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
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”).
