active Principal Sellers”); and Douglas B. Lowey, Barrett Naylor and The Lowey Family Spray Trust (each, individually, an “Exiting Principal Seller,” and, together with the Active Principal Sellers, the “Sellers”), is effective as of the 6th day of December, 2010, by and among Aveon, the Company, each of the Active Principal Sellers and each of the Exiting Principal Sellers. Capitalized terms used herein but not defined herein shall have the meaning set forth in the Purchase Agreement.
AMENDMENT TO THE PURCHASE AGREEMENTThe Purchase Agreement • January 14th, 2011 • Aveon Group L.P. • Investors, nec • New York
This AMENDMENT (the “Amendment”) TO THE PURCHASE AGREEMENT, dated as of May 28, 2010 (the “Purchase Agreement”), by and among Aveon Holdings I L.P., a Delaware limited partnership (“Aveon”), WA Partners, LLC, a Delaware limited liability company (the “Company”), Welton Investment Corporation, a Delaware corporation, and Welton Global Funds Management Corporation, a Delaware corporation (each a “Seller” and, collectively, the “Sellers”), is effective as of the 7th day of December, 2010, by and among Aveon, the Company and the Sellers. Capitalized terms used herein but not defined herein shall have the meaning set forth in the Purchase Agreement.
AMENDMENT NO. 2 TO THE PURCHASE AGREEMENTThe Purchase Agreement • January 14th, 2011 • Aveon Group L.P. • Investors, nec • New York
This AMENDMENT NO. 2 (the “Amendment”) TO THE PURCHASE AGREEMENT, dated as of February 24, 2010 (the “Purchase Agreement”), by and among Aveon Holdings I L.P., a Delaware limited partnership (“Aveon”), Cura Capital (GP), LLC, a Delaware limited liability company (the “Company”), Thomas Schnepp (the “Principal Seller”) and Michael Pintar, Patrick Moroney and Michael Vacca (each of Michael Pintar, Patrick Moroney and Michael Vacca are, individually, an “Additional Seller,” and, collectively, the “Additional Sellers”), is effective as of the 15th day of November, 2010, by and among Aveon, the Company, the Principal Seller and each of the Additional Sellers. Capitalized terms used herein but not defined herein shall have the meaning set forth in the Purchase Agreement.
PURCHASE AGREEMENT by and among AVEON HOLDINGS I L.P., VIRIDIAN PARTNERS, LLC and the Sellers signatory hereto Dated as of August 4, 2010Purchase Agreement • January 14th, 2011 • Aveon Group L.P. • Investors, nec • New York
This PURCHASE AGREEMENT is dated as of August 4, 2010 (this “Agreement”) and is among Aveon Holdings I L.P., a Delaware limited partnership (the “Purchaser”), Viridian Partners, LLC, a Delaware limited liability company (the “Company”), and the individuals set forth on the signature pages hereto as the Sellers (the “Sellers”). The Purchaser, the Company and the Sellers are referred to collectively herein as the “Parties” and, individually, as a “Party”.
VIRIDIAN PARTNERS, LLC VIRIDIAN PARTNERS II, LLCAveon Group L.P. • January 14th, 2011 • Investors, nec • New York
Reference is hereby made to that certain (i) Purchase Agreement (as amended or otherwise modified from time to time in accordance with its terms, the “Purchase Agreement”), dated as of August 4, 2010 and amended on December 2, 2010, by and among Aveon Holdings I L.P., a Delaware limited partnership (“Aveon I”), Viridian Partners, LLC, a Delaware limited liability company (“Viridian Partners”), the individuals set forth on the signature page thereto as the “Sellers” and, solely for purposes of the guaranty therein, The Aveon Group L.P., a Delaware limited partnership (“Parent”); and (ii) Letter Agreement Regarding Change in Structure (as amended or otherwise modified from time to time in accordance with its terms, the “Letter Agreement Regarding Change in Structure”), dated as of December 2, 2010, among Aveon I, Viridian Partners, Parent, Vermillion Asset Management, LLC, a Delaware limited liability company (“VAM”), Aveon Holdings II L.P., a Delaware limited partnership (“Aveon II”), V
AMENDMENT NO. 1 TO THE PURCHASE AGREEMENTThe Purchase Agreement • January 14th, 2011 • Aveon Group L.P. • Investors, nec • New York
This AMENDMENT NO. 1 (the “Amendment”) TO THE PURCHASE AGREEMENT, dated as of August 5, 2010 (the “Purchase Agreement”), by and among Aveon Holdings I L.P., a Delaware limited partnership (“Aveon”); Glenrock Asset Management Associates, LP, a Delaware limited partnership (the “Company”); Glenrock, Inc., a Delaware corporation (“Glenrock”), Glenrock Holdings, LLC, a Delaware limited liability company (“Glenrock Holdings”), GRECAP, LLC, a Delaware limited liability company (“GRECAP”) and Mark Budris (each of Glenrock, Glenrock Holdings, GRECAP and Mark Budris, individually, a “Seller,” and, collectively, the “Sellers”); and Michael Katz for certain duties and obligation set forth in the Purchase Agreement, is effective as of the 30th day of November, 2010, by and among Aveon, the Company, the Sellers and Michael Katz. Capitalized terms used herein but not defined herein shall have the meaning set forth in the Purchase Agreement.
VIRIDIAN PARTNERS II, LLC LIMITED LIABILITY COMPANY AGREEMENT Dated as of [ ], 2010Limited Liability Company Agreement • January 14th, 2011 • Aveon Group L.P. • Investors, nec • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Viridian Partners II, 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.
PURCHASE AGREEMENT by and among AVEON HOLDINGS I L.P., CHESAPEAKE SP PARTNERS, LLC, CHESAPEAKE CAPITAL CORPORATION and CHESAPEAKE HOLDING COMPANY Dated as of April 16, 2010Purchase Agreement • January 14th, 2011 • Aveon Group L.P. • Investors, nec • New York
This PURCHASE AGREEMENT is dated as of April 16, 2010 (this “Agreement”) and is among Aveon Holdings I L.P., a Delaware limited partnership (“Purchaser”), Chesapeake SP Partners, LLC a Delaware limited liability company (the “Company”), Chesapeake Capital Corporation, an Illinois corporation (“Trading Advisor”) and Chesapeake Holding Company, a Virginia corporation (“CHC”) (together Trading Advisor and CHC are the “Sellers”).
AMENDMENT NO. 2 TO THE PURCHASE AGREEMENTThe Purchase Agreement • January 14th, 2011 • Aveon Group L.P. • Investors, nec • New York
This AMENDMENT NO. 2 (the “Amendment”) TO THE PURCHASE AGREEMENT, dated as of August 5, 2010, and amended pursuant to that Amendment No. 1 To the Purchase Agreement, dated as of November 30, 2010 (as amended, the “Purchase Agreement”), by and among Aveon Holdings I L.P., a Delaware limited partnership (“Aveon”); Glenrock Asset Management Associates, LP, a Delaware limited partnership (the “Company”); Glenrock, Inc., a Delaware corporation (“Glenrock”), Glenrock Holdings, LLC, a Delaware limited liability company (“Glenrock Holdings”), GRECAP, LLC, a Delaware limited liability company (“GRECAP”) and Mark Budris (each of Glenrock, Glenrock Holdings, GRECAP and Mark Budris, individually, a “Seller,” and, collectively, the “Sellers”); and Michael Katz for certain duties and obligation set forth in the Purchase Agreement, is effective as of the 9th day of December, 2010, by and among Aveon, the Company, the Sellers and Michael Katz. Capitalized terms used herein but not defined herein shall
SECOND AMENDMENT TO THE PURCHASE AGREEMENTThe Purchase Agreement • January 14th, 2011 • Aveon Group L.P. • Investors, nec • New York
This AMENDMENT (the “Amendment”) TO THE PURCHASE AGREEMENT, dated as of November 11, 2010, as amended by the Amendment to the Purchase Agreement dated December 10, 2010 (together, the “Purchase Agreement”), by and among Aveon Holdings I L.P., a Delaware limited partnership (“Aveon”), Conquest Capital MM LLC, a Delaware limited liability company (the “Company”) and Conquest Capital Group, LLC, a Delaware limited liability company (the “Seller”), is effective as of the 7th day of January, 2011, by and among Aveon, the Company and the Seller. Capitalized terms used herein but not defined herein shall have the meaning set forth in the Purchase Agreement.
AMENDMENT TO THE PURCHASE AGREEMENTThe Purchase Agreement • January 14th, 2011 • Aveon Group L.P. • Investors, nec • New York
This AMENDMENT (the “Amendment”) TO THE PURCHASE AGREEMENT, dated as of November 11, 2010 (the “Purchase Agreement”), by and among Aveon Holdings I L.P., a Delaware limited partnership (“Aveon”), Conquest Capital MM LLC, a Delaware limited liability company (the “Company”) and Conquest Capital Group, LLC, a Delaware limited liability company (the “Seller”), is effective as of the 10th day of December, 2010, by and among Aveon, the Company and the Seller. Capitalized terms used herein but not defined herein shall have the meaning set forth in the Purchase Agreement.
AMENDMENT TO THE PURCHASE AGREEMENTThe Purchase Agreement • January 14th, 2011 • Aveon Group L.P. • Investors, nec • New York
This AMENDMENT (the “Amendment”) TO THE PURCHASE AGREEMENT, dated as of July 8, 2010 (the “Purchase Agreement”), by and among Aveon Holdings I L.P., a Delaware limited partnership (the “Purchaser”), Banyan Capital Partners, LLC, a Delaware limited liability company (the “Company”), and Laurence R. Benedict (the “Seller”), is effective as of the 21st day of December, 2010, by and among the Purchaser, the Company and the Seller. Capitalized terms used herein but not defined herein shall have the meaning set forth in the Purchase Agreement.
PURCHASE AGREEMENT by and among AVEON HOLDINGS I L.P., BANYAN CAPITAL PARTNERS, LLC and the Seller signatory hereto Dated as of July 8, 2010Purchase Agreement • January 14th, 2011 • Aveon Group L.P. • Investors, nec • New York
This PURCHASE AGREEMENT is dated as of July 8, 2010 (this “Agreement”) and is among Aveon Holdings I L.P., a Delaware limited partnership (“Purchaser”), Banyan Capital Partners, LLC, a Delaware limited liability company (the “Company”) and the individual set forth on the signature page hereto as the Seller (the “Seller”).
AMENDMENT NO. 1 TO THE PURCHASE AGREEMENTThe Purchase Agreement • January 14th, 2011 • Aveon Group L.P. • Investors, nec • New York
This AMENDMENT NO. 1 (the “Amendment”) TO THE PURCHASE AGREEMENT, dated as of February 24, 2010 (the “Purchase Agreement”), by and among Aveon Holdings I L.P., a Delaware limited partnership (“Aveon”), Cura Capital (GP), LLC, a Delaware limited liability company (the “Company”), Thomas Schnepp (the “Principal Seller”) and Michael Pintar, Patrick Moroney and Michael Vacca (each of Michael Pintar, Patrick Moroney and Michael Vacca are, individually, an “Additional Seller,” and, collectively, the “Additional Sellers”), is made as of this 30th day of June, 2010, by and among Aveon, the Company, the Principal Seller and each of the Additional Sellers. Capitalized terms used herein but not defined herein shall have the meaning set forth in the Purchase Agreement.
VIRIDIAN PARTNERS, LLC VIRIDIAN PARTNERS II, LLCLetter Agreement • January 14th, 2011 • Aveon Group L.P. • Investors, nec • New York
Reference is hereby made to that certain (i) Purchase Agreement (as amended or otherwise modified from time to time in accordance with its terms, the “Purchase Agreement”), dated as of August 4, 2010, by and among Aveon Holdings I L.P., a Delaware limited partnership (“Aveon I”), Viridian Partners, LLC, a Delaware limited liability company (“Viridian Partners”), the individuals set forth on the signature page thereto as the “Sellers” and, solely for purposes of the guaranty therein, The Aveon Group L.P. (collectively, the “Purchase Agreement Parties”); (ii) Letter Agreement Regarding Form of Documents (as amended or otherwise modified from time to time in accordance with its terms, the “Letter Agreement Regarding Form of Documents”), dated as of August 4, 2010, among the Purchase Agreement Parties; and (iii) Letter Agreement Regarding Structure (as amended or otherwise modified from time to time in accordance with its terms, the “Letter Agreement Regarding Structure” and, together with
AMENDMENT NO. 3 TO THE PURCHASE AGREEMENTThe Purchase Agreement • January 14th, 2011 • Aveon Group L.P. • Investors, nec • New York
This AMENDMENT NO. 3 (the “Amendment”) TO THE PURCHASE AGREEMENT, dated as of February 24, 2010 (the “Purchase Agreement”), by and among Aveon Holdings I L.P., a Delaware limited partnership (“Aveon”), Cura Capital (GP), LLC, a Delaware limited liability company (the “Company”), Thomas Schnepp (the “Principal Seller”) and Michael Pintar, Patrick Moroney and Michael Vacca (each of Michael Pintar, Patrick Moroney and Michael Vacca are, individually, an “Additional Seller,” and, collectively, the “Additional Sellers”), is effective as of the 8th day of December, 2010, by and among Aveon, the Company, the Principal Seller and each of the Additional Sellers. Capitalized terms used herein but not defined herein shall have the meaning set forth in the Purchase Agreement.
