December 12, 2009 Highbury Financial Inc.
Exhibit
10.53
EXECUTION
VERSION
December
12, 2009
000
Xxxxxxxxxx Xxxxxx
Xxxxx
000
Xxxxxx,
Xxxxxxxx 00000
Attention: X.
Xxxxxxx Forth
Mr.
Forth:
Reference
is hereby made to that certain Agreement and Plan of Merger, dated as of
December 12, 2009 (the “Merger Agreement”), by and among Highbury Financial
Inc., a Delaware corporation (the “Company”), Affiliated Managers Group, Inc., a
Delaware corporation, and Manor LLC, a Delaware limited liability
company. Capitalized terms used but not otherwise defined herein
shall have the meanings set forth in the Merger Agreement.
The
undersigned hereby agree that immediately prior to the consummation of the
Merger and without any further notice from the Company, each of the undersigned
shall exchange each share of Series B Preferred Stock of the Company held by the
undersigned, including all accrued and unpaid dividends on such share, into, and
the Company shall issue to the undersigned, that number of fully paid and
nonassesable shares of Company Common Stock as is equal to the Conversion Number
(as such term is defined in the Certificate of Designation of Series B
Convertible Preferred Stock of Highbury Financial Inc., filed with the Secretary
of State of the State of Delaware on August 10, 2009 (the “Series B Certificate
of Designation”)).
The
undersigned hereby agree that the exchange of the Series B Preferred Stock for
Company Common Stock is intended to constitute a "recapitalization" within the
meaning of Section 368(a)(1)(E) of the Internal Revenue Code of 1986, as amended
(the “Code”). None of the undersigned shall take any contrary
position on any tax return or in any audit, claim, investigation or proceeding
before any governmental authority, unless required pursuant to a final
determination within the meaning of Section 1313 of the Code. This
letter agreement shall constitute a "plan of reorganization" within the meaning
of the Treasury Regulations promulgated pursuant to Section 368 of the
Code. Each of the undersigned shall comply with all reporting and
record-keeping requirements set forth in Treasury Regulation Section 1.368-3,
and Sections 6043(c) and 6043A of the Code, if applicable. Each of
the undersigned shall provide such information and assistance as is reasonably
requested by another party hereto in order to comply with the reporting and
record-keeping requirements referenced in the immediately preceding
sentence.
This
letter agreement shall be governed by and construed in accordance with the laws
of the State of Delaware without regard to the conflicts of law provisions
thereof. This letter agreement may be executed in any number of
counterparts (including by facsimile), each of which shall be an original and
all of which taken together shall constitute one and the same
instrument.
Please
indicate your agreement to the terms set forth above by executing this letter
agreement where indicated below.
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By:
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/s/
Xxxxxxx X. Xxxxx
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| Name: Xxxxxxx X. Xxxxx | |
| Title: President and Chief Executive Officer | |
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SDB
Aston, Inc.
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By:
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/s/ Xxxxxx X. Xxxxxx
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| Name: Xxxxxx X. Xxxxxx | |
| Title: President | |
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KCA
Aston, Inc.
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By:
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/s/ Xxxxxxx Xxxxxxxx
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| Name: Xxxxxxx Xxxxxxxx | |
| Title: President | |
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GFD
Aston, Inc.
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By:
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/s/ Xxxxxx Xxxxxxxxxx
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| Name: Xxxxxx Xxxxxxxxxx | |
| Title: President | |
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CRD
Aston, Inc.
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By:
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/s/ Xxxxxxxxx Dragon
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| Name: Xxxxxxxxx Dragon | |
| Title: President | |
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XX
Xxxxx, Inc.
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By:
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/s/ Xxxxxx Xxxx
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| Name: Xxxxxx Xxxx | |
| Title: President | |
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BCH
Aston, Inc.
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By:
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/s/ Xxxxx X. Xxxxxxx
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| Name: Xxxxx X. Xxxxxxx | |
| Title: President | |
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DAR
Aston, Inc.
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By:
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/s/ Xxxxx Xxxxxxx
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| Name: Xxxxx Xxxxxxx | |
| Title: President | |
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JPR
Aston, Inc.
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By:
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/s/ Xxxx X. Xxxxx
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| Name: Xxxx X. Xxxxx | |
| Title: President | |
