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 • November 12th, 2009 • Titanium Asset Management Corp • Investment advice • Delaware
THIS AGREEMENT is made and entered into this 3rd day of November, 2009 by and between TITANIUM ASSET MANAGEMENT CORP., a Delaware corporation (the “Corporation”), and Ron Braverman (“Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 29th, 2011 • Titanium Asset Management Corp • Investment advice • Ohio
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of this 28th day of December 2010, between Brian L. Gevry (“Executive”), Titanium Asset Management Corp., a Delaware corporation (the “Company”) and Boyd Watterson Asset Management, LLC (“BWAM”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 11th, 2009 • Titanium Asset Management Corp • Investment advice • Delaware
THIS AGREEMENT is made and entered into this 1st day of July, 2009 by and between TITANIUM ASSET MANAGEMENT CORP., a Delaware corporation (the “Corporation”), and Shy Talmon (“Agent”).
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
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
Titanium Asset Management Corp. Amends Boyd Watterson Membership Interest Purchase AgreementWatterson Membership Interest Purchase Agreement • December 30th, 2010 • Titanium Asset Management Corp • Investment advice
Milwaukee, WI, December 29, 2010 – On December 28, 2010, Titanium Asset Management Corp. (AIM – TAM) executed an amendment to the membership interest purchase agreement pursuant to which it acquired 100% of the membership interests of Boyd Watterson Asset Management LLC (BWAM). The purchase agreement provided for a deferred payment to the sellers of up to $8,000,000, if BWAM achieves certain revenue run rates. As previously reported, BWAM has significantly exceeded the revenue run rate required to entitle the sellers to the highest possible deferred payment of $8,000,0000. The amendment to the purchase agreement accelerates the measurement date for the deferred payment under the purchase agreement to November 30, 2010 and provides that the deferred payment will be made all in cash, with half payable prior to December 31, 2010 and the other half payable on January 3, 2011 (the purchase agreement continues to provide for the delivery of 192,000 shares of common stock, which will be issue
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”).
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”).
Dated March 18, 2010 WITHOUT PREJUDICE AND SUBJECT TO CONTRACT Compromise agreementAgreement • March 31st, 2010 • Titanium Asset Management Corp • Investment advice • England and Wales
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”).
July 1, 2009 Norm Sidler National Investment Services, Inc. 737 North Michigan Avenue, Suite 15200 Chicago, IL 60611-6653Titanium Asset Management Corp • August 11th, 2009 • Investment advice • Delaware
Attalus Capital, L.P. (the “Manager”) has been pleased to work with National Investment Services, Inc. (“NIS”) during these past several years and we look forward to continuing our excellent relationship with NIS for many years to come. The purpose of this letter is to agree that the Amended and Restated Investment Sub-Advisory Agreement dated as of December 1, 2006 by and between the Manager and NIS (“Sub-Advisory Agreement”) will govern and supercede all past joint business and past agreements (amended, restated and/or otherwise) between the two parties, including all additional subscriptions made by such past joint business and that this document will govern all new joint business commencing on and after the date of this letter agreement (“Agreement”).
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”).
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”.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 12th, 2009 • Titanium Asset Management Corp • Investment advice
This is an amendment to the agreement between National Investment Services, Inc. (“Company”) and Robert J. Siefert (“Executive) dated March 31, 2008 (the Original Agreement”). Unless otherwise set forth in this agreement, the Original Agreement shall remain fully effective, and terms defined in the Original Agreement will have the same meaning in this Amendment.
AMENDMENT NO. 2 TO MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • December 30th, 2010 • Titanium Asset Management Corp • Investment advice
THIS AMENDMENT NO. 2 TO MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Amendment”) is made and effective as of December 28, 2010 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”).
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.
AGREEMENT AND PLAN OF MERGER by and among TAMCO HOLDINGS, LLC TAMCO Acquisition, LLC and TITANIUM ASSET management CORP. Dated as of SEPTEMBER 9, 2013Agreement and Plan of Merger • September 10th, 2013 • Titanium Asset Management Corp • Investment advice • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of September 9, 2013 (the “Agreement”), is by and among TAMCO Holdings, LLC, a Delaware limited liability company (“Parent”), TAMCO Acquisition, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub”), and Titanium Asset Management Corp., a Delaware corporation (the “Company”).
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.
FORM OF TENDER AND SUPPORT AGREEMENTForm of Tender and Support Agreement • September 10th, 2013 • Titanium Asset Management Corp • Investment advice • Delaware
TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of September 9, 2013 (this “Agreement”) by and among TAMCO Holdings, LLC, a Delaware limited liability company (“Parent”), TAMCO Acquisition, LLC, a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and ________________ (“Shareholder”) and an owner of the Subject Shares (as defined below) of Titanium Asset Management Corp., a Delaware corporation (the “Company”).
DATED September 5, 2007 TITANIUM ASSET MANAGEMENT CORPORATION and NIGEL WIGHTMAN SERVICE AGREEMENTTitanium Asset Management Corp • July 25th, 2008 • 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”):
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 15th, 2008 • Titanium Asset Management Corp • Investment advice • Delaware
THIS AGREEMENT is made and entered into this day of , by and between TITANIUM ASSET MANAGEMENT CORP., a Delaware corporation (the “Corporation”), and (“Agent”).
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”).
